Related to As If Converted Basis
Fully Diluted Basis means, when calculating the number of Outstanding Units for any period, a basis that includes, in addition to the Outstanding Units, all Partnership Securities and options, rights, warrants and appreciation rights relating to an equity interest in the Partnership (a) that are convertible into or exercisable or exchangeable for Units that are senior to or pari passu with the Subordinated Units, (b) whose conversion, exercise or exchange price is less than the Current Market Price on the date of such calculation, (c) that may be converted into or exercised or exchanged for such Units prior to or during the Quarter immediately following the end of the period for which the calculation is being made without the satisfaction of any contingency beyond the control of the holder other than the payment of consideration and the compliance with administrative mechanics applicable to such conversion, exercise or exchange and (d) that were not converted into or exercised or exchanged for such Units during the period for which the calculation is being made; provided, however, that for purposes of determining the number of Outstanding Units on a Fully Diluted Basis when calculating whether the Subordination Period has ended or Subordinated Units are entitled to convert into Common Units pursuant to Section 5.7, such Partnership Securities, options, rights, warrants and appreciation rights shall be deemed to have been Outstanding Units only for the four Quarters that comprise the last four Quarters of the measurement period; provided, further, that if consideration will be paid to any Group Member in connection with such conversion, exercise or exchange, the number of Units to be included in such calculation shall be that number equal to the difference between (i) the number of Units issuable upon such conversion, exercise or exchange and (ii) the number of Units that such consideration would purchase at the Current Market Price.
Sure, let's break down the concepts mentioned in the article regarding the Fully Diluted Basis calculation for Outstanding Units in a partnership:
-
Outstanding Units: This refers to the total number of units (shares or similar ownership interests) issued by the partnership and held by investors, excluding treasury stock or units repurchased by the partnership.
-
Partnership Securities: These are various financial instruments issued by the partnership, which could include preferred shares, convertible debt, or other financial products representing an ownership interest in the partnership.
-
Options, Rights, Warrants, and Appreciation Rights: These are contractual instruments that give their holders the option or right to buy, sell, or exchange units in the partnership at a predetermined price or within a specific period.
-
Senior to or Pari Passu with the Subordinated Units: Refers to securities or instruments that have equal or higher priority compared to the subordinated units in terms of claims on assets or profits during liquidation or distributions.
-
Conversion/Exercise/Exchange Price: The value at which the aforementioned options, rights, warrants, or appreciation rights can be converted into units or exercised/exchanged for units.
-
Current Market Price: The present value of the partnership's units on the date of calculation.
-
Contingency: Any condition or event beyond the holder's control that must be fulfilled before conversion, exercise, or exchange of these instruments.
-
Subordination Period: A specified timeframe during which certain units (usually subordinated units) may not be entitled to convert into common units.
-
Measurement Period: The duration for which calculations of Outstanding Units on a Fully Diluted Basis are being conducted.
-
Administrative Mechanics: Procedures and protocols established for the conversion, exercise, or exchange of these instruments, typically set by the partnership.
-
Consideration: The value or payment offered or received in return for the conversion, exercise, or exchange of these instruments.
The article seems to detail the methodology for calculating the number of Outstanding Units on a Fully Diluted Basis in a partnership, incorporating various securities, options, rights, warrants, and appreciation rights alongside specific criteria and conditions for their inclusion in the calculation. This calculation is crucial for determining the complete potential dilution impact on the ownership structure of the partnership.
FAQs
As If Converted Basis means, with respect to any Ordinary Share Equivalents held by any member of the Company, the number of Ordinary Shares that would be held thereby upon the exchange, conversion or exercise of such Ordinary Share Equivalents, including, without limitation any issued and outstanding Notes and the ...
What is the meaning of as converted? ›
This “as converted basis” concept means that, when determining the right or benefit of the preferred stock, it is assumed that the preferred shares have been converted into some number of common shares.
What is the meaning of conversion basis? ›
Converted Basis means the aggregate number of Company Subordinate Voting Shares assuming the conversion of the Company Proportionate Voting Shares and the Company Multiple Voting Shares.
What is calculated on an as converted basis? ›
on an as converted basis means taking into account all of the issued and outstanding shares of Common Stock of the Company, all issued and outstanding shares of Preferred Stock and other issued and outstanding securities convertible into Common Stock of the Company, each on an as-converted basis.
What is a fully converted basis? ›
Fully Converted Basis means, with respect to calculating the number of shares of Common Stock held by a person, all such shares then outstanding plus all shares of Common Stock issuable upon the exercise, conversion or exchange of other securities of the Company held by such Holder.
Is converted the same as transformed? ›
transform implies a major change in form, nature, or function. metamorphose suggests an abrupt or startling change induced by or as if by magic or a supernatural power. transmute implies transforming into a higher element or thing. convert implies a change fitting something for a new or different use or function.
What is the legal meaning of conversion? ›
Conversion is an intentional tort which occurs when a party takes the chattel property of another with the intent to deprive them of it. Conversion is not applicable to real property. For the purposes of conversion, “intent” merely means the objective to possess the property or exert property rights over it.
What are dividends on an as converted basis? ›
Dividends Paid on an As-Converted Basis
The preferred stock is treated as if it had been converted into common at the time the dividend is declared, and the preferred and common stock share in the dividend as if all shares were converted to common.
What are the two basic types of conversion? ›
There are two types of conversion: implicit and explicit. The term for implicit type conversion is coercion. Explicit type conversion in some specific way is known as casting.
What does conversion mean criminally? ›
Conversion is charged when a person is accused of knowingly or intentionally exerting unauthorized control over property of another person. This crime differs from theft because there is no element of intending to deprive the other person of the value or use of the property.
Conversion rates are calculated by simply taking the number of conversions and dividing that by the number of total ad interactions that can be tracked to a conversion during the same time period. For example, if you had 50 conversions from 1,000 interactions, your conversion rate would be 5%, since 50 ÷ 1,000 = 5%.
How is conversion value calculated? ›
Key Takeaways. Conversion value is the amount an investor would received if a convertible security is changed into common stock. This value is arrived at by multiplying the conversion ratio (how many shares received per bond) by the market price of the common stock.
What is conversion in conversion rate? ›
The definition of conversion rate
Conversion rates are calculated by taking the total number of users who 'convert' (for example, by clicking on an advertisem*nt), dividing it by the overall size of the audience and converting that figure into a percentage.
What is an example of converted? ›
Converted Sentence Examples. The old dairy would be converted into a bunkhouse, adding more room. She rolled over and smoothly converted to a backstroke in the opposite direction. His family, however, seem to have been converted to Christianity.
What is fully diluted as converted basis? ›
Fully-Diluted As-Converted Basis means incorporating and including (i) all issued and outstanding shares of Common Stock and (ii) all unissued shares of Common Stock that are either (x) issuable upon exercise of outstanding rights, options or warrants to subscribe for or otherwise acquire Common Stock or Convertible ...
What does it mean when a business is converted? ›
They can also be used to change the form of business entity or to change the state of formation. A conversion is another statutory transaction that can be used to change the form of entity or state of formation. Conversions are a single entity transaction, unlike mergers, which involve at least two entities.
What does conversion mean in a court case? ›
A conversion occurs when a person without authority or permission intentionally takes the personal property of another or deprives another of possession of personal property. It is a tort which allows the injured party to seek legal relief.
What does converted mean in the Bible? ›
In the biblical sense, conversion means a turning—a spiritual turning away from sin in repentance and to Christ in faith. It is a dramatic turning away from one path in order to pursue an entirely new one. It involves turning one's back to the system of the world and its anti-God values.
What does it mean to be covert? ›
Covert means secret or hidden. Soldiers might take part in a covert mission to infiltrate an enemy camp — and you might take part in a covert mission to steal your brother's leftover Halloween candy. Covert is the opposite of overt, which means obvious, or in full view. Covert things are hidden, private, or stealthy.
What is a converted Catholic? ›
It is the transformation of the human heart, by an act of God's grace. Thus, we sometimes call one who becomes Catholic a “convert” which means they have turned from their previous beliefs and now are Catholic.
