BPY Corporation Conversion Call Rights Clause Samples

BPY Corporation Conversion Call Rights. Notwithstanding the foregoing, in the event that the Corporation delivers a Corporation’s Conversion Notice pursuant to Section 4.1, and subject to the limitations set forth in this Section 4.1.1, Brookfield Property Partners L.P. (“BPY”) shall have the overriding right (the “Corporation Conversion Call Right”), notwithstanding the proposed conversion of the Series G Shares by the Corporation pursuant to Section 4.1 hereof, to purchase from such holder on the Corporation’s Conversion Date all but not less than all of the Series G Shares to be converted into Common Shares (the “Corporation Conversion Shares”) on payment by BPY of an amount per share equal to that number of freely tradeable Common Shares (per Series G Share) determined by dividing the Redemption Price that would be applicable on the Corporation’s Conversion Date together with accrued and unpaid dividends (for greater certainty excluding declared dividends with a record date prior to the Corporation’s Conversion Date) up to but excluding the Corporation’s Conversion Date, by the greater of US$2.00 and 95% of the Current Market Price, applicable on the last business day prior to the Corporation’s Conversion Date (the “Corporation Conversion Consideration”) which shall be satisfied in full by BPY causing to be delivered to such holder the Common Shares representing the Corporation Conversion Consideration. In the event of the exercise of a Corporation Conversion Call Right, a holder of Series G Shares who has received a Corporation’s Conversion Notice shall be obligated to sell all the Corporation Conversion Shares to BPY on the Corporation’s Conversion Date on payment by BPY of an amount per share equal to the Corporation Conversion Consideration for each such share in the form of Common Shares. Upon delivery by the Corporation to a Holder of a Corporation’s Conversion Notice, the Corporation shall immediately notify BPY thereof. In order to exercise its Corporation Conversion Call Right, BPY must notify the Corporation in writing of its determination to do so (a “BPY Corporation Conversion Call Notice”) at least five business days prior to the Corporation’s Conversion Date. If BPY does not notify the Corporation prior to such five business day period, the Corporation shall notify the holder as soon as possible thereafter that BPY will not exercise the Corporation Conversion Call Right. If BPY delivers a BPY Corporation Conversion Call Notice prior to such five business day period and duly exe...