Certain Rights of Holders of Class B Vested Interests in Certain Organic Changes of the Company Sample Clauses

Certain Rights of Holders of Class B Vested Interests in Certain Organic Changes of the Company. (a) In the event any Member or Members (the “Transferring Members”) desire to Transfer all or part of their Class A Interests to any Person (a “Sale Purchaser”) in a transaction that would result in an Organic Change of the Company (including any sale of Class A Interests or public offering pursuant to Section 8.06), and if the Company does not redeem the Eligible Class B Vested Interests pursuant to Section 5.05 of this Agreement, the Transferring Members shall deliver written notice (the “Sale Notice”) to REEIP and to the REEIP members holding Eligible REEIP Class B Vested Interests at least fifteen (15) Business Days prior to the proposed Transfer date. The Sale Notice shall set forth: (i) the number of Interests being Transferred in such transaction, (ii) the consideration to be received by each Member Transferring Interests in such transaction (including the price to be paid to all holders of Eligible Class B Vested Interests and to each such holder of an Eligible Class B Vested Interest in the event a Member holding Eligible Class B Vested Interests elects to sell Eligible Class B Vested Interests under paragraph (b) of this Section 8.07 and, in the case of a public offering, the ratio at which each Eligible Class B Vested Interest will be converted into the equity securities that are publicly offered), which shall be equal to the fair market value of the Eligible Class B Vested Interests as determined by approval of the Board of Managers pursuant to Section 6.03(a), based on the value of the Class A Interests to be purchased by the Sale Purchaser, (iii) the identity of the Sale Purchaser, (iv) any other material terms and conditions of the proposed Transfer, (v) the date of the proposed Transfer, and (vi) if the Transferring Members so elect, that the Transferring Members are exercising their option (the “Drag Along Option”) to require that the Members holding Eligible Class B Vested Interests sell all (but not less than all) of their Eligible Class B Vested Interests to the Sale Purchaser for the proposed selling price specified in the Sale Notice. In the event the Drag Along Option is exercised in a transaction under this Section 8.07, all Class B Interests other than the Eligible Class B Vested Interests will be cancelled automatically upon completion of such transaction, without any consideration being payable therefor.
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Related to Certain Rights of Holders of Class B Vested Interests in Certain Organic Changes of the Company

  • All Other Transfers and Exchanges of Beneficial Interests in Global Notes In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(1) above, the transferor of such beneficial interest must deliver to the Registrar either:

  • All Other Transfers and Exchanges of Beneficial Interests in Global Securities In connection with all transfers and exchanges of beneficial interests in any Global Security that is not subject to Section 2.2(b)(i), the transferor of such beneficial interest must deliver to the Registrar (1) a written order from an Agent Member given to the Depository in accordance with the applicable rules and procedures of the Depository directing the Depository to credit or cause to be credited a beneficial interest in another Global Security in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the applicable rules and procedures of the Depository containing information regarding the Agent Member account to be credited with such increase. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Securities contained in this Indenture and the Securities or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Security pursuant to Section 2.2(g).

  • Effect of Recapitalizations, Reclassifications and Changes of the Common Stock (a) In the case of:

  • Additional Rights of Holders of Restricted Global Notes and Restricted Definitive Notes In addition to the rights provided to Holders of Notes under the Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes will have all the rights set forth in the Exchange and Registration Rights Agreement dated as of August 26, 2019, among the Company, the Guarantors and the other parties named on the signature pages thereof or, in the case of Additional Notes, Holders of Restricted Global Notes and Restricted Definitive Notes will have the rights set forth in one or more registration rights agreements, if any, among the Company, the Guarantors and the other parties thereto, relating to rights given by the Company and the Guarantors to the purchasers of any Additional Notes (collectively, the “Registration Rights Agreement”).

  • Rights of Holders; Waivers of Past Defaults (a) The legal title to the Trust Property is vested exclusively in the Property Trustee (in its capacity as such) in accordance with Section 2.9, and the Holders shall not have any right or title therein other than the undivided beneficial interest in the assets of the Issuer Trust conferred by their Trust Securities and they shall have no right to call for any partition or division of property, profits or rights of the Issuer Trust except as described below. The Trust Securities shall be personal property giving only the rights specifically set forth therein and in this Trust Agreement. The Trust Securities shall have no preemptive or similar rights and when issued and delivered to Holders against payment of the purchase price therefor will be fully paid and nonassessable by the Issuer Trust. The Holders of the Trust Securities, in their capacities as such, shall be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware.

  • Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global Note

  • Redemption of Partnership Interests of Non-citizen Assignees (a) If at any time a Limited Partner or Assignee fails to furnish a Citizenship Certification or other information requested within the 30-day period specified in Section 4.9(a), or if upon receipt of such Citizenship Certification or other information the General Partner determines, with the advice of counsel, that a Limited Partner or Assignee is not an Eligible Citizen, the Partnership may, unless the Limited Partner or Assignee establishes to the satisfaction of the General Partner that such Limited Partner or Assignee is an Eligible Citizen or has transferred his Partnership Interests to a Person who is an Eligible Citizen and who furnishes a Citizenship Certification to the General Partner prior to the date fixed for redemption as provided below, redeem the Partnership Interest of such Limited Partner or Assignee as follows:

  • Additional Rights of Holders of Transfer Restricted Securities In addition to the rights provided to Holders under the Indenture, Holders of Transfer Restricted Securities shall have all the rights set forth in the Registration Rights Agreement.

  • Certain Agreements of Pledgors As Issuers and Holders of Equity Interests (a) In the case of each Pledgor which is an issuer of Securities Collateral, such Pledgor agrees to be bound by the terms of this Agreement relating to the Securities Collateral issued by it and will comply with such terms insofar as such terms are applicable to it.

  • Consent Rights of the Majority Participants to Certain Actions For so long as none of the VMTP Shares have been registered under the Securities Act, without the affirmative vote or consent of the Majority Participants, neither the Fund nor the Board of Trustees will take or authorize the taking of any of the actions set forth under clauses (a) through (e) of this Section 7.15:

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