Closing; Delivery of Election Notice Sample Clauses

Closing; Delivery of Election Notice. (a) If the transfers effectuated pursuant to the exercise of Conversion Rights or Sale Rights qualify under one of the Safe Harbors set forth in Treasury Regulations Section 1.7704-1, other than the Safe Harbor described in Section 9.3(b)(iii), the closing of the acquisition of Offered Units shall, unless otherwise mutually agreed, be held at the principal offices of the General Partner, on the following date(s): (i) With respect to the exercise of Conversion Rights, the closing shall occur on the date agreed to by the General Partner and the Exercising Partners, which date shall in no event be more than the later of (A) ten (10) days after the date of the Conversion Component Exercise Notice and (B) the expiration or termination of the waiting period applicable to each Exercising Partner, if any, under the Xxxx-Xxxxx Act; and (ii) With respect to the exercise of Sale Rights, the General Partner shall, within thirty (30) days after receipt by the General Partner of any Sale Component Exercise Notice which Notice does not violate the provisions of Paragraph 3 hereof, deliver to the Exercising Partners an Election Notice, which Election Notice shall set forth the computation of the Cash Amount and shall specify the form of the consideration (which shall be in accordance with Paragraph 6 hereof) to be paid by the General Partner to such Exercising Partners and the date, time and location for completion of the purchase and sale of the Offered Units, which date shall, to the extent required, in no event be more than (A) ten (10) days after delivery by the General Partner of the Election Notice for Offered Units with respect to which the General Partner has elected to pay the consideration by issuance of shares of its Common Stock or (B) sixty (60) days after the initial date of receipt by the General Partner of the Sale Component Rights Notice for Offered Units with respect to which the General Partner has elected to pay the Cash Amount; provided, however, that such sixty (60) day period may be extended for an additional period to the extent required for the General Partner to cause additional shares of its Common Stock to be issued to provide financing to be used to acquire the Offered Units. Notwithstanding the foregoing, in the event the completion date is extended, the General Partner agrees to use its best efforts to cause the closing of the acquisition of Offered Units hereunder to occur as quickly as possible. (b) If the transfers effectuated pursuant to...
AutoNDA by SimpleDocs
Closing; Delivery of Election Notice. The closing of the redemption of Offered Units shall, unless otherwise mutually agreed, be held at the principal offices of the General Partner, on the date agreed to by the General Partner and the Exercising Partners, which date shall in no event be later than: (i) ten (10) business days after the date of delivery of the Exercise Notice to the General Partner or (ii) the first date upon which all legal and other conditions with respect to such redemption have been satisfied (which shall include the expiration or termination of any applicable waiting periods).
Closing; Delivery of Election Notice. The closing of the acquisition of Offered Series C Preferred Units shall, unless otherwise mutually agreed, be held at the principal office of the General Partner, on the date agreed to by the General Partner and the Exercising Partner(s), which date shall in no event be on the date which is the later of (i) the expiration or termination of the waiting period applicable to each Exercising Partner, if any, under the Xxxx Xxxxx Act; and (ii) ten (10) days after receipt of the Exchange Exercise Notice delivered in accordance with the requirements of Paragraph II hereof.
Closing; Delivery of Election Notice. The closing of the acquisition of Offered Interests shall, unless otherwise mutually agreed, be held at the principal offices of the General Partner, on the date agreed to by the General Partner and the Exercising Partners, which date shall in no event be on the date which is the later of (i) twenty (20) days after the date of the Exercise Notice and (ii) the expiration or termination of the waiting period applicable to each Exercising Partner, if any, under the Xxxx-Xxxxx Act.
Closing; Delivery of Election Notice. The closing of the acquisition of Offered Common Units shall, unless otherwise mutually agreed, be held at the principal office of the General Partner, on the following date(s):
Closing; Delivery of Election Notice. LXP shall, within fifteen (15) Business Days after the receipt by LXP of an Exercise Notice from the Fund, deliver to the Fund an Election Notice, which Election Notice shall specify whether the Purchase Price will be paid in the form of the Cash Purchase Price or the Share Purchase Price, shall set forth the computation of the Purchase Price and shall specify the date, time and location for completion of the purchase and sale of the Offered Interest, which date shall in no event be more than (i) twenty (20) days after delivery by LXP of the Election Notice for the Offered Interest if LXP has elected to pay the Share Purchase Price or (ii) sixty (60) days after the date of receipt by LXP of the Exercise Notice for the Offered Interest if LXP has elected to pay the Cash Purchase Price. The Election Notice shall also identify any Retained Properties that LXP elects to exclude pursuant to Section 11.2(b)(iii) of the Agreement. If LXP fails to deliver the Election Notice within such fifteen (15) Business Day period, it shall be deemed to have given an Election Notice on the last day of such period specifying that LXP will redeem the Offered Interest, for the Share Purchase Price, at the Company's principal office, at 10 a.m. local time on the twenty (20th) day thereafter (or if such 20th day is not a Business Day, on the first Business Day following such 10th day). Notwithstanding the foregoing, LXP and the Fund agree to use their best efforts to cause the closing of the acquisition of the Offered Interest hereunder to occur as quickly as reasonably possible.
Closing; Delivery of Election Notice. The closing of the acquisition of Offered Units shall, unless otherwise mutually agreed, be held at the principal offices of the General Partner, on the date agreed to by the General Partner and the Exercising Partners, which date shall be as soon as practicable but in no event be later than the date which is the later of (i) twenty (20) days after the date of the Exercise Notice and (ii) the expiration or termination of the waiting period applicable to each Exercising Partner, if any, under the Xxxx-Xxxxx Act. Notwithstanding the foregoing, in the event that the General Partner elects to cause the Purchase Price to be paid in cash because payment in Shares would violate the Ownership Limit, then the General Partner shall have up to one hundred eighty (180) days after the date of the Exercise Notice to close the acquisition of the Offered Units; PROVIDED THAT after twenty (20) days, interest shall be paid on the Purchase Price at the prime rate as reported in the WALL STREET JOURNAL.
AutoNDA by SimpleDocs
Closing; Delivery of Election Notice. The closing of the conversion of the Class B Member Units shall, unless otherwise mutually agreed, be held at the principal offices of the Managing Member, on the date agreed to by the Managing Member and the exercising Class B Member, which date shall in no event be later than: (i) ten (10) business days after the date of delivery of the Exercise Notice to the Managing Member or (ii) the first date upon which all legal and other conditions with respect to such conversion have been satisfied (which shall include the expiration or termination of any applicable waiting periods).
Closing; Delivery of Election Notice. The closing of the acquisition of Offered Interests shall, unless otherwise mutually agreed, be held at the principal offices of the General Partner or, at the option of the General Partner, may be effectuated by mail, as of the following times: (a) With respect to the exercise of Conversion Rights, at 2:00 p.m. on that date which is seventy days after the receipt by the General Partner of the applicable Exercise Notice (or if such day is not a Business Day, the first Business Day thereafter); and (b) With respect to the exercise of Sale Rights, the General Partner shall, within thirty (30) days after receipt by the General Partner of any Sale Component Exercise Notice delivered in accordance with the requirements of Paragraph 3 hereof, deliver to the Exercising Partner an Election Notice, which Election Notice shall specify the form of the Purchase Price (which shall be in accordance with Paragraph 5 hereof) to be paid to such Exercising Partner, and the closing thereof shall be held at 2:00 p.m. on that date which is seventy (70) days after the receipt by the General Partner of the applicable Exercise Notice (or if such day is not a Business Day, the first Business Day thereafter).
Closing; Delivery of Election Notice. The closing of the acquisition of Offered Common Units shall, unless otherwise mutually agreed, be held at the principal office of the Managing General Partner, on the following date(s): (a) With respect to the exercise of Exchange Rights for which the Managing General Partner elects to pay the Share Purchase Price, the closing shall occur on the date agreed to by the Managing General Partner and the Exercising Partner(s), which date shall in no event be on or after the date which is the later of (i) ten (10) days after the delivery of the Election Notice; (ii) the expiration or termination of the waiting period applicable to each Exercising Partner, if any, under the Xxxx Xxxxx Act; and (iii) forty (40) days after receipt of the Exchange Exercise Notice delivered in accordance with the requirements of Paragraph 3 hereof; and (b) With respect to the exercise of Exchange Rights for which the Managing General Partner elects to pay the Cash Purchase Price, the closing shall occur on the date agreed to by the Managing General Partner and the Exercising Partner(s), which date shall in no event be later than sixty (60) days after the Computation Date for such Exchange Exercise Notice; provided, however, that such sixty (60) day period may be extended for an additional period of up to thirty (30) additional days to the extent required for the Managing General Partner to cause additional Common Shares to be issued to provide financing to be used to acquire the Offered Common Units. Notwithstanding the foregoing, the Managing General Partner agrees to use its best efforts to cause the closing of the acquisition of Offered Common Units hereunder to occur as quickly as possible.
Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!