Consummation of the Rights Offering. Failure of the Rights Offering to be consummated and the Effective Date (as defined in the Plan) to have occurred by June 11, 2010, other than by reason of a material breach of this Agreement by any of the Backstop Purchasers.
Consummation of the Rights Offering. Failure of the Rights Offering to be consummated by June 11, 2010, other than by reason of a material breach of this Agreement by the Company.
Consummation of the Rights Offering. (1) The Company shall use its commercially reasonable efforts to consummate a rights offering (the “Rights Offering”) to holders of (i) the Company’s Common Shares (including any restricted Common Shares), vested options exercisable for Common Shares, Convertible Community Reinvestment Act Preferred Shares, Series A Convertible Community Reinvestment Act Preferred Shares, 4.40% Cumulative Perpetual Convertible Community Reinvestment Act Preferred Shares, Series A-1 and/or Special Preferred Voting Shares, and/or (ii) Special Common Units and/or Special Common Interests issued, respectively, by Centerline Capital Company LLC and Centerline Investors I LLC, Affiliates of the Company (collectively, the “Trust Securities”), in each case other than the Purchaser, Sxxxxxx X. Xxxx, Jxxx Xxxx, Related General II L.P. or any Affiliates of the foregoing (collectively, the “Purchaser Group”), to subscribe for their pro rata share (assuming for this purpose that the Trust Securities held by the Purchaser Group are not outstanding) of 11.0% Cumulative Convertible Preferred Shares, Series A-1 of the Company, having the same terms as the Convertible Preferred Shares other than the issue date, as promptly as practical following the Closing Date. The Rights Offering shall be conducted in compliance with all applicable Laws, and the proceeds therefrom shall be used to redeem, pursuant to Section 3 a.ii. of the Certificate of Designation, the Convertible Preferred Shares held by the Purchaser, together with its Affiliates and successors in interest (and any permitted transferee pursuant to Section 7.2 (2)). Under the terms of the Rights Offering, the holders of the Trust Securities shall have no oversubscription rights. The prospectus supplement delivered to the holders of the Trust Securities in connection with the Rights Offering, together with the base prospectus and the registration statement in which they are included, will not contain any untrue statement of a material fact, or omit to state a material fact necessary to make the statements contained therein (in the case of the prospectuses, in light of the circumstances under which they were made), not misleading. For purposes of this Section 7.2 only, “Affiliates” shall not include officers, directors, trustees or employees of the Company or its Subsidiaries, other than Sxxxxxx X. Xxxx and Jxxx Xxxx.
