Exchange of Interests Sample Clauses

Exchange of Interests. Subject to compliance with the requirements of applicable law, the Managing Owner shall have the authority to provide that Interestholders of any Series shall have the right to exchange said Interests into one or more other Series in accordance with such requirements and procedures as may be established by the Managing Owner. The Managing Owner shall also have the authority to provide that Interestholders of any class of a particular Series shall have the right to exchange said Interests into one or more other classes of that particular Series or any other Series in accordance with such requirements and procedures as may be established by the Managing Owner.

Exchange of Interests. Interests in one Series may be exchanged, without applicability of redemption fees, for Interests of equivalent value of any other Series (an “Exchange”) on any Dealing Day, subject to the conditions on Redemptions in this Article VII, except that an Exchange will be made on the first Dealing Day following the date the Managing Owner is in receipt of an Exchange Request for at least five Business Days.

Exchange of Interests. (a) Immediately prior to the Closing, the Company shall deposit, or shall cause to be deposited, with Island Stock Transfer (the “Exchange Agent”), for the benefit of the UBID Shareholders certificates in the names of each such UBID Shareholder evidencing the number of Merger Shares to be issued to such UBID Shareholder in accordance with this Article II. As soon as reasonably practicable after the Effective Time, the Company will instruct the Exchange Agent to deliver to each holder of UBID Share a letter of transmittal containing instructions for use in effecting the exchange of UBID Shares for certificates evidencing the relevant number of Merger Shares. No interest shall be paid on the Merger Shares. All Merger Shares issued upon exchange of the UBID Share in accordance with the terms hereof shall be deemed to have been issued or paid in full satisfaction of all rights pertaining to such shares of Company Common Stock. (b) It is understood that the certificates evidencing the Merger Shares will bear the legends set forth below: (i) THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY OTHER JURISDICTIONS. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS; (ii) Any additional legend required by Applicable Law. The legend set forth in (i) above shall be removed from any certificate evidencing such Merger Shares upon delivery to the Company of an opinion by counsel, reasonably satisfactory to the Company, that such security can be freely transferred without such a registration statement being in effect and that such transfer will not jeopardize the exemption or exemptions from registration pursuant to which the Company issued such Merger Shares.

Exchange of Interests. At the Effective Time: (a) The limited partner in the Terminating Partnership immediately prior to the Effective Time shall receive $100 in exchange for such limited partner interest; (b) The Subsidiary GP's interest in the Terminating Partnership shall be converted into (i)a general partner interest in the Surviving Partnership and (ii) one unit of limited partner interest in the Surviving Partnership for each unit converted to a limited liability company interest in the Company by a limited partner of CPA 3 pursuant hereto; (c) The First GP's interest in CPA 3 shall be converted into a limited liability company interest in Carex Xxxersified LLC (the "Company") consisting of 2,253 "Listed Shares" and units of special partner interest in CPA 3, and the First GP shall automatically become a member of the Company and special partner of CPA 3; (d) The Second GP's interest in CPA 3 shall be converted into a limited liability company interest in the Company consisting of 293,075 "Listed Shares" and units of special partner interest in CPA 3, and the Second GP shall automatically become a member of the Company and a special partner of CPA 3; and

Exchange of Interests. On the CAM Exchange Date, (i) each US Lender shall fund its participation in any outstanding Swing Line Loans in accordance with Section 2.05(c) of the Credit Agreement; (ii) each US Lender shall fund its participation in any Unreimbursed Amounts, including all L/C Borrowings, in accordance with Section 2.04(d) of the Credit Agreement; (iii) the Lenders shall automatically and without further act be deemed to have exchanged interests in the Designated Obligations (including, without limitation, exchanges between the Credit Facilities) such that, in lieu of the interests of each Lender in the Designated Obligations, such Lender shall own an interest equal to such Lender’s CAM Percentage in each component of the Designated Obligations immediately following the CAM Exchange; and (iv) simultaneously with the deemed exchange of interests pursuant to clause (iii) above, the interests in the Designated Obligations to be received in such deemed exchange shall, automatically and with no further action required, be converted into the Dollar Equivalent calculated as of the CAM Exchange Date, of such amount and on and after such date all amounts accruing and owed to the Lenders in respect of such Designated Obligations shall accrue and be payable in Dollars at the rate otherwise applicable under the Credit Agreement.

Exchange of Interests. At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, CBOT, Ceres, eCBOT, any Limited Partner or any other Person: (1) All of the shares of capital stock of Merger Sub issued and outstanding as of immediately prior to the Effective Time, in the aggregate, shall be exchanged for and converted into the number of Ceres Class A-1 Units, Class A-2 Units, Class A-3 Units, Class A-4 Units, and Class B Units, respectively, issued and outstanding as of immediately prior to the Effective Time (other than any such Units held by eCBOT or CBOT).

Exchange of Interests. To accomplish various business purposes, the General Partner of the Partnership has the ability to cause the Partnership to convert to a corporation. The Partnership Agreement specifically contemplates that the Company, through a successor entity, will have an IPO and the General Partner is given broad powers to change the form of the Company from a limited partnership to a corporation by merger or contribution of assets and liabilities, in order to effect an IPO. In addition, if the Company does not have an IPO, the General Partner has determined that it may nevertheless be beneficial to convert to a corporation. At the request of the Underwriters, the General Partner desires that, rather than a merger or contribution of assets and liabilities, the Holders exchange their Units for Common Stock, and that this exchange occur with the possibility that the New Rackspace may not complete the IPO. The exchange will take place on a one Unit for one share of Common Stock basis, except for Yoo, Elmendorf, Condon, Bell, Grxxxx xnd Macroweb, each of whom will receive slightly less than one share of Common Stock per Unit exchanged, and except for Trout, which will receive slightly more than one share of Common Stock per Unit exchanged. Each of the Holders agree that at such time that the General Partner contributes all of its Units to New Rackspace, the Units of such Holder and of all of the Holders, without any further act of the Holders, shall be transferred to New Rackspace in exchange for Common Stock in proportion to the Holders' positive Capital Account balances, adjusted by treating the Partnership as having liquidated and its property sold at fair market value, and gains and losses allocated in accordance with Section 11.4 of the Partnership Agreement, which proportions are set forth below (the "Exchange"). The Common Stock received from New Rackspace will have an appropriate legend indicating that it is subject to the restrictions contained in the Partnership Agreement (which restriction shall be removed after the IPO, if it occurs), and that it is restricted stock and may not be sold without an opinion of counsel to the satisfaction of New Rackspace that such sale will not be in violation of the provisions of the Securities Act of 1933. The Holders agree that no fractional shares of Common Stock will be issued, and as a result fractional Units shall be rounded to the nearest whole number as set forth below: Partner Units Exchanged Common Stock to be -------...

Exchange of Interests. At the Effective Time: (a) The general partner and limited partner interests in the First Partnership outstanding immediately prior to the Effective Time shall be exchanged for the partnership interests in Second Partnership held by Opcap LP, and all rights in, title to, and interest in, the partnership interests held by Opcap LP in Second Partnership shall automatically vest in PALP and Value Advisors in accordance with their percentage ownership interest in the First Partnership, and shall be owned by PALP and Value Advisors, free and clear of any lien, claim or interest of any person or entity, and the general partner and limited partner interests in the First Partnership shall cease to be outstanding upon such exchange; and (b) The partnership interest in the Second Partnership held by Opcap LP outstanding immediately prior to the Effective Time shall be exchanged for 24,981,285 Class A GP Units in PALP, and all rights in, title to, and interest in, such Class A GP Units in PALP shall automatically vest and be owned by Opcap LP free and clear of any lien, claim or interest of any person or entity.

Exchange of Interests. As soon as practicable after the Effective Time, the Shareholders shall surrender to TMP certificate(s) representing all of the issued and outstanding Equity Interests, with all necessary stock transfer and other documentary stamps attached, stock powers and any other documents that are necessary to transfer to TMP good and marketable title to the Common Stock free and clear of all Liens (as defined in SECTION 10.10), including any and all assignment and transfer documents as reasonably requested by TMP (the "TRANSFER DOCUMENTS"). Upon such surrender, such certificates shall forthwith be canceled and the holders thereof shall be entitled to receive the Merger Consideration in accordance with this ARTICLE II, subject to the post-closing adjustment.

Exchange of Interests. Upon the commencement of trading for a Series, Limited Owners of such Series may exchange, without any fee, Interest in that Series for Interest of another Class of Interest in such Fund or for Interest in another Series which has also commenced trading (an “Exchange”), subject to the conditions on Redemptions in this Article VII, provided, however, that Exchanges shall only take place on the last Wednesday of each month (the “Exchange Date”), unless that day or the following day is not a Business Day, in such an event the Exchange Date is two Business Days prior to the last Wednesday of the month. The Administrator must receive a Limited Owner’s request to exchange Units by 4:00 PM NYT on the Exchange Date. Exchanges are calculated at the applicable Series’ net asset value per Interest at the Valuation Point on the Exchange Date, and settlement of exchange requests will be completed at such date and time. Exchanges between Series shall be completed using the currency exchange rate at the Valuation Point on the Exchange Date then available to the Trust by its bankers.