Exchange of Lp Units Sample Clauses

Exchange of Lp Units. 28 5.10 Restrictions on Distributions on, and Acquisitions of, Preference Units, Preference B Units and Common Units during the Preference Period................................29 5.11 Reimbursements and Payments.................................29
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Exchange of Lp Units. 5.9.1 After the Exchange Date, KPL may from time to time exchange an aggregate of up to 2,650,000 Preference Units or Preference B Units or a combination thereof (the "Exchangeable Amount") for an equal number of Senior Preference Units; provided, however, that each such exchange shall be conditioned upon receipt by the Partnership of an Opinion of Counsel that the intrinsic economic and federal income tax characteristics of the Senior Preference Units issuable upon such exchange are identical to the intrinsic economic and federal income tax characteristics of the Senior Preference Units outstanding immediately prior to such exchange. As used in this Section 5.9.1
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Exchange of Lp Units. 5.9.1 After the Exchange Date, KPL may from time to time exchange an aggregate of up to 2,650,000 Preference Units or Preference B Units or a combination thereof (the ?Exchangeable Amount?) for an equal number of Senior Preference Units; provided, however, that each such exchange shall be conditioned upon receipt by the Partnership of an Opinion of Counsel that the intrinsic economic and federal income tax characteristics of the Senior Preference Units issuable upon such exchange are identical to the intrinsic economic and federal income tax characteristics of the Senior Preference Units outstanding immediately prior to such exchange. As used in this Section 5.9.1, the ?Exchange Date? shall mean the later of (i) the Record Date for distributions of Available Cash to the holders of Senior Preference Units with respect to the third calendar quarter of 1997, and (ii) the end of the calendar quarter as to which the Partnership shall have distributed to all Unitholders in respect of such quarter and each of the three full consecutive preceding calendar quarters Available Cash that constitutes Cash from Operations in an amount at least equal to the Third Target Distribution; provided that, as of such date, the sum of (A) plus (B) is less than Permitted Indebtedness where (A) is equal to the outstanding principal balance as of such date of the Partnership's consolidated indebtedness (excluding borrowings for working capital purposes) and (B) is equal to the amount of revenues collected by the Partnership that (x) are then subject to possible refund under a pending rate case and (y) are not maintained by the Partnership in a separate reserve fund. In the event of a distribution, combination or subdivision of the Preference Units or Preference B Units pursuant to Section 4.11, the ?Exchangeable Amount? shall be adjusted to and become that amount which bears the same ratio to the aggregate number of Outstanding Preference Units and Outstanding Preference B Units after giving effect to such distribution, combination or subdivision as the Exchangeable Amount bears to the aggregate number of Outstanding Preference Units and Outstanding Preference B Units immediately prior to such distribution, combination or subdivision. In the event of a distribution, combination or subdivision of the Senior Preference Units, the number of Senior Preference Units for which one Preference Unit or Preference B Unit is exchangeable (the ?Exchange Factor?) shall be adjusted to and become ...
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Exchange of Lp Units. The General Partner may, at its option by written notice to Food Services given at least seven (7) days before an Adjustment Date on which LP Units are to be issued pursuant to Section 6.6 hereof, elect to require Food Services as Limited Partner to surrender to the Partnership some or all of the LP Units to be issued to Food Services as Limited Partner on or in connection with such Adjustment Date as may be specified by the General Partner in such written notice for a payment in cash to the Limited Partner, and may make such arrangement with the Fund for the funding of the amount of cash required to make such payment. Such exchanges will be effected in accordance with the following procedure:
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Exchange of Lp Units 
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Related to Exchange of Lp Units

  • Exchange of Warrants Upon the surrender by the Registered Holder, properly endorsed, to the Company at the principal office of the Company, the Company will, subject to the provisions of Section 4 hereof, issue and deliver to or upon the order of such Holder, at the Company's expense, a new Warrant or Warrants of like tenor, in the name of the Registered Holder or as the Registered Holder (upon payment by the Registered Holder of any applicable transfer taxes) may direct, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock (or other securities, cash and/or property) then issuable upon exercise of this Warrant.

  • Exchange of Stock On the basis of the representations, warranties, covenants and agreements set forth herein, at the Closing (as defined in Section 1.3 below) Purchaser will purchase from Stockholder, and Stockholder will sell, convey and assign to Purchaser all of the Company Stock.

  • Exchange of Common Shares for Rights The Board of Directors of the Company may, at its option, at any time after the occurrence of a Trigger Event, exchange Common Shares for all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 11.1.2) by exchanging at an exchange ratio of that number of Common Shares having an aggregate value equal to the Spread (with such value being based on the current per share market price (as determined pursuant to Section 11.4) on the date of the occurrence of a Trigger Event) per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such amount per Right being hereinafter referred to as the "Exchange Consideration"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Acquiring Person shall have become the Beneficial Owner of 50% or more of the Common Shares then outstanding. From and after the occurrence of an event specified in Section 13.1, any Rights that theretofore have not been exchanged pursuant to this Section 27.1 shall thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 27.1. The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish.

  • Exchange of Rights (a) At any time during the period of 180 days after a Section 11(a)(ii) Event, the Board of Directors of the Company may, at its option, authorize and direct the exchange of all, but not less than all, of the then outstanding Rights for Common Shares, one one-hundredths of Preferred Shares, debt securities of the Company, other property, or any combination of the foregoing, in each case having an aggregate Current Market Price equal to the result obtained by (i) multiplying the Current Market Price per Common Share on the record date for such exchange by the number of Common Shares for which a Right is exercisable on such record date and (ii) subtracting from such product the Exercise Price on such Record Date (the "Exchange Ratio"), and the Company shall so exchange the Rights.

  • Transfer and Exchange of Global Securities (i) The transfer and exchange of Global Securities or beneficial interests therein shall be effected through the Depository, in accordance with this Indenture (including applicable restrictions on transfer set forth herein, if any) and the procedures of the Depository therefor. A transferor of a beneficial interest in a Global Security shall deliver to the Registrar a written order given in accordance with the Depository’s procedures containing information regarding the participant account of the Depository to be credited with a beneficial interest in the Global Security. The Registrar shall, in accordance with such instructions instruct the Depository to credit to the account of the Person specified in such instructions a beneficial interest in the Global Security and to debit the account of the Person making the transfer the beneficial interest in the Global Security being transferred.

  • Exchange of Stock Certificates On the effective date of the Merger, the Shareholders, as the holders of a certificate or certificates representing shares of Company common stock shall, upon surrender of such certificate or certificates, receive the Merger Consideration, and until the certificate or certificates of Company common stock shall have been surrendered by the Shareholder and replaced by a certificate or certificates representing Pentegra Common Stock (as set forth on ANNEX I), the certificate or certificates of Company common stock shall, for all purposes be deemed to evidence ownership of the number of shares of Pentegra Common Stock determined in accordance with the provisions of ANNEX I. All shares of Pentegra Common Stock issuable to the Shareholders in the Merger shall be deemed for all purposes to have been issued by Pentegra on the Closing Date. The Shareholders shall deliver to Pentegra at Closing the certificate or certificates representing the Company common stock owned by them, duly endorsed in blank by the Shareholders, or accompanied by duly executed blank stock powers, and with all necessary transfer tax and other revenue stamps, acquired at the Shareholder's expense, affixed and cancelled.

  • Conversion and Exchange of Shares (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Purchaser, Parent, the Company or any stockholder of the Company:

  • Transfer and Exchange of Beneficial Interests in Global Securities The transfer and exchange of beneficial interests in the Global Securities shall be effected through the Depository, in accordance with the provisions of this Indenture and the applicable rules and procedures of the Depository. Beneficial interests in Restricted Global Securities shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Beneficial interests in Global Securities shall be transferred or exchanged only for beneficial interests in Global Securities. Transfers and exchanges of beneficial interests in the Global Securities also shall require compliance with either subparagraph (i) or (ii) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:

  • Exchange of Notes A Noteholder may exchange Notes for other Notes of the same Class by surrendering the Notes to be exchanged at the office or agency of the Issuer maintained under Section 3.2. If the requirements of Section 8-401(a) of the UCC are met, the Issuer will execute, the Indenture Trustee will authenticate and the Noteholder will receive from the Indenture Trustee new Notes of the same Class, in the same principal amount.

  • Exchange of the Warrant upon a Transfer On surrender of this Warrant (and a properly endorsed Assignment Form) for exchange, subject to the provisions of this Warrant with respect to compliance with the Securities Act and limitations on assignments and transfers, the Company shall issue to or on the order of the Holder a new warrant or warrants of like tenor, in the name of the Holder or as the Holder (on payment by the Holder of any applicable transfer taxes) may direct, for the number of shares issuable upon exercise hereof, and the Company shall register any such transfer upon the Warrant Register. This Warrant (and the securities issuable upon exercise of the rights under this Warrant) must be surrendered to the Company or its warrant or transfer agent, as applicable, as a condition precedent to the sale, pledge, hypothecation or other transfer of any interest in any of the securities represented hereby.

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