Common use of Exchange of Partnership Interests Clause in Contracts

Exchange of Partnership Interests. (a) Each holder (other than Pubco) of an Interest shall be entitled to exchange, at any time and from time to time after the incorporation of Pubco, any or all of such holder’s Interests, or any or all of the shares of stock held by such holder in one or more corporations with no assets or liabilities other than such Interests (which exchange, at such Holder’s election, will to the extent possible be structured in a transaction qualifying as a reorganization under I.R.C. ss. 368(a)), into a proportionate number of fully paid and non-assessable shares of the Public Common Stock. Such right shall be exercised by a written notice of the holder of such Interest to the transfer agent of Pubco stating that such holder desires to exchange such Interests into a proportionate number of shares of the Public Common Stock, and by instruments of transfer to the transfer agent, in form satisfactory thereto, duly executed by such holder or such holder’s duly authorized attorney, and transfer tax stamps or funds therefor, if required by Section 6.2(c) below. The number of shares of Public Common Stock to be exchanged for a percentage of Interests shall be subject to adjustment as provided in Section 6.2(c) below.

Appears in 1 contract

Samples: Partnership Agreement (Verizon Wireless Capital LLC)

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Exchange of Partnership Interests. (a) Each holder (other than Pubco) of an Interest shall be entitled to exchange, at any time and from time to time after the incorporation of Pubco, any or all of such holder’s 's Interests, or any or all of the shares of stock held by such holder in one or more corporations with no assets or liabilities other than such Interests (which exchange, at such Holder’s 's election, will to the extent possible be structured in a transaction qualifying as a reorganization under I.R.C. ss. 368(a)), into a proportionate number of fully paid and non-assessable shares of the Public Common Stock. Such right shall be exercised by a written notice of the holder of such Interest to the transfer agent of Pubco stating that such holder desires to exchange such Interests into a proportionate number of shares of the Public Common Stock, and by instruments of transfer to the transfer agent, in form satisfactory thereto, duly executed by such holder or such holder’s 's duly authorized attorney, and transfer tax stamps or funds therefor, if required by Section 6.2(c) below. The number of shares of Public Common Stock to be exchanged for a percentage of Interests shall be subject to adjustment as provided in Section 6.2(c) below.

Appears in 1 contract

Samples: Investment Agreement (Bell Atlantic Corp)

Exchange of Partnership Interests. (a) Each holder (other than Pubco) of an Interest shall be entitled to exchange, at any time and from time to time after the incorporation of Pubco, any or all of such holder’s 's Interests, or any or all of the shares of stock held by such holder in one or more corporations with no assets or liabilities other than such Interests (which exchange, at such Holder’s 's election, will to the extent possible be structured in a transaction qualifying as a reorganization under I.R.C. ss. 368(a)), into a proportionate number of fully paid and non-assessable shares of the Public Common Stock. Such right shall be exercised by a written notice of the holder of such Interest to the transfer agent of Pubco stating that such holder desires to exchange such Interests into a proportionate number of shares of the Public Common Stock, and by instruments of transfer to the transfer agent, in form satisfactory thereto, duly executed by such holder or such holder’s 's duly authorized attorney, and transfer tax stamps or funds therefor, if required by Section 6.2(c) below. The number of shares of Public Common Stock to be exchanged for a percentage of Interests shall be subject to adjustment as provided in Section 6.2(c6.2(e) below.

Appears in 1 contract

Samples: Investment Agreement (Verizon Wireless Inc)

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Exchange of Partnership Interests. (a) Each holder (other than Pubco) of an Interest shall be entitled to exchange, at any time and from time to time after the incorporation of Pubco, any or all of such holder’s Interests, or any or all of the shares of stock held by such holder in one or more corporations with no assets or liabilities other than such Interests (which exchange, at such Holder’s election, will to the extent possible be structured in a transaction qualifying as a reorganization under I.R.C. ss. 368(a)), into a proportionate number of fully paid and non-assessable shares of the Public Common Stock. Such right shall be exercised by a written notice of the holder of such Interest to the transfer agent of Pubco stating that such holder desires to exchange such Interests into a proportionate number of shares of the Public Common Stock, and by instruments of transfer to the transfer agent, in form satisfactory thereto, duly executed by such holder or such holder’s duly authorized attorney, and transfer tax stamps or funds therefor, if required by Section 6.2(c) below. The number of shares of Public Common Stock to be exchanged for a percentage of Interests shall be subject to adjustment as provided in Section 6.2(c6.2(e) below.

Appears in 1 contract

Samples: Investment Agreement (Verizon Wireless Capital LLC)

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