Exchange of Units Sample Clauses

Exchange of Units. (a) Subject to adjustment as provided in this Section 7.08, each holder of a Unit (other than the Ultimate Parent and its subsidiaries) shall be entitled to exchange, at any time and from time to time, any or all of such holder’s Units, (i) in the case of Common Units, on a one-for-one basis, for the same number of shares of Class A Common Stock (the number of shares of Class A Common Stock for which a Common Unit is entitled to be exchanged is referred to herein as the “Common Unit Exchange Rate”), (ii) in the case of Units, other than Common Units, issued pursuant to Section 7.03 or Section 7.06(b), on a one-for-one basis, into the same number of Securities with designations, preferences and other rights, terms and provisions that are substantially the same as the designations, preferences and other rights, terms and provisions of Securities that originally triggered the issuance of such Units to such holder pursuant to Section 7.03 or Section 7.06(b) (the number of Securities for which a Unit is entitled to be exchanged pursuant to this clause (ii), the “Unit Exchange Rate” and, together with Common Unit Exchange Rate, the “Exchange Rate”). Any exchange right pursuant to this Section 7.08(a) shall be exercised by a written notice to the Ultimate Parent from the holder of such Units stating that such holder desires to exchange a stated number of Units pursuant to this Section 7.08(a), accompanied by instruments of transfer to the Ultimate Parent, in form satisfactory to the Ultimate Parent and to the Ultimate Parent’s transfer agent (the “Transfer Agent”), duly executed by such holder or such holder’s duly authorized attorney, and transfer tax stamps or funds therefor, if required pursuant to Section 7.08(e), in respect of the Units to be exchanged, in each case delivered during normal business hours at the principal executive offices of the Ultimate Parent or at the office of the Transfer Agent. Notwithstanding the foregoing, no holder of a Unit shall be entitled to exchange such Unit if such exchange would be prohibited under applicable federal or state securities laws or regulations. (b) As promptly as practicable following the surrender for exchange of Units in the manner provided in this Section 7.08 and the payment in cash of any amount required by the provisions of Section 7.08(e), the Ultimate Parent shall deliver or cause to be delivered, as the case may be (i) the cash, if any, to be paid to such holder pursuant to Section 7.08(a) in accordance...

Exchange of Units. (a) (i) Subject to adjustment as provided in Section 4.7(d) and subject to PubCo’s rights described in Section 4.7(g), each of the Members other than PubCo shall be entitled to exchange with the Company, at any time and from time to time, any or all of such Member’s Units (together with the same number of shares of Class B Stock) for an equivalent number of shares of Class A Stock (an “Exchange”) or, at the Company’s election made in accordance with Section 4.7(a)(ii), cash equal to the Cash Election Amount calculated with respect to such Exchange. Each Exchange shall be treated for federal income tax purposes as a sale of the Exchanging Member’s Units (together with the same number of shares of Class B Stock) to PubCo in exchange for shares of Class A Stock or cash, as applicable. (ii) Upon receipt of an Exchange Notice, the Company shall be entitled to elect (a “Cash Election”) to settle the Exchange by the delivery to the Exchanging Member, in lieu of the applicable number of shares of Class A Stock that would be received in such Exchange, an amount of cash equal to the Cash Election Amount for such Exchange. In order to make a Cash Election with respect to an Exchange, the Company must provide written notice of such election to the Exchanging Member prior to 1:00 pm, Houston time, on the Business Day after the date on which the Exchange Notice shall have been received by the Company. If the Company fails to provide such written notice prior to such time, it shall not be entitled to make a Cash Election with respect to such Exchange. (iii) Each Exchanging Member shall be permitted to effect an exchange of Units and shares of Class B Stock pursuant to this Section 4.7 that involves less than 1,000,000 Units no more frequently than on a quarterly basis; provided, however, that if an Exchanging Member provides an Exchange Notice with respect to all of the Units and shares of Class B Stock held by such Exchanging Member, such Exchange may occur at any time, subject to this Section 4.7; provided, further, that the Managing Member may, in its sole discretion, permit any Member to effect an exchange of a lesser number of Units (together with the same number of shares of Class B Stock).

Exchange of Units. (a) Subject to adjustment as provided in Section 3.6(g), each Member shall be entitled to exchange with the Company, at any time and from time to time, any or all of such Member’s Units. Each such Unit, together with one share of Class B Stock, will be exchangeable for one share of Class A Stock. Each such exchange of Units and Class B Stock for Class A Stock shall be treated for U.S. federal income tax purposes as a taxable exchange of the Member’s Units for Class A Stock and corresponding payments under the Tax Receivable Agreement. (b) In order to exercise the exchange right under Section 3.6(a), the exchanging Member shall present and surrender the certificate or certificates, if any, representing such Units and shares of Class B Stock (in each case, if certificated) during usual business hours at the principal executive offices of the Managing Member, or if any agent for the registration or transfer of shares of Class B Stock is then duly appointed and acting (the “Transfer Agent”), at the office of the Transfer Agent, accompanied by written notice (the “Exchange Notice”) to the Managing Member and the Transfer Agent stating that the exchanging Member elects to exchange with the Company a stated number of Units and shares of Class B Stock represented, if applicable, by such certificate or certificates, to the extent specified in such notice, and (if the Class A Stock to be received is to be issued other than in the name of the exchanging Member) specifying the name(s) of the Person(s) in whose name or on whose order the Class A Stock is to be issued. (c) If required by the Managing Member, any Exchange Notice shall be accompanied by instruments of transfer, in form reasonably satisfactory to the Managing Member and the Transfer Agent, duly executed by the Member or such Member’s duly authorized representative. As promptly as practicable after the receipt of such notice and the surrender to the Managing Member or Transfer Agent, if applicable, of the certificate or certificates, if any, representing such Units and shares of Class B Stock (but in any event by the Exchange Date, as defined below), the Managing Member shall issue and deliver to the Company, and the Company shall deliver to such Member, or on such Member’s written order, the number of full shares of Class A Stock issuable upon such exchange, and the Company shall deliver such shares of Class B Stock, which shall be canceled in accordance with the Charter of the Managing Member. To the exte...

Exchange of Units. On the Exchange Date, the Company (or, if applicable, Silver OP) shall deliver to each Exchanging Member the Per Unit Consideration Election for each Common Unit being Exchanged by such Exchanging Member as provided herein and each Exchanging Member shall deliver to Silver OP (or its designee) all of its Common Units being Exchanged, free and clear of all liens.

Exchange of Units. (a) With respect to any Units held by a Holder prior to the IPO Effective Date, upon the terms and subject to the conditions set forth herein, following the first anniversary of the IPO Effective Date, (i) M&N Group Holdings may elect to Exchange from time to time in one or more Exchanges: (A) Units attributable to the interests of Xxxxxxx Xxxxxxx in the M&N Group Entity Members (such interests, the “WM Interests”), in such amounts and at such times as set forth on Schedule A-1 attached hereto; (B) Units attributable to the interests of holders other than Xxxxxxx Xxxxxxx in the M&N Group Entity Members (such interests, the “Minority Interests”), in such amounts and at such times as set forth on Schedule A-2 attached hereto; and (C) Units attributable to the interests of the holders of Class B units of M&N Group Holdings (such interests, the “Class B Interests”), in such amounts and at such times as set forth in the plan, agreement or other arrangement pursuant to which such Class B units of M&N Group Holdings were issued; and (ii) MNCC may elect to Exchange from time to time in one or more Exchanges (A) Units attributable to the interests of Xxxxxxx Xxxxxxx, as a member of MNCC (such interests, the “MNCC WM Interests”), in such amounts and at such times as set forth on Schedule A-3 attached hereto; and (B) Units attributable to the interests of the members other than Xxxxxxx Xxxxxxx of MNCC (such interests, the “MNCC Minority Interests”), in such amounts and at such times as set forth on Schedule A-4 attached hereto. A Holder shall exercise such Exchange right by delivering a written notice (the “Exchange Notice”) to the Company no later than the March 15th following a Fiscal Year, setting forth the number of Class A Units and/or Class B Units, as applicable, such Holder desires to exchange with respect to the immediately preceding Fiscal Year; provided, however, unless otherwise agreed by the parties hereto, in no event shall (x) M&N Group Holdings deliver more than one Exchange Notice in any Fiscal Year with respect to the WM Interests, more than one Exchange Notice in any Fiscal Year with respect to the Minority Interests or more than one Exchange Notice in any Fiscal Year with respect to the Class B Interests, nor shall (y) MNCC deliver more than one Exchange Notice in any Fiscal Year with respect to the MNCC WM Interests or more than one Exchange Notice in any Fiscal Year with respect to the MNCC Minority Interests. The Exchange Notice shall also incl...

Exchange of Units. (a) (i) Subject to adjustment as provided in Section 3.7(d) and subject to SEI’s rights described in Section 3.7(g), each of the Members other than SEI shall be entitled to exchange with the Company, at any time and from time to time, any or all of such Member’s Units (together with the same number of shares of Class B Stock) for an equivalent number of shares of Class A Stock (an “Exchange”) or, at the Company’s election made in accordance with Section 3.7(a)(ii), cash equal to the Cash Election Amount calculated with respect to such Exchange. Each Exchange shall be treated for federal income tax purposes as a sale of the Exchanging Member’s Units (together with the same number of shares of Class B Stock) to SEI in exchange for shares of Class A Stock or cash, as applicable.

Exchange of Units. Following the occurrence of an Exchange Event (as defined below), the Lender shall have the right in its sole and absolute discretion, on such number of occasions as it shall elect, to exchange the Partnership Units (or any portion thereof) for REIT Shares on the following terms: (a) The Lender shall initiate each such exchange by delivering to the REIT with a copy to the Borrower a written notice (i) stating that an Exchange Event has occurred, (ii) requesting that the REIT issue and deliver to the Lender or its designee REIT Shares in the denominations designated by the Lender in exchange for a specified number of Partnership Units (the "Tendered Units"); and (iii) specifying the name in which such REIT Shares shall be registered as specified by the Lender in its sole and absolute discretion (the "Exchange Notice"). (b) On the applicable Exchange Date (as defined below), the REIT shall deliver to the Lender a number of REIT Shares (and any associated rights) equal to the product obtained by multiplying the number of Tendered Units by the Conversion Factor (as defined in the Amended and Restated Agreement of Limited Partnership of the Partnership dated as of August 17, 1993, as modified, supplemented or amended from time to time (the "Partnership Agreement")), which REIT Shares shall be in the denominations and registered in the name specified in the Exchange Notice; provided, however, that the REIT shall not deliver REIT Shares to the Lender in exchange for Partnership Units pursuant to this Exchange Agreement on any particular date to the extent that such exchange and delivery would result in a violation of the REIT Regulation. (c) Upon the REIT's issuance and the Lender's receipt of REIT Shares (and any associated rights) in exchange for the Tendered Units in accordance with this Agreement, the REIT shall be deemed for all purposes to be the owner of the Tendered Units and shall cause the Partnership's books to be adjusted to reflect such change in ownership. (d) The obligation of the REIT to issue REIT Shares in exchange for the Tendered Units in accordance with the terms hereof shall be absolute and unconditional and shall not be subject to any defense by reason of the actual or alleged invalidity, illegality or unenforceability of the Exchange Notice, the Credit Agreement, the Security Agreement, or any of the other documents evidencing, securing or otherwise pertaining to the Credit Agreement, the actual or alleged nonoccurrence of an Exchange Even...

Exchange of Units. (a) Subject to Section 5.4(b), on or after the date hereof, each Limited Partner (other than the REIT) shall have the right (the "Exchange Right") to require the REIT to acquire all or a portion of the Partnership Units held by such Limited Partner in exchange for the REIT Stock Amount. The Exchange Right shall be exercised pursuant to a Notice of Exchange delivered to the REIT (with a copy to the Partnership) by the Limited Partner who is exercising the Exchange Right (the "Exchanging Partner"). A Limited Partner may not exercise the Exchange Right for fewer than one thousand (1,000) Partnership Units or, if such Limited Partner holds fewer than one thousand (1,000) Partnership Units, all of the Partnership Units held by such Partner. The Exchanging Partner shall have no right, with respect to any Partnership Units so exchanged, to receive any distributions paid with respect to the Partnership Units on or after the date of the Notice of Exchange. The Assignee of any Limited Partner may exercise the rights of such Limited Partner pursuant to this Section 5.4(a), and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a Limited Partner, the REIT Stock Amount shall be paid by the REIT directly to such Assignee and not to such Limited Partner. (b) Notwithstanding the provisions of Section 5.4(a), a Partner shall not be entitled to exercise the Exchange Right pursuant to Section 5.4(a) if the delivery of shares of Common Stock to such Partner by the REIT pursuant to Section 5.4(a) would be prohibited under the Amended Articles of Incorporation of the REIT.

Exchange of Units. (a) Prior to the Effective Time, Parent shall enter into a customary exchange agreement with a nationally recognized bank or trust company designated by Parent and reasonably acceptable to the Company (the “Exchange Agent”). Prior to the Effective Time, Parent shall deliver an irrevocable direction to Parent’s transfer agent to issue and deposit to the Exchange Agent at the Effective Time, in trust for the benefit of the holders of Class A Units as of immediately prior to the Effective Time (other than Restricted Units, the treatment of which shall be governed by Section 2.09 and shall not be subject to this Section 2.06), and for the benefit of the holders of SellerCo Units as of immediately prior to the Subsequent Effective Time, for exchange in accordance with this Article 2, through the Exchange Agent, a number of Parent Class A Shares issuable (whether represented in certificated or non-certificated direct registration form) pursuant to Section 2.02(a)(ii) in exchange for Class A Units outstanding at the Effective Time and pursuant to Section 2.02(b)(ii) in exchange for SellerCo Units outstanding at the Subsequent Effective Time. Prior to the Effective Time, Parent shall deposit or shall cause to be deposited with the Exchange Agent, in trust for the benefit of the holders of Class A Units as of immediately prior to the Effective Time and the holders of SellerCo Units as of immediately prior to the Subsequent Effective Time, an amount of cash equal to the amount required to pay the aggregate Cash Consideration and cash in lieu of fractional shares in accordance with Section 2.04 (such Parent Class A Shares and cash provided to the Exchange Agent under this Section 2.06(a), the “Exchange Fund”). The Exchange Agent shall deliver the Merger Consideration to be issued pursuant to Sections 2.02(a)(ii) and 2.02(b)(ii) and any cash in lieu of fractional shares as provided in Section 2.04 out of the Exchange Fund. Except as provided in Section 2.06(g), the Exchange Fund shall not be used for any other purpose.

Exchange of Units. All issued and outstanding Units of Medley LLC (including Vesting Medley Restricted Units that have vested) other than Non-Vesting Medley Restricted Units and Medley LLC Units held by MDLY, shall have been converted into Class A Common Stock in accordance with the MDLY LLC Exchange Agreement on (and not sooner than) the Closing Date but prior to the Effective Time and no shares of Class A Common Stock issued in such conversion shall have been transferred by a Unitholder prior to the Effective Time.