Exchange Procedures; Notices and Revocations. (a) An Exchanging Holder may exercise the right to effect an Exchange as set forth in Section 2.01 by delivering a written notice of exchange in respect of the Common Units to be Exchanged substantially in the form of Exhibit A hereto (the “Notice of Exchange”), duly executed by such Exchanging Holder, to Parent, Gazelle Holdco and the Company at the address set forth in Section 4.03 during normal business hours on any Business Day, or if any agent for the Exchange is duly appointed and acting (an “Exchange Agent”), to the office of the Exchange Agent during normal business hours on any Business Day. If Common Units are then represented by certificates, certificates representing at least the number of Common Units being exchanged, with instruments of transfer reasonably acceptable to the Company and executed in blank, shall be delivered by the Exchanging Holder to the Company with the Notice of Exchange. If such certificates have been lost, the Exchanging Holder may deliver, in lieu of such certificates, an affidavit of lost certificates.
(b) Upon receipt of a Notice of Exchange, the Company or Gazelle Holdco (if Gazelle Holdco has delivered a Call Election Notice pursuant to paragraph (c)), as applicable, may deliver to the Exchanging Holder a notice (an “Election Notice”) within three (3) Business Days after receipt by Parent and the Company of such Notice of Exchange (the “Election Period”), in which the Company (or Gazelle Holdco) may elect in whole or in part for a Cash Exchange Payment to be provided in an Exchange pursuant to Section 2.01, except to the extent that a Cash Exchange Payment would be prohibited by Section 2.01(b). If no Election Notice is given before the end of the Election Period, the Company or Gazelle Holdco, as applicable, shall be deemed not to have elected for a Cash Exchange Payment to be provided in the applicable Exchange and shall be required to deliver Common Stock as provided herein, provided that to the extent that Section 2.01(b)(i) would prohibit the delivery of Common Stock for all Common Units being Exchanged, the Company or Gazelle Holdco, as applicable, shall be deemed as of the end of the Election Period to have given a timely Election Notice with respect to any Common Units that otherwise would be Exchanged for a number of shares of Common Stock in excess of the Cap.
(c) If a Holder has delivered a Notice of Exchange, Gazelle Holdco may, in its sole discretion, by means of delivery of a written notice (a “Call Ele...
Exchange Procedures; Notices and Revocations. (a) A Holder may exercise the right to effect an Exchange as set forth in Section 2.01 by delivering a written notice of exchange in respect of the Paired Interests to be Exchanged substantially in the form of Exhibit A hereto (the “Notice of Exchange”), duly executed by such Holder or such Holder’s duly authorized attorney, to RocketCo at its address set forth in Section 5.03 during normal business hours, or if any agent for the Exchange is duly appointed and acting (the “Exchange Agent”), to the office of the Exchange Agent during normal business hours. Each Exchange shall be deemed to be effective immediately prior to the close of business on the Exchange Date.
Exchange Procedures; Notices and Revocations. (a) A Holder may exercise the right to effect an Exchange pursuant to clause (x) of Section 11.01 by delivering a written notice of exchange in respect of the Paired Interests to be Exchanged substantially in the form of Exhibit C hereto (the “Notice of Exchange”), duly executed by such Holder or such Holder’s duly authorized attorney, to, on or before a Designated Exchange Date, the Corporation at its address set forth in Section 16.05, during normal business hours, or if any Exchange Agent has been duly appointed by the Corporation for the Exchange (as provided in the following sentence), to the office of the Exchange Agent during normal business hours, together with certificates, if any, evidencing the Paired Interests or the components of the Paired Interests. A Holder may exercise the right to effect an Exchange pursuant to clause (y) of Section 11.01 by delivering a written notice of exchange in respect of the Paired Interests to be Exchanged substantially in the form of the Notice of Exchange, duly executed by such Holder or such Holder’s duly authorized attorney, to the Corporation at its address set forth in Section 16.05 during normal business hours, or if any agent for the Exchange is duly appointed by the Corporation (which shall, by notice to the Holders in accordance with Section 16.05, which notice shall contain the address of the office of such agent) and acting (the “Exchange Agent”), to the office of the Exchange Agent during normal business hours, together with certificates, if any, evidencing the Paired Interests or the components of the Paired Interests. Each Exchange shall be deemed to be effective immediately prior to the close of business on the Exchange Date.
Exchange Procedures; Notices and Revocations. (a) A Holder may exercise the right to effect an Exchange as set forth in Section 11.01 by delivering a written notice of exchange in respect of the Paired Interests to be Exchanged substantially in the form of Exhibit D hereto (the “Notice of Exchange”), duly executed by such Holder or such Holder’s duly authorized attorney, to the Corporation at its address set forth in Section 16.05 during normal business hours, or if any agent for the Exchange is duly appointed by the Corporation (which shall, by notice to the Holders in accordance with Section 16.05, which notice shall contain the address of the office of such agent) and acting (the “Exchange Agent”), to the office of the Exchange Agent during normal business hours, together with certificates, if any, evidencing the Paired Interests or the components of the Paired Interests. Each Exchange shall be deemed to be effective immediately prior to the close of business on the Exchange Date.
Exchange Procedures; Notices and Revocations. (a) A Holder may exercise the right to effect an Exchange as set forth in Section 2.01 by delivering a written notice of exchange in respect of the Paired Interests to be Exchanged substantially in the form of Exhibit A hereto (the “Notice of Exchange”), duly executed by such Holder or such Holder’s duly authorized attorney, to Pubco at its address set forth in Section 4.03 during normal business hours, or if any agent for the Exchange is duly appointed and acting (the “Exchange Agent”), to the office of the Exchange Agent during normal business hours.
Exchange Procedures; Notices and Revocations. (a) A Holder may exercise the right to effect an Exchange as set forth in Section 2.01 by delivering a written notice of exchange in respect of the Paired Interests to be Exchanged substantially in the form of Exhibit A hereto (the “Notice of Exchange”), duly executed by such Holder or such Holder’s duly authorized attorney, to Pubco at least three Business Days prior to the Exchange Date at its address set forth in Section 4.03 during normal business hours, or if any agent for the Exchange is duly appointed and acting (the “Exchange Agent”), to the office of the Exchange Agent during normal business hours. Each Exchange shall be deemed to be effective immediately prior to the close of business on the Exchange Date. The Notice of Exchange must set forth the number of Paired Interests to be surrendered, which number shall not be less than the number of Paired Interests reasonably expected to have a value of at least $50,000 unless (x) the number of surrendered Paired Interests constitutes all of such Holder’s Paired Interests or (y) Pubco consents to such Exchange.
Exchange Procedures; Notices and Revocations. (a) A Holder may exercise the right to effect an Exchange as set forth in Section 3.01 by delivering a written notice of exchange in respect of the Partnership Interests to be Exchanged substantially in the form of Exhibit A hereto (the “Notice of Exchange”), duly executed by such Holder or such Holder’s duly authorized attorney, to TILT and the Partnership at the address set forth in Section 5.03 during normal business hours, or if any agent for the Exchange is duly appointed and acting (the “Exchange Agent”), to the office of the Exchange Agent during normal business hours. If Partnership Interests are then represented by certificates, certificate(s) representing at least the number of Partnership Interests being exchanged, with instrument(s) of transfer reasonably acceptable to TILT and the Partnership and executed in blank, shall be delivered by the Exchanging Holder to TILT and the Partnership at the address set forth in Section 5.03 during normal business hours or to the offices of the Exchange Agent during normal business hours. If such certificates have been lost, the Exchanging Holder may deliver, in lieu of such certificate(s), an affidavit of lost certificates. TILT shall take such actions as may be required, including the issuance and sale of Common Shares to or for the account of the Partnership for the delivery to the Exchanging Holder of a number of Common Shares that is equal to the product of the number of Partnership Interests surrendered multiplied by the Exchange Rate, to ensure the performance of the Partnership of its obligations under this Article III.
Exchange Procedures; Notices and Revocations. (a) A Holder may exercise the right to effect an Exchange as set forth in Section 2.01 by delivering a written notice of exchange in respect of the Paired Interests to be Exchanged substantially in the form of Exhibit A hereto (the “Notice of Exchange”), duly executed by such Holder or such Holder’s duly authorized attorney, to Pubco and the Company at the address set forth in Section 4.03 during normal business hours, or if any agent for the Exchange is duly appointed and acting (the “Exchange Agent”), to the office of the Exchange Agent during normal business hours. If Units and/or the Class B Common Stock are then represented by certificates, certificate(s) representing at least the number of Units and/or Class B Common Stock being exchanged, with instrument(s) of transfer reasonably acceptable to Pubco and the Company and executed in blank, shall be delivered by the Exchanging Holder to Pubco and the Company at the address set forth in Section 4.03 during normal business hours or to the offices of the Exchange Agent during normal business hours. If such certificates have been lost, the Exchanging Holder may deliver, in lieu of such certificate(s), an affidavit of lost certificates. Pubco shall take such actions as may be required, including the issuance and sale of shares of Class A Common Stock to or for the account of the Company for the delivery to the Exchanging Holder of a number of shares of Class A Common Stock that is equal to the product of the number of Paired Interests surrendered multiplied by the Exchange Rate, to ensure the performance of the Company of its obligations under this Article II.
Exchange Procedures; Notices and Revocations. (i) An Apollo Principal Holder may exercise the right to exchange AOG Units set forth in Section 2.1(a) above by providing a written notice of exchange no later than the applicable Notice Date to:
(A) in the case of an A Exchange, the Issuer substantially in the form of Exhibit A hereto, and
(B) in the case of a B Exchange, APO Corp., APO FC, APO FC II and, in the case of any notice of exchange after the date hereof, APO UK substantially in the form of Exhibit B hereto, in each case, executed by such holder or such holder's duly authorized attorney in respect of the AOG Units to be exchanged, and delivered during normal business hours at the principal executive offices of the Issuer or APO Corp., APO FC, APO FC II and APO UK, as applicable.
(ii) If an Apollo Principal Holder provides written notices of exchange for both an A Exchange and a B Exchange to occur in the same Quarter, such Apollo Principal Holder shall cause the A Exchange and the B Exchange to occur on two or more separate exchange dates during the Quarter for which such notices of exchange relate. Except as provided below with respect to an underwritten Public Offering, (a) the B Exchange identified by the Apollo Principal Holder in the applicable notice of exchange shall occur on the date provided in clause (iii) of the definition of “Quarterly Exchange Date” (such date being, the “Initial Quarterly Exchange Date”) and the A Exchange identified by the Apollo Principal Holder in the applicable notice of exchange shall occur on the first Business Day that is at least 11 days following the Initial Quarterly Exchange Date (such date being referred to herein as a “Subsequent Quarterly Exchange Date”); provided that to the extent that an Apollo Principal Holder has delivered a notice of exchange for both an A Exchange and a B Exchange to occur in the same Quarter and has also notified the Issuer prior to the first Quarterly Exchange Date during the applicable Quarter on which any AOG Units may be exchanged hereunder that a portion of the AOG Units to be exchanged in a B Exchange under such notices of exchange will be offered in an underwritten Public Offering, then all AOG Units set forth in the notice of exchange for the B Exchange shall be exchanged on the Quarterly Exchange Dates provided in clauses (i) and (ii) of the definition of Quarterly Exchange Date, as applicable (the last of such dates being deemed the Initial Quarterly Exchange Date for purposes of this Section 2(a)(ii)), and the AOG ...
Exchange Procedures; Notices and Revocations. (a) A Holder may exercise the right to effect an Exchange as set forth in Section 2.01 by delivering a written notice of exchange in respect of the Paired Interests to be Exchanged substantially in the form of Exhibit A hereto (the “Notice of Exchange”), duly executed by such Holder or such Holder’s duly authorized attorney, to Pubco and the Company, not less than three (3) Business Days nor more than ten (10) Business Days (or such shorter or longer period of time as may be agreed by the Company in advance of the Exchange Date) to its address set forth in Section 4.03 during normal business hours, or if any agent for the Exchange is duly appointed and acting (the “Exchange Agent”), to the office of the Exchange Agent during normal business hours. The Notice of Exchange must set forth (i) the Exchange Date, which shall be not less than three (3) Business Days nor more than ten (10) Business Days (or such shorter or longer period of time as may be agreed by the Company) after the date of the Notice of Exchange and (ii) the number of Paired Interests to be surrendered, which number shall not be less than the number of Paired Interests reasonably expected to have a value of at least $50,000 unless (x) the number of surrendered Paired Interests constitutes all of such Holder’s Paired Interests or (y) the Company consents to such Exchange.
