Exchange Right. (a) Subject to Sections 2.2, 2.3, 2.4 and 2.5 hereof, and subject to any limitations under applicable law, the Operating Partnership hereby grants to each Limited Partner and each Limited Partner hereby accepts the right (the “Exchange Right”), exercisable (i) on or after the date that is one (1) year after the closing of the Offering or (ii) upon the liquidation of the Operating Partnership or the sale of all or substantially all of the assets of the Operating Partnership, to exchange on a Specified Exchange Date all or a portion of the Partnership Units held by such Limited Partner at an exchange price equal to and in the form of the Cash Amount.
(b) The Exchange Right shall be exercised pursuant to a Notice of Exchange delivered to the Operating Partnership, with a copy delivered to the Company, by the Limited Partner who is exercising the Exchange Right (the “Exchanging Partner”); provided, however, that the Company, on behalf of the Operating Partnership, may elect, after a Notice of Exchange is delivered, to satisfy the Exchange Right which is the subject of such notice in accordance with Section 2.2.
(c) A Limited Partner may exercise the Exchange Right from time to time with respect to part or all of the Partnership Units that it owns, as selected by the Limited Partner, provided that, except as provided in the Agreement, a Limited Partner may not exercise the Exchange Right for less than one thousand (1,000) Partnership Units unless such Limited Partner then holds less than one thousand (1,000) Partnership Units, in which event the Limited Partner must exercise the Exchange Right for all of the Partnership Units held by such Limited Partner.
(d) An Exchanging Partner shall have no right with respect to any Partnership Units so exchanged to receive any distributions paid after the Specified Exchange Date with respect to such Partnership Units.
(e) Any Assignee of a Limited Partner may exercise the rights of such Limited Partner pursuant to this Article 2, 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.
(f) In connection with any exercise of such rights by an Assignee on behalf of a Limited Partner, the Cash Amount or the REIT Stock Amount, as the case may be, shall be satisfied by the Operating Partnership or the Company, as the case may be, directly to such Assignee and not to such Limited Partner.
Exchange Right. The right to exchange all or a portion of Partnership Units for cash or, at the option of the Partnership, for shares of Common Stock provided to Limited Partners under Section 8.6 hereof shall not apply with respect to Class B Units unless and until the Class B Units are converted to OP Units as provided in clause (e) below and Section 16.4 hereof.
Exchange Right. (i) At any time and from time to time after the fifth anniversary of the date of that certain Partner Agent Program Agreement between the Company and the Purchaser (the “Partner Agent Agreement”), provided that the Partner Agent Agreement is still in effect and has not been terminated by either party thereto, the Purchaser shall have the right, but not the obligation, to exchange its shares of Class B Stock for an equal number of shares of Common Stock (subject to equitable adjustment in the event of any stock dividend, stock split, combination, reorganization, recapitalization, reclassification or other similar event involving a change in such security); provided, further, that after the fifth anniversary of the date of the Partner Agent Agreement and for so long as the Partner Agent Agreement is in effect, including any day or days on which the Purchaser exercises such exchange right, the Purchaser must retain legal and beneficial ownership for its own benefit of such number of shares of Class B Stock as could be exchanged for the same number of shares of Common Stock with a value on such date of $500,000, as determined pursuant to Section 4(g).
(ii) Upon the Purchaser’s exercise of the exchange right, the Purchaser shall surrender the certificate or certificates for the shares of Class B Stock to be so exchanged, accompanied by written notice of exchange duly executed, to the Company at any time during regular business hours at the office of the Company. If so required by the Company, the shares of Class B Stock so exchanged shall be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company, duly executed by the Purchaser.
Exchange Right. Any Non-NMF Member shall be entitled at any time and from time to time to require that New Mountain Finance acquire all or any portion of the Common Membership Units held by such Non-NMF Member in exchange for shares of New Mountain Finance Common Stock on a one-for-one basis (the “Exchange Right”). Any Non-NMF Member desiring to exercise its Exchange Right (the “Exchanging Member”) shall exercise such right by giving written notice (the “Exchange Notice”) to New Mountain Finance with a copy to the Company. The Exchange Notice shall specify the number of Common Membership Units (the “Exchange Units”) that the Exchanging Member intends to have New Mountain Finance acquire, whether such Exchanging Member intends to sell the shares of New Mountain Finance Common Stock to be received for the Exchange Units in an underwritten public offering (an “Underwritten Resale”) or a private sale (a “Private Resale”), and a date, which is not more than sixty (60) Business Days after delivery of the Exchange Notice or as otherwise agreed among New Mountain Finance and such Exchanging Member, on which the exercise of the Exchange Right shall be completed (the “Exchange Date”) unless the Exchanging Member has timely delivered a Retraction Notice or a Termination Notice as provided in Section 9.1(b). In the event that the Exchanging Member intends to sell the shares of New Mountain Finance Common Stock to be received for its Exchange Units in an Underwritten Resale or Private Resale, such Exchanging Member shall not deliver an Exchange Notice to New Mountain Finance with respect to such Exchange Units until such Exchanging Member has entered into a binding firm commitment underwriting agreement to sell such shares (subject to customary conditions) in such Underwritten Resale or a binding agreement to sell such shares (subject to customary conditions) in such Private Resale.
Exchange Right. Each Member shall have the right (the “Exchange Right”), subject to the terms and conditions set forth herein and in any other such agreement, as applicable, to require the Managing Member to exchange all or a portion of the Class B Units held by such Member (such Class B Units being hereafter referred to as “Tendered Units”), together with the same number of shares of Clipper Special Stock, in exchange for the Cash Amount, unless the terms of such Class B Units or a separate agreement entered into between the Company and the holder of such Class B Units provide that such Class B Units are not entitled to the Exchange Right or impose conditions on the exercise of the Exchange Right. The Member who is exercising the Exchange Right (the “Tendering Member”) shall have no right, with respect to any Class B Units so exchanged, to receive any distributions paid on or after the Specified Exchange Date. Any Exchange Right exercise shall be pursuant to a Notice of Exchange delivered to the Managing Member (with a copy to Clipper) by the Tendering Member. The Cash Amount shall be payable to the Tendering Member on the Specified Exchange Date against delivery of the Tendered Units to the Managing Member and the same number of shares of Clipper Special Stock to Clipper.
Exchange Right. The Clipper Common Shares Amount, if applicable, shall be delivered as duly authorized, validly issued, fully paid and nonassessable Clipper Common Shares and, if applicable, free of any pledge, lien, encumbrance or restriction, other than those provided in the Charter or the Bylaws, the Securities Act, relevant state securities or blue sky laws and any applicable registration rights agreement with respect to such Clipper Common Shares entered into by the Tendering Member. Notwithstanding any delay in such delivery (but subject to Section 10.5), the Tendering Member shall be deemed the owner of such Clipper Common Shares for all purposes, including rights to vote or consent, and receive dividends, as of the Specified Exchange Date. In addition, the Clipper Common Shares for which the Class B Units might be exchanged shall bear the legend set forth in the Charter.
Exchange Right. Each issued and outstanding Exchangeable Share may at any time following the Exchange Start Date applicable to the holder of such Exchangeable Share, at the option of the holder, be exchanged for one Common Share. The conversion right may be exercised at any time and from time to time by notice in writing delivered to the Transfer Agent accompanied by the certificate or certificates representing the Exchangeable Shares or, if uncertificated, such other evidence of ownership as the Transfer Agent may require, in respect of which the holder wishes to exercise the right of conversion. The notice must be signed by the registered holder of the Exchangeable Shares in respect of which the right of conversion is being exercised or by his, her or its duly authorized attorney and must specify the number of Exchangeable Shares which the holder wishes to have converted. Upon receipt of the conversion notice and share certificate(s) or other evidence of ownership satisfactory to the Transfer Agent, the Corporation will issue a share certificate or other evidence of ownership representing Common Shares on the basis set out above to the registered holder of the Exchangeable Shares. If fewer than all of the Exchangeable Shares represented by a certificate accompanying the notice are to be exchanged, the holder is entitled to receive a new certificate representing the shares comprised in the original certificate which are not to be converted. Exchangeable Shares converted into Common Shares hereunder will automatically be cancelled.
Exchange Right. (a) The Company shall, and AIG shall cause the Company to, complete an IPO prior to the 24-month anniversary of the Closing. Notwithstanding anything to the contrary under Article V, if the Company has not completed an IPO on or prior to the 24-month anniversary of the Closing, then, from and after such date until the occurrence of an IPO, the Stockholder shall have the right (and shall be entitled to obtain specific performance) to require AIG and the Company to effect an IPO, including through requiring the Company to file a registration statement on Form S-1 or other appropriate form, complete an audit of the Company’s consolidated financial statements and take such other actions as are reasonably necessary to complete an IPO.
(b) If an IPO is not completed prior to the 36-month anniversary of the Closing, then, from and after such date until the occurrence of an IPO, the Stockholder shall have the right, but not the obligation, to elect at any time and from time to time to (i) require AIG to exchange (the “Exchange Right”) all or a portion of the Purchased Shares (such shares, the “Exchange Shares”) for a number of validly issued, fully paid and non-assessable shares of AIG Common Stock (which shares shall be unregistered shares under the Securities Act) equal to the Exchange Consideration; provided that (A) in no event shall AIG be required to issue more than 250,000,000 shares of AIG Common Stock in the aggregate pursuant to the foregoing Exchange Right and (B) if, at any time following the date hereof, AIG or its Subsidiaries have a line of business that would, after giving effect to the Exchange Right (whether or not such Exchange Right is actually exercised by the Stockholder), subject the Stockholder or its Affiliates to obligations under the Bank Holding Company Act or any other Applicable Law that governs banking or similar entities, then (1) the number of shares of AIG Common Stock issued to the Stockholder pursuant to any subsequent exercise of the Exchange Right, together with any shares of AIG Common Stock then Beneficially Owned by the Stockholder, shall not exceed 4.99% of the then outstanding shares of AIG Common Stock, (2) each share of AIG Common Stock that would (but for the foregoing clause (1)) otherwise be issued to the Stockholder pursuant to the foregoing Exchange Right shall be a share of non-voting common stock or non-voting preferred stock of AIG that otherwise has the same rights, powers, preferences and designations as the A...
Exchange Right. The parties to this Agreement hereby agree that, except as set forth below, shares of the Class B Common Stock shall not be (A) exchangeable for IDSs or (B) transferred, sold, assigned, pledged, hypothecated or otherwise disposed of except (1) transfers as a gift or gifts to such Holder’s spouse, lineal descendant, father, mother, brother or sister (“immediate family”) or to a trust the beneficiary of which is exclusively the Holder and/or a member or members of his or her immediate family, provided that the donee thereof agrees in writing to be bound by the terms of this Agreement or (2) distributions to such Holder’s shareholders, partners or members, provided that such shareholders, partners or members agree in writing to be bound by the terms of this Agreement. Any Holder may:
(i) exchange shares of Class B Common Stock for IDSs on and after , 2006, with the initial exchange rate being one IDS for each share of Class B Common Stock (such exchange rate being subject to customary adjustment for adjustments specified in the definition of “Common Stock” set forth above) (a “Holder Exchange”);
(ii) in connection with a sale of shares of Class B Common Stock on and after December 30, 2006, cause the shares of Class B Common Stock proposed to be sold to be exchanged for IDSs, with the initial exchange rate being one IDS for each share of Class B Common Stock (such exchange rate being subject to customary adjustment for adjustments specified in the definition of “Common Stock” set forth above) (a “Transfer Exchange”); and/or
(iii) effective immediately prior to any automatic separation of the IDSs, exchange shares of Class B Common Stock for Class A Common Stock of the Company and Subordinated Notes, with the initial exchange rate being one share of Class A Common Stock and a Subordinated Note in the principal amount of $7.50 for each share of Class B Common Stock (such exchange rate subject to customary adjustment for adjustments specified in the definition of “Common Stock” set forth above); provided, however, that if the Subordinated Notes are not outstanding at the time of any such exchange, the Class B Common Stock that would otherwise be exchanged for Class A Common Stock and Subordinated Notes shall instead be exchanged for 1.9740 shares of Class A Common Stock (such exchange rate subject to customary adjustment for adjustments specified in the definition of “Common Stock” set forth above). (a “Separation Exchange” and together with a Holder Exchange an...
Exchange Right. If the Exchange Conditions have been satisfied, Master Tenant shall have the right (the “Exchange Right”) during the Term of the Lease to convey to Landlord (the “Exchange”), in exchange for Landlord’s interest in the Premises, Substitute Premises (as defined in subsection c herein below), and lease such Substitute Premises from Landlord on the same terms and conditions as specified under this Lease by providing written notice to Landlord (the “Exchange Right Request”), subject to Landlord’s written approval of the Exchange Right Request, such approval not to be unreasonably withheld, conditioned or delayed.
