Exchange Right of Holdings Sample Clauses

Exchange Right of Holdings. (a) Notwithstanding anything to the contrary in this Article XI, Holdings may, in its sole and absolute discretion, elect to effect on the Redemption Date the exchange of Redeemed Units for the Share Settlement or Cash Settlement, as the case may be, through a direct exchange of such Redeemed Units and such consideration between the Redeeming Member and Holdings (a “Direct Exchange”). Upon such Direct Exchange pursuant to this Section 11.3, Holdings shall acquire the Redeemed Units and shall be treated for all purposes of this Agreement as the owner of such Units.
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Exchange Right of Holdings. At any time and from time to time, if the Board of Directors of Holdings, in its sole discretion, determines it to be in the best interests of Holdings, Holdings may require each Stockholder to surrender, sell, assign and transfer to Holdings any or all of its shares of Parent Common Stock. Within five business days of Parent’s receipt of such shares, Holdings shall issue to such Stockholder a number of shares of Holdings Common Stock equal to the product of (a) the number of shares of Parent Common Stock received by Parent and (b) the Exchange Ratio as of the date of issuance, provided that the value of any fractional share of Holdings Common Stock shall be paid in cash at its Fair Market Value in lieu of any issuance of Holdings Common Stock with respect thereto unless such exchange includes all of his shares of Parent Common Stock and such Stockholder elects to have the number of shares of Holdings Common Stock to be issued increased to the next-greatest whole number and to pay the Fair Market Value of such increase in cash. Notwithstanding the first two sentences of this Section 4.3, Holdings may not exercise its rights under this Section 4.3 with respect to any Stockholder unless Holdings shall have provided for a method to ensure such Stockholder will have sufficient liquidity to pay for any U.S. federal income tax that would not be imposed if it were not for the contemplated exchange, including without limitation (i) by arranging to purchase a portion of the Stockholders’ shares of Holdings Common Stock and to issue to the Stockholder options exercisable for an equal number of such shares with an exercise price equal to the purchase price or (ii) by arranging to loan sufficient funds to such Stockholder, in each case to the extent permitted by applicable law. Holdings and such Stockholder shall reasonably cooperate with each other in establishing such arrangement. In no case shall FPC, Holdings or Parent have liability for any amount of such tax.
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Related to Exchange Right of Holdings

  • Continuing Rights of Holder The Issuer will, at the time of or at any time after each exercise of this Warrant, upon the request of the Holder hereof, acknowledge in writing the extent, if any, of its continuing obligation to afford to such Holder all rights to which such Holder shall continue to be entitled after such exercise in accordance with the terms of this Warrant, provided that if any such Holder shall fail to make any such request, the failure shall not affect the continuing obligation of the Issuer to afford such rights to such Holder.

  • Form of Holding To hold any security, debt instrument or property in a form not indicating any trust, whether in bearer, unregistered or other negotiable form, or in the name of the Trustees or of the Trust or in the name of a custodian, subcustodian or other depository or a nominee or nominees or otherwise;

  • Right of Holders to Require the Company to Repurchase Notes Upon a Fundamental Change Subject to the other terms of this Section 4.02, if a Fundamental Change occurs, then each Holder will have the right (the “Fundamental Change Repurchase Right”) to require the Company to repurchase such Holder’s Notes (or any portion thereof in an Authorized Denomination) on the Fundamental Change Repurchase Date for such Fundamental Change for a cash purchase price equal to the Fundamental Change Repurchase Price.

  • Rights of Holder Nothing contained in this Warrant shall be construed as conferring upon the Holder the right to vote, consent or receive notice as a shareholder in respect of any meetings of shareholders for the election of directors or any other matter, or as having any rights whatsoever as a shareholder of the Company.

  • Limitation on Rights of Holders (a) The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or this Trust Fund, nor entitle such Certificateholder’s legal representatives or heirs to claim an accounting or take any action or proceeding in any court for a partition or winding up of this Trust Fund, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein, no Certificateholder, solely by virtue of its status as a Certificateholder, shall have any right to vote or in any manner otherwise control the Master Servicer or the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association, nor shall any Certificateholder be under any liability to any third person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof.

  • Amendments or Supplements Without Consent of Holders In addition to any permitted amendment or supplement to the Indenture pursuant to Section 9.1 of the Original Indenture, the Company and the Trustee may amend or supplement the Indenture or the Notes without notice to or the consent of any Holder of the Notes:

  • Purposes for Which Supplemental Indenture May Be Entered into Without Consent of Holders The Partnership and the Subsidiary Guarantors, when authorized by resolutions of the Board of Directors, and the Trustee may from time to time and at any time, without the consent of Holders, enter into an Indenture or Indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of the execution thereof) for one or more of the following purposes:

  • Manner of Holding Securities (1) The Custodian shall at all times hold Securities of each Fund either: (i) by physical possession of the share certificates or other instruments representing such Securities in registered or bearer form; or (ii) in book-entry form by a Securities System (as hereinafter defined) in accordance with the provisions of sub-paragraph (3) below.

  • Amendments Without Consent of Holders The Company and the Trustee may amend or supplement this Indenture or the Notes without notice to or the consent of any Noteholder:

  • Unconditional Right of Holders to Receive Principal Premium, if any, and Interest. Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of and any premium on such Security at its Maturity and payment of interest (including any Additional Interest) on such Security when due and payable and to institute suit for the enforcement of any such payment, and such right shall not be impaired without the consent of such Holder.

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