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.
Appears in 8 contracts
Samples: Limited Liability Company Agreement, Limited Liability Company Agreement (Clipper Realty Inc.), Limited Liability Company Agreement (Clipper Realty Inc.)
