Exchange Rights Clause Samples

Exchange Rights. A. Subject to the limitations set forth herein, in Section 8.6.B below and in Exhibit A, each Limited Partner or Assignee owning Partnership Units shall have the right (the "Exchange Right") to require Crescent Equities to exchange on any Specified Exchange Date all or any portion of the Partnership Units owned by such Limited Partner or Assignee (an "Exchanging Person") for consideration consisting of (i) an amount of cash equal to the Cash Amount, (ii) a number of REIT Shares equal to the REIT Shares Amount, or (iii) any combination of (i) or (ii) above, with the decision as to the type of consideration to be given to the Exchanging Person to be made by Crescent Equities, in its sole and absolute discretion. The Exchange Right shall be exercised pursuant to a Notice of Exchange delivered to Crescent Equities by the Exchanging Person, accompanied by any certificate or certificates evidencing the Partnership Units to be exchanged. If Crescent Equities elects to pay all or any portion of the consideration to an Exchanging Person in cash, the Crescent Group agrees to use its best efforts to raise any required funds as quickly as possible after receipt of the Notice of Exchange. B. Notwithstanding anything to the contrary contained in Section 8.6.A above, to the extent that the delivery of REIT Shares to an Exchanging Person pursuant to Section 8.6.A above would cause the Exchanging Person to violate the applicable "Ownership Limit" or the "Existing Holder Limit" set forth in the Declaration of Trust, Crescent Equities may not deliver REIT Shares to such Exchanging Person but may, in its sole and absolute discretion, elect to either (1) pay the consideration to the Exchanging Person in the form of the Cash Amount, or (2) refuse, in whole or in part, to accept the Notice of Exchange.

Exchange Rights. (a) The Series B Preferred Units will be exchangeable in whole but not in part unless expressly otherwise provided herein at any time on or after November 15, 2008, at the option of the holders of 51% of all outstanding Series B Preferred Units, for authorized but previously unissued Gables Trust Series B Preferred Shares at an exchange rate of one Gables Trust Series B Preferred Share from the General Partner, Gables Trust, the Partnership, or any combination of them for one Series B Preferred Unit, subject to adjustment as described below, provided that the Series B Preferred Units will become exchangeable at any time, in whole but not in part unless expressly otherwise provided herein, at the option of the holders of 51% of all outstanding Series B Preferred Units for Gables Trust Series B Preferred Shares (x) if at any time full distributions shall not have been timely made on any Series B Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, provided, however, that a distribution in respect of Series B Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Series B Distribution Payment Date, or (y) upon receipt by a holder or holders of Series B Preferred Units of (A) notice from the General Partner that the General Partner has taken the position that the Partnership is, or upon the consummation of an identified event in the immediate future will be, a "Publicly Traded Partnership" (a "PTP") within the meaning of Section 7704 of the Code and (B) an opinion rendered by independent counsel familiar with such matters addressed to a holder or holders of Series B Preferred Units, that the Partnership is or likely is, or upon the occurrence of a defined event in the immediate future will be or likely will be, a PTP. In addition, the Series B Preferred Units may be exchanged for Gables Trust Series B Preferred Shares, in whole but not in part at the option of the holders of 51% of all outstanding Series B Preferred Units after November 15, 2001 and prior to November 15, 2008 if such holders of Series B Preferred Units deliver to the General Partner either (A) a private letter ruling addressed to such holder of Series B Preferred Units or (B) an opinion of independent counsel based on the enactment of temporary or final Treasury Regulations or the publication of a Revenue Ruling, in either case to the effect that such exchange of the Series B Preferred Units ...

Exchange Rights. Exchange at the Option of the Class A Shareholder

Exchange Rights. The Units issued upon the exercise of the Option shall have the Exchange Rights associated with the Limited Partnership Interest represented by the Units. Employee acknowledges that, upon exercise of the Exchange Rights, Crescent pursuant to the Partnership Agreement has the option in its sole discretion to deliver cash or Shares in exchange for Units as to which Employee exercises Exchange Rights. Crescent will deliver cash in exchange for the Units as to which the Employee has exercised Exchange Rights in lieu of the issuance or delivery of any certificate for the Shares upon the exercise of Exchange Rights unless: (a) the shareholders of the Company have approved the Exchange Rights applicable to the Units that may be acquired upon exercise of the Option; (b) the Shares have been admitted to listing on all stock exchanges on which Shares are then listed, unless the General Partner determines in its sole discretion that such listing is neither necessary nor advisable; (c) all required registration or other qualification of the sale of the Shares under any federal or state law or under the rulings or regulations of the Securities and Exchange Commission or any other governmental regulatory body that the General Partner in its sole discretion deems necessary or advisable has been obtained; and (d) all approvals or other clearances from federal or state governmental agency that the General Partner in its sole discretion determines to be necessary or advisable have been obtained.

Exchange Rights. In addition to the rights of the Holder under Section 1 hereof, this Warrant shall be exchangeable by the Holder on a cashless basis as further set forth below (and subject to the limitations set forth in Section 1(h)(ii) hereof).

Exchange Rights. Notwithstanding any terms of the Limited Partnership Agreement or the Class P Exchange Agreement to the contrary, the Limited Partner and his Related Trusts shall have no rights to exchange their Incentive P Units except as specifically provided in Section 10(b) below. Notwithstanding any terms of the Limited Partnership Agreement or the Class P Exchange Agreement to the contrary but subject to Section 10(c) below, once the Incentive P Units have become Participating Class P Common Units and the same number of Class P Common Units granted to the Limited Partner in each of the other Operating Group Entities on the Incentive Grant Date have become Participating Class P Common Units (as defined in the limited partnership agreements of such other Operating Group Entities) then, to the extent that sufficient Appreciation has occurred with respect to the Partnership and the other Operating Group Entities such that, in the determination of the General Partner, all Participating Class P Common Units in each Operating Group Entity have each become economically equivalent to a Class A Common Unit in such Operating Group Entity as described in Section 3(j)(ii) of the limited partnership agreement of the Operating Group Entity, then such Participating Class P Common Units may participate in one or more exchanges in the Limited Partner’s discretion as follows, and in each case as provided in, and in accordance with and subject to the terms of, the Class P Exchange Agreement: (i) except as set forth in clause (ii), (1) at any time on and after the third anniversary of the Incentive Grant Date, up to 50.00% of the Participating Class P Common Units in each Operating Group Entity may be exchanged, and (2) on and after each of the fourth, fifth and sixth anniversaries of the Incentive Grant Date, an additional portion of the Participating Class P Common Units in each Operating Group Entity may be exchanged so that up to a cumulative percentage of the Participating Class P Common Units in each Operating Group Entity equal to 66.67%, 83.33% and 100%, respectively, may be exchanged on and after such anniversary, and (ii) in the event of a Termination without Cause occurring after the third, fourth and fifth anniversaries of the Incentive Grant Date, up to a cumulative percentage of the Participating Class P Common Units in each Operating Group Entity equal to 66.67%, 83.33% and 100.00%, respectively, may be exchanged on and after such anniversary. Notwithstanding any provisio...

Exchange Rights. A. Each Limited Partner shall have the right to require TFOC Inc. to acquire all or a portion of any Class A Common Limited Partnership Units held by such Limited Partner (such Class A Common Limited Partnership Units being hereafter “Tendered Units”) in exchange for REIT Shares (an “Exchange”). By execution of this Agreement, TFOC Inc. expressly agrees to reserve for future issue, and to issue in exchange for Tendered Units, a sufficient number of its authorized but unissued REIT Shares to acquire Tendered Units pursuant to the provisions of this Section 8.6. Such Exchange shall be exercised pursuant to a Notice of Exchange delivered to TFOC Inc. by the Limited Partner who is exercising the relevant right (the “Tendering Partner”). Such Limited Partner shall have no right, with respect to any Class A Common Limited Partnership Units so transferred, to receive any distributions paid after the Specified Exchange Date. B. The Tendering Partner effecting an Exchange shall have the right to receive, as of Specified Exchange Date, the REIT Shares Amount. The REIT Shares Amount shall be delivered as duly authorized, validly issued, fully paid and nonassessable REIT Shares, free of any pledge, lien, encumbrance or restriction, other than those provided in the Articles of Incorporation, the Securities Act of 1933, as amended (the “Securities Act”) and relevant state securities or blue sky laws. Notwithstanding any delay in such delivery (but subject to Section 8.6.C, the Tendering Partner shall be deemed the owner of such REIT Shares and rights for all purposes, including with limitation, rights to vote or consent, receive dividends, and exercise rights, as of the Specified Exchange Date. C. Notwithstanding the provisions of Section 8.6.A, 8.6.B or any other provision of this Agreement, a Limited Partner (i) shall not be entitled to effect an Exchange to the extent the ownership or right to acquire REIT Shares pursuant to such Exchange by such Partner on the Specified Exchange Date would cause such Partner or any other Person to violate the restrictions on ownership and transfer of shares set forth in the Articles of Incorporation and (ii) shall have no rights under this Agreement which would otherwise be prohibited under the Articles of Incorporation. To the extent any attempted Exchange would be in violation of this Section 8.6.C, it shall be void ab initio to such extent and such Limited Partner shall not require any rights or economic interest in REIT Shares o...

Exchange Rights. At the election of the holders of at least 20,000 Series C Preferred Units, each Series C Preferred Unit may be converted into 1.1111 shares of common stock of Sun Communities, Inc. (as appropriately adjusted for stock splits, stock combinations or other similar reclassifications of the common stock of Sun Communities, Inc.).

Exchange Rights. The Limited Partners may exchange all or a portion of their L.P. Units for shares of Common Stock on the terms and subject to the conditions and restrictions contained in the Exchange Rights Agreement.