Exchange Rights. (a) At any time from and after the date of the issuance of the Class A Stock, each holder of one or more Class A Shares (each, a “Class A Shareholder”) shall have the right (the “Exchange Right”) to require the Corporation to repurchase, on the applicable Specified Exchange Date, all or such portion of the Class A Shares held by such Class A Shareholder specified in a Notice of Exchange delivered to the Corporation by or on behalf of such Class A Shareholder (such Class A Shares being hereafter referred to as “Tendered Class A Shares” and such Class A Shareholder, the “Tendering Class A Shareholder”) for the Cash Amount in accordance with the terms and conditions of this subsection C(3)(a), subject to the terms and conditions of subsection C(3)(b). Upon completion of the repurchase of any Tendered Class A Shares in accordance with this subsection C(3)(a), the Tendering Class A Shareholder shall have no further right, with respect to any Tendered Class A Shares so repurchased, to receive any dividends on Class A Shares with a Record Date on or after the Specified Exchange Date applicable to such Tendered Class A Shares. Any Exchange Right shall be exercised pursuant to a Notice of Exchange delivered to the Corporation by or on behalf of the Tendering Class A Shareholder. Upon receipt by the Corporation of a Notice of Exchange, the Corporation shall promptly, and, in any event within one (1) Business Day after receipt thereof, deliver to each of BAM, BPY and BPI a written notification of the Corporation’s receipt of such Notice of Exchange setting forth the identity of the Tendering Class A Shareholder and the number of Tendered Class A Shares. The Corporation shall pay to the Tendering Class A Shareholder, in accordance with instructions set forth in the Notice of Exchange to the Tendering Class A Shareholder, at or prior to 11:00 a.m., New York City time, on the applicable Specified Exchange Date, the Cash Amount with respect to each Tendered Class A Share, but only out of funds legally available therefor, subject to the terms and conditions of subsection C(3)(b).
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. 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. Exchange at the Option of the Class A Shareholder
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. (a) 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.
(b) Notwithstanding any terms of the Limited Partnership Agreement or the Class P Exchange Agreement to the contrary but subject to Section 10(c) below, to the extent that (i) 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) and (ii) 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 such 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: (A) at any time thereafter, up to 60% of the Class P Common Units in each Operating Group Entity may be exchanged in the aggregate, and (B) on and after each of the fifth, sixth, seventh and eighth anniversaries of the Incentive Grant Date, an additional 10% of the Class P Common Units in each Operating Group Entity in the aggregate may be exchanged (so that up to a cumulative percentage of the Class P Common Units in each Operating Group Entity equal to 70%, 80%, 90% and 100%, respectively, in the aggregate, may be exchanged on and after such anniversary), in each case as provided in, and in accordance with and subject to the terms of, the Class P Exchange Agreement.
(c) Notwithstanding any provision of this Agreement, the Limited Partnership Agreement or the Exchange Agreements to the contrary, unless and until shareholders of the Company approve an amendment to the Plan to reserve a sufficient number of Class A Shares under the Plan, the Limited Partner and his Related Trusts shall not be permitted to exchange (i) any Class A Common Units into which the Incentive D Units have converted pur...
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. No Class P Limited Partner shall be permitted to exchange pursuant to the Exchange Agreement any Class P Common Unit issued on any grant date except to the extent that (A) both the Class P Service Condition and the Class P Performance Condition applicable to such Class P Common Unit have been satisfied or waived, (B) the Class P Common Unit has achieved the Book-Up Target, and (C) the Distribution Holiday has ended, provided that, in the event that the Exchange Committee has established an Exchange Event during the Distribution Holiday in accordance with Section 8.1(b) then each Class P Limited Partner holding any Class P Common Units that have satisfied the conditions in the foregoing clauses (A) and (B) as of the date of such Exchange Event (any such Class P Common Units, “Eligible Class P Units”) shall be permitted to exchange any such Eligible Class P Units; provided that the number of Eligible Class P Units to be exchanged may not represent a greater percentage of the Class P Common Units then held by such Class P Limited Partner than the percentage of all then outstanding Class A Common Units, Class D Common Units and Class E Common Units that are Exchangeable Common Units in respect of such Exchange Event. In addition, notwithstanding anything to the contrary with respect to any Exchange Agreement governing any Class P Common Units, any exchange of Eligible Class P Units shall be subject to the restrictions and other provisions in the Class A Exchange Agreement that address Section 382 of the Code and limitations arising pursuant to any applicable xxxxxxx xxxxxxx policy, treating such Eligible Class P Units as though they were Exchangeable Common Units for this purpose; provided, that if any Delayed Exchangeable Group Units (as defined in the Class A Exchange Agreement) (including any Eligible Class P Units that are treated as Delayed Exchangeable Group Units pursuant to this sentence, “Delayed Exchangeable Units”) are outstanding immediately prior to any Class P Common Unit becoming an Eligible Class P Unit or any other Common Unit becoming an Exchangeable Common Unit (all such Eligible Class P Units or Exchangeable Common Units, “Subsequently Exchangeable Units”), then any such Subsequently Exchangeable Units shall not be eligible for exchange until all such Delayed Exchangeable Units have been exchanged in accordance with the applicable Exchange Agreement.
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.
