Exchange Upon Specified Transactions. If the Company elects to:
(i) distribute to all holders of Company Common Shares rights entitling them to purchase, for a period expiring within 45 days, Company Common Shares at less than the Closing Sale Price of Company Common Shares on the Trading Day immediately preceding the declaration date of the distribution; or
(ii) distribute to all holders of Company Common Shares assets, debt securities or rights to purchase securities of the Operating Partnership or the Company, which distribution has a per share value exceeding 15% of the Closing Sale Price of Company Common Shares on the Trading Day immediately preceding the declaration date of such distribution, the Operating Partnership shall notify the Holders of the Notes in writing at least 20 days prior to the ex-dividend date for such distribution. Following the giving of such notice, Holders may surrender their Notes for exchange at any time until the earlier of the close of business on the Business Day prior to the ex-dividend date or an announcement that such distribution shall not take place; provided, however, that a Holder may not exercise this right to exchange if the Holder may participate, on an as-exchanged basis, in the distribution without an exchange of Notes. The ex-dividend date is the first date upon which a sale of the Company Common Shares does not automatically transfer the right to receive the relevant distribution from the seller of Company Common Shares to its buyer. In addition, if the Operating Partnership or the Company is party to a consolidation, merger, binding share exchange or a sale, lease or other transfer of all or substantially all of the consolidated assets of the Company or the Operating Partnership pursuant to which all of the outstanding Company Common Shares would be exchanged for cash, securities or other property that is not otherwise a Change in Control, a Holder may surrender Notes for exchange at any time from and including the date that is 15 Business Days prior to the anticipated effective time of the transaction up to and including five Business Days after the actual date of such transaction. The Operating Partnership shall notify Holders as promptly as practicable following the date it publicly announces such transaction (but in no event less than 15 Business Days prior to the anticipated effective time of such transaction). If a Change in Control occurs as a result of a transaction described in clauses (1) or (2) of the definition of “Change in Control...
Exchange Upon Specified Transactions. If the Guarantor elects to: (1) distribute to all holders of the Common Stock any rights, warrants or options entitling them for a period of not more than forty five (45) days after the issuance thereof to subscribe for or purchase Common Stock at an exercise price per share of Common Stock less than the Closing Sale Price of Common Stock on the Business Day immediately preceding the time of announcement of such issuance; or (2) distribute to all holders of Common Stock assets, debt securities or certain rights to purchase securities of the Issuer or the Guarantor, which distribution (excluding for this purpose a distribution solely in the form of cash required to preserve the status of the Guarantor as a real estate investment trust) has a per share value exceeding 10% of the average of the Closing Sale Prices of the Common Stock for the five (5) consecutive Trading Days ending on the date immediately preceding the declaration date of such distribution, the Issuer must notify the Holders of Notes at least forty (40) Scheduled Trading Days prior to the ex-dividend date for such distribution described in clause (1) or clause (2). Following the issuance of such notice, Holders may surrender their Notes for exchange at any time until the earlier of the close of business on the Business Day prior to the ex-dividend date or an announcement that such distribution will not take place; provided, however, that no adjustment to the ability of the Holders of Notes to exchange their Notes will be made if the Holders of Notes, as a result of holding the Notes, are entitled to participate at the same time as Common Stock holders participate in such transaction or distribution as if such Holders of the Notes held a number shares of Common Stock equal to the Applicable Exchange Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder, without having to exchange their Notes. The “ex-dividend date” means, with respect to any distribution on shares of Common Stock, the first date upon which a sale of the Common Stock does not automatically transfer the right to receive the relevant distribution from the seller of the Common Stock to its buyer. In addition, (1) if the Guarantor is a party to a share exchange or tender offer, liquidation, consolidation, recapitalization, reclassification, combination or merger, or a sale or lease or other transfer of all or substantially all of its respective properties and assets, or a series of related t...
Exchange Upon Specified Transactions. If Host REIT elects to: (1) distribute to all holders of the Host REIT Common Stock certain rights entitling them to purchase, for a period expiring within 45 days, shares of Host REIT Common Stock at less than the Closing Sale Price of Host REIT Common Stock on the Trading Day immediately preceding the declaration date of such distribution; or (2) distribute to all holders of Host REIT Common Stock the Company’s or Host REIT’s assets, debt securities or certain rights to purchase securities of the Company or Host REIT, which distribution (excluding for this purpose a distribution solely in the form of cash required to preserve the status of Host REIT as a real estate investment trust) has a per share value exceeding 12.5% of the Closing Sale Price of the Host REIT Common Stock on the Trading Day immediately preceding the declaration date of such distribution; the Company must notify the Holders of Exchangeable Debentures at least twenty (20) calendar days prior to the Ex-Dividend Date for such distribution.
Exchange Upon Specified Transactions. If the Company elects to: (1) distribute to all holders of the Common Stock any rights, warrants or options entitling them for a period of not more than 45 days after the issuance thereof to subscribe for or purchase Common Stock at an exercise price per share of Common Stock less than the Closing Sale Price of the Common Stock on the Business Day immediately preceding the time of announcement of such issuance; or (2) distribute to all holders of Common Stock assets, debt securities or certain rights to purchase securities of the Issuer or the Company, which distribution (excluding for this purpose a distribution solely in the form of cash required to preserve the status of the Company as a real estate investment trust) has a per share value exceeding 15% of the average of the Closing Sale Prices of the Common Stock for the 5 consecutive Trading Days ending on the date immediately preceding the declaration date of such distribution, the Issuer must notify the Holders of Notes at least 25 Scheduled Trading Days prior to the ex-dividend date for such distribution described in clause (1) or clause (2).
Exchange Upon Specified Transactions. If the Guarantor elects to: (1) distribute to all, or substantially all, holders of the Common Stock any rights, warrants or options entitling them for a period of sixty (60) days after the issuance thereof to subscribe for or purchase Common Stock at an exercise price per share of Common Stock less than the average of the Closing Sale Prices of Common Stock for the ten (10) consecutive Trading Day period ending on the Trading Day immediately preceding the declaration date of such distribution; or (2) distribute to all, or substantially all, holders of Common Stock assets, debt securities or certain rights to purchase securities of the Issuer or the Guarantor, which distribution (excluding for this purpose a distribution solely in the form of cash required to preserve the status of the Guarantor as a real estate investment trust) has a per share value exceeding 10% of the average of the Closing Sale Prices of the Common Stock for the ten (10) consecutive Trading Days ending on the date immediately preceding the declaration date of such distribution, the Issuer must notify the Holders of Notes at least fifty-five (55) Scheduled Trading Days prior to the Ex-Dividend Date for such distribution.
Exchange Upon Specified Transactions. If Strategic Hotels elects to: (1) distribute to all holders of the Common Stock any rights, warrants or options entitling them for a period of not more than forty five (45) days after the date of issuance thereof to subscribe for or purchase Common Stock, in any case, at an exercise price per share of Common Stock less than the Closing Sale Price of Common Stock on the Trading Day immediately preceding the time of announcement of such issuance; or (2) distribute to all holders of Common Stock assets, debt securities or certain rights to purchase securities of the Issuer or Strategic Hotels, which distribution (excluding for this purpose a distribution solely in the form of cash required to preserve the status of Strategic Hotels as a real estate investment trust) has a per share value exceeding 12.5% of the average of the Closing Sale Prices of the Common Stock for the twenty (20) consecutive Trading Days ending on the date immediately preceding the declaration date of such distribution, the Issuer must notify the Holders of Notes at least fifty (50) Scheduled Trading Days prior to the ex-dividend date for such distribution described in clause (1) or clause (2).
Exchange Upon Specified Transactions. If the Parent Guarantor elects to:
(i) distribute to all holders of Lexington Common Shares rights entitling them to purchase, for a period expiring within 45 days, Lexington Common Shares at less than the Closing Sale Price of Lexington Common Shares on the Trading Day immediately preceding the declaration date of the distribution; or
(ii) distribute to all holders of Lexington Common Shares assets, debt securities or rights to purchase securities of the Parent Guarantor, the Issuer or the other Operating Partnerships, which distribution has a per share value exceeding 15% of the Closing Sale Price of Lexington Common Shares on the Trading Day immediately preceding the declaration date of such distribution, the Issuer and the Parent Guarantor shall notify the Holders of the Notes in writing at least 25 Business Days prior to the ex-dividend date for such distribution. Following the giving of such notice, Holders may surrender their Notes for exchange at any time until the earlier of the close of business on the Business Day prior to the ex-dividend date or an announcement that such distribution shall not take place; provided, however, that a Holder may not exercise this right to exchange if the Holder may participate, on an as-exchanged basis, in the distribution without an exchange of Notes. The ex-dividend date is the first date upon which a sale of the Lexington Common Shares does not automatically transfer the right to receive the relevant distribution from the seller of Lexington Common Shares to its buyer. In addition, if the Parent Guarantor or the Issuer is party to a consolidation, merger, binding share exchange or a sale, lease or other transfer of all or substantially all of the consolidated assets of the Parent Guarantor or the Issuer pursuant to which all of the outstanding Lexington Common Shares would be exchanged for cash, securities or other property that is not otherwise a Change of Control, a Holder may surrender Notes for exchange at any time from and including the date that is 25 Business Days prior to the anticipated effective time of the transaction up to and including five Business Days after the actual date of such transaction. The Issuer and the Parent Guarantor shall notify Holders as promptly as practicable following the date the Issuer or the Parent Guarantor publicly announces such transaction (but in no event less than 25 Business Days prior to the anticipated effective time of such transaction). If a Change of Control occur...
Exchange Upon Specified Transactions. If the Guarantor elects to: (1) distribute to all holders of the Common Stock rights, warrants or options entitling them for a period of forty five (45) days after the issuance thereof to subscribe for or purchase Common Stock at an exercise price per share of Common Stock less than the Closing Sale Price of Common Stock on the Business Day immediately preceding the declaration date of such distribution; or (2) distribute to all holders of Common Stock assets, debt securities or certain rights to purchase securities of the Issuer or the Guarantor, which distribution (excluding for this purpose a distribution solely in the form of cash required to preserve the status of the Guarantor as a real estate investment trust) has a per share value exceeding 10% of the average of the Closing Sale Prices of the Common Stock for the five (5) consecutive Trading Days ending on the date immediately preceding the declaration date of such distribution; the Issuer must notify the Holders of Debentures at least twenty (20) calendar days prior to the ex-dividend date for such distribution. Following the issuance of such notice, Holders may surrender their Debentures for exchange at any time until the earlier of the close of business on the Business Day immediately preceding the ex-dividend date or an announcement that such distribution will not take place; provided, however, that a
Exchange Upon Specified Transactions. NRF elects to:
(1) distribute to all holders of Common Stock rights, warrants or options entitling them to purchase, for a period of up to 45 days after the issuance thereof, shares of Common Stock at a price per share that is less than the Closing Sale Price per share of Common Stock on the Trading Day immediately preceding the declaration date of such distribution; or
Exchange Upon Specified Transactions. If the Guarantor elects to: (1) distribute to all holders of the Common Stock any rights, warrants or options entitling them for a period of forty five (45) days after the issuance thereof to subscribe for or purchase Common Stock at an exercise price per share of Common Stock less than the Closing Sale Price of Common Stock on the Business Day immediately preceding the declaration date of such distribution; or
