Common use of Exchange Upon Specified Transactions Clause in Contracts

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”, a Holder shall have the right to exchange its Notes at any time from and including the Effective Date of such transaction up to and including the 30th Business Day following the Effective Date of the transaction, provided that, if a Holder has already delivered an Optional Repurchase Notice or a Change in Control Purchase Notice with respect to a Note, such Holder may not surrender such Note for exchange until it has withdrawn such notice in accordance with the applicable provisions of Section 2.08 or 2.09 hereof, as the case may be. The Operating Partnership shall notify Holders as promptly as practicable following the date that it publicly announces such Change in Control (but in no event later than five Business Days prior to the Effective Date of such Change in Control). If the Operating Partnership or the Company is a 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 Company Common Shares are exchanged for cash, securities or other property, then from and after the effective time of the transaction, any exchange of Notes, including the Exchange Value and Net Shares deliverable in connection with such exchange, shall be based on, and without limiting the obligation to pay the Principal Return in cash, the Holders shall be entitled to receive for any Net Shares, the kind and amount of cash, securities or other property (the “Applicable Consideration”) that the Holder would have received if such Holder had exchanged its Notes for Company Common Shares immediately prior to the effective time of the transaction. For purposes of the foregoing, where 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 involves a transaction that causes Company Common Shares to be converted into the right to receive more than a single type of consideration based upon any form of shareholder election, the Applicable Consideration shall be deemed to be the weighted average of the types and amounts of consideration received by the holders of Company Common Shares that affirmatively make such an election. At the time of any transaction described in this paragraph, the Operating Partnership or the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that each Note shall be exchangeable into the Applicable Consideration. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in this Second Supplemental Indenture. The Operating Partnership shall cause notice of the execution of such supplemental indenture to be mailed to each Holder of Notes, at its address appearing on the Security Register, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions shall similarly apply to successive reclassifications, changes, consolidations, mergers, binding share exchanges, combinations, sales and transfers. If a Change of Control occurs prior to October 20, 2011 as a result of a transaction described in clauses (1) or (2) of the definition thereof, the Operating Partnership shall adjust the Exchange Rate for Notes tendered for exchange in connection with such a Change in Control transaction, as described in Section 2.10 hereof.

Appears in 2 contracts

Samples: Second Supplemental Indenture (Brandywine Realty Trust), Second Supplemental Indenture (Brandywine Operating Partnership Lp /Pa)

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Exchange Upon Specified Transactions. If the Company The Guarantor elects to: (i1) distribute to all holders of Company Common Shares rights Stock rights, warrants or options entitling them to purchase, for a period expiring within of up to 45 daysdays after the issuance thereof, Company shares of Common Shares Stock at a price per share that is less than the Closing Sale Price of Company per share of Common Shares Stock on the Trading Day immediately preceding the declaration date of the such distribution; or (ii2) distribute to all holders of Company Common Shares Stock the Issuer’s assets, debt securities or rights to purchase securities of the Operating Partnership or the CompanyIssuer, which distribution has a per share value exceeding 15% of the Closing Sale Price of Company the Common Shares Stock on the Trading Day immediately preceding the declaration date of such distribution, in which event, the Operating Partnership shall Issuer must notify the Holders of the Notes in writing at least 20 calendar days prior to the exEx-dividend Dividend date for such distribution. Following , giving Holders the giving of such notice, Holders may right to surrender their Notes Securities for exchange at any time until the earlier of the close of business on the Business Day prior to immediately preceding the exEx-dividend date Dividend Date or an announcement by the Issuer that such distribution shall will not take place; provided, however, that a Holder may not exercise this the 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 buyerSecurities. In addition, if the Operating Partnership or the Company Guarantor is a party to a consolidation, merger, merger or 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 Stock would be exchanged for converted into cash, securities or other property that is not otherwise a Change in Control(the “Reference Property”), a Holder may surrender Notes Securities for exchange at any time from and including after the date that is 15 Business Days prior to the anticipated effective time date of the transaction up to and including five until 15 Business Days after the actual date of such transaction. The Operating Partnership Issuer shall notify Holders as promptly as practicable following the date it the Issuer publicly announces such transaction (but in no event less than 15 Business Days days prior to the anticipated effective time date of such the 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”, a Holder shall have the right to exchange its Notes at any time from and including the Effective Date of such transaction up to and including the 30th Business Day following the Effective Date of the transaction, provided that, if a Holder has already delivered an Optional Repurchase Notice or a Change in Control Purchase Notice with respect to a Note, such Holder may not surrender such Note for exchange until it has withdrawn such notice in accordance with the applicable provisions of Section 2.08 or 2.09 hereof, as the case may be. The Operating Partnership shall notify Holders as promptly as practicable following the date that it publicly announces such Change in Control (but in no event later than five Business Days prior to the Effective Date of such Change in Control). If the Operating Partnership or the Company Issuer is a party to a consolidation, merger, merger or 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 Company Common Shares are Stock would be exchanged for cash, securities or other propertyinto Reference Property, then from and after at the effective time of the transaction, any the Holder’s right to exchange of Notes, including the Exchange Value and Net Shares deliverable in connection with such exchange, Securities for Common Stock shall be based on, and without limiting changed into a right to exchange the obligation to pay the Principal Return in cash, the Holders shall be entitled to receive for any Net Shares, Securities into the kind and amount of cash, securities or other property (the “Applicable Consideration”) Reference Property that the Holder would have received if such the Holder had exchanged its Notes for Company Common Shares Securities immediately prior to the effective time of the transaction. For purposes of the foregoing, where a consolidation, merger, merger or binding share exchange or a sale, lease or other transfer of all or substantially all of the consolidated assets of the Company involves a transaction that causes Company Common Shares Stock to be converted into the right to receive more than a single type of consideration based upon any form of shareholder stockholder election, the Applicable Consideration shall such consideration will be deemed to be the weighted average of the types and amounts of consideration received by the holders of Company Common Shares stockholders that affirmatively make such an electionelection in such transaction. At If a Holder exchanges its Securities pursuant to this Section 4.01(b)(v) and, if such Holder shall be entitled to an adjustment for additional Common Stock as provided by Section 4.03 hereof, the exchange of the Securities shall settle after the effective time of the transaction. If a Holder exchanges its Securities at any transaction described in this paragraphtime following the effective time of the transaction, the Operating Partnership amount will be paid based on the kind and amount of Reference Property. A Security in respect of which a Holder has delivered a Change in Control Purchase Notice or the Company or the successor or purchasing Persona Repurchase Notice, as the case may be, shall execute with exercising such Holder’s right to require the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of Issuer to repurchase such supplemental indenture) providing that each Note shall be exchangeable into the Applicable Consideration. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as Security pursuant to Section 3.01 or Section 3.02 hereof may be practicable to the adjustments provided in this Second Supplemental Indenture. The Operating Partnership shall cause notice of the execution of exchanged only if such supplemental indenture to be mailed to each Holder of Notes, at its address appearing on the Security Register, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions shall similarly apply to successive reclassifications, changes, consolidations, mergers, binding share exchanges, combinations, sales and transfers. If a Change of Control occurs prior to October 20, 2011 as a result of a transaction described in clauses (1) or (2) of the definition thereof, the Operating Partnership shall adjust the Exchange Rate for Notes tendered for exchange in connection with such a Change in Control transactionPurchase Notice or a Repurchase Notice, as described the case may be, is withdrawn in accordance with the Section 2.10 hereof3.01(d) or 3.02(c) prior to 5:00 p.m., New York City time, on the second Business Day immediately prior to the Change in Control Purchase Date or the Repurchase Date, as applicable. A Holder of Securities is not entitled to any rights of a Holder of Common Stock until such Holder has exchanged its Securities and received upon exchange thereof Common Stock.

Appears in 1 contract

Samples: Indenture (Northstar Realty)

Exchange Upon Specified Transactions. If the Company Parent Guarantor elects to: (i) distribute to all holders of Company Sunstone Common Shares certain rights entitling them to purchase, for a period expiring within 45 daysdays of the date of issuance of such rights, Company Sunstone Common Shares at less than the Closing Sale Price of Company Sunstone Common Shares on the Trading Day immediately preceding the declaration date of the distribution; or (ii) distribute to all holders of Company Sunstone Common Shares Shares, the Issuer’s assets, debt securities or rights to purchase securities of the Operating Partnership Parent Guarantor or the CompanyIssuer, which distribution has a per share value exceeding 15% of the Closing Sale Price of Company Sunstone Common Shares on the Trading Day immediately preceding the declaration date of such distribution, the Operating Partnership Issuer shall notify the Holders of the Notes in writing at least 20 days Business Days prior to the exEx-dividend date 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 exEx-dividend date 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 Parent Guarantor or the Company 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 Company or the Operating Partnership Parent Guarantor and its consolidated Subsidiaries (taken as a whole) pursuant to which all of the outstanding Company Sunstone Common Shares would be exchanged for cash, securities or other property that is not otherwise a Change in of 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 Issuer shall notify Holders as promptly as practicable following the date it the Issuer or the Parent Guarantor 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 of Control occurs as a result of a transaction described in clauses (1) or (2) of the definition of “Change in of Control”, ,” a Holder shall have the right to exchange its Notes at any time from and including the Effective Date of such transaction up to and including the 30th Business Day following the Effective Date of the transaction, provided that, if a Holder has already delivered an Optional Repurchase Notice or a Change in of Control Purchase Notice with respect to a Note, such Holder may not surrender such Note for exchange until it has withdrawn such notice in accordance with the applicable provisions of Section 2.08 or 2.09 hereof, as the case may be. The Operating Partnership Issuer shall notify Holders as promptly as practicable following the date that it the Issuer or the Parent Guarantor publicly announces such Change in of Control (but in no event later than five Business Days prior to the Effective Date of such Change in of Control). If the Operating Partnership Issuer or the Company Parent Guarantor is a 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 Parent Guarantor and its consolidated Subsidiaries (taken as a whole) pursuant to which all of the Company outstanding Sunstone Common Shares are exchanged for cash, securities or other property, then from and after the effective time of the transaction, any exchange of Notes, including the Exchange Value and Net net Sunstone Common Shares deliverable in connection with such exchange, shall be based on, and without limiting the obligation to pay the Principal Return in cash, the Holders shall be entitled to receive for any Net Shares, on the kind and amount of cash, securities or other property (the “Applicable Consideration”) that the Holder would have received if such Holder had exchanged its Notes for Company Sunstone Common Shares immediately prior to the effective time of the transaction. For purposes of the foregoing, where 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 Parent Guarantor and its consolidated Subsidiaries (taken as a whole) involves a transaction that causes Company Sunstone Common Shares to be converted into the right to receive more than a single type of consideration based upon any form of shareholder election, the Applicable Consideration shall be deemed to be the weighted average of the types and amounts of consideration received by the holders of Company Sunstone Common Shares that affirmatively make such an election. At the time of any transaction described in this paragraph, the Operating Partnership Issuer or the Company Parent Guarantor or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that each Note shall be exchangeable into the Applicable Consideration. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in this Second First Supplemental Indenture. The Operating Partnership Issuer shall cause notice of the execution of such supplemental indenture to be mailed to each Holder of Notes, at its address appearing on the Security Register, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions shall similarly apply to successive reclassifications, changes, consolidations, mergers, binding share exchanges, combinations, sales and transfers. If a Change of Control occurs prior to October January 20, 2011 2013 as a result of a transaction described in clauses (1) or (2) of the definition thereof, the Operating Partnership Issuer shall adjust the Exchange Rate for Notes tendered for exchange in connection with such a Change in of Control transaction, as described in Section 2.10 hereof.

Appears in 1 contract

Samples: First Supplemental Indenture (Sunstone Hotel Investors, Inc.)

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 certain 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 will 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, merger or 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 Effective Date of the transaction up to and including five Business Days after the actual date of such transaction. The Operating Partnership shall notify the 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”occurs, a Holder shall will have the right to exchange its Notes at any time from and including the Effective Date of such transaction up to and including the 30th Business Day following the Effective Date of the transaction, provided that, if a Holder has already delivered an Optional Repurchase Notice or a Change in Control Purchase Notice with respect to a Note, such Holder may not surrender such Note for exchange until it has withdrawn such notice in accordance with the applicable provisions of Section 2.08 or 2.09 hereof, as the case may be. The Operating Partnership shall will notify the Holders as promptly as practicable following the date that it publicly announces such Change in Control (but in no event later than five Business Days prior to the Effective Date of such Change in Control). If the Operating Partnership or the Company is a party to a consolidation, merger, merger or 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 Company Common Shares are exchanged for cash, securities or other property, then from and after at the effective time Effective Date of the transaction, transaction any exchange of Notes, including Notes and the Exchange Value and Net Shares deliverable in connection with such exchange, shall will be based on, and without limiting the obligation to pay the Principal Return in cash, the Holders shall be entitled to receive for any Net Sharesdetermined by reference to, the kind and amount of cash, securities or other property (the “Applicable Consideration”) that the Holder would have received if such Holder had exchanged its Notes for Company Common Shares immediately prior to the effective time Effective Date of the transaction. For purposes of the foregoing, where a consolidation, merger, merger or binding share exchange or a sale, lease or other transfer of all or substantially all of the consolidated assets of the Company involves a transaction that causes Company Common Shares to be converted into the right to receive more than a single type of consideration based upon any form of shareholder stockholder election, the Applicable Consideration shall such consideration will be deemed to be the weighted average of the types and amounts of consideration received by the holders of Company Common Shares that affirmatively make such an election. At the time of any transaction described in this paragraph, the Operating Partnership or the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that each Note shall be exchangeable into the Applicable Consideration. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in this Second Supplemental Indenture. The Operating Partnership shall cause notice of the execution of such supplemental indenture to be mailed to each Holder of Notes, at its address appearing on the Security Register, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions shall similarly apply to successive reclassifications, changes, consolidations, mergers, binding share exchanges, combinations, sales and transfers. If a Change of Control occurs prior to October 20August 18, 2011 as a result of a transaction described in clauses (1) or (2) of the definition thereof2011, the Operating Partnership shall will adjust the Exchange Rate for Notes tendered for exchange in connection with such a Change in Control transaction, as described in Section 2.10 hereof.

Appears in 1 contract

Samples: Second Supplemental Indenture (Erp Operating LTD Partnership)

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Exchange Upon Specified Transactions. If the The Company elects to: (i1) distribute to all holders of Company Common Shares rights Stock rights, warrants or options entitling them to purchase, for a period expiring within of up to 45 daysdays after the issuance thereof, Company shares of Common Shares Stock at a price per share that is less than the Closing Sale Price of Company per share of Common Shares Stock on the Trading Day immediately preceding the declaration date of the such distribution; or (ii2) distribute to all holders of Company Common Shares Stock the Issuer’s assets, debt securities or rights to purchase securities of the Operating Partnership or the CompanyIssuer, which distribution has a per share value exceeding 15% of the Closing Sale Price of Company the Common Shares Stock on the Trading Day immediately preceding the declaration date of such distribution, in which event, the Operating Partnership shall Issuer must notify the Holders of the Notes in writing at least 20 calendar days prior to the exEx-dividend Dividend date for such distribution. Following , giving Holders the giving of such notice, Holders may right to surrender their Notes Securities for exchange at any time until the earlier of the close of business on the Business Day prior to immediately preceding the exEx-dividend date Dividend Date or an announcement by the Issuer that such distribution shall will not take place; provided, however, that a Holder may not exercise this the 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 buyerSecurities. In addition, if the Operating Partnership or the Company is a party to a consolidation, merger, merger or 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 Stock would be exchanged for converted into cash, securities or other property that is not otherwise a Change in Control(the “Reference Property”), a Holder may surrender Notes Securities for exchange at any time from and including after the date that is 15 Business Days prior to the anticipated effective time date of the transaction up to and including until five Business Days after the actual date of such transaction. The Operating Partnership Issuer shall notify Holders as promptly as practicable following the date it the Issuer publicly announces such transaction (but in no event less than 15 Business Days days prior to the anticipated effective time date of such the 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”, a Holder shall have the right to exchange its Notes at any time from and including the Effective Date of such transaction up to and including the 30th Business Day following the Effective Date of the transaction, provided that, if a Holder has already delivered an Optional Repurchase Notice or a Change in Control Purchase Notice with respect to a Note, such Holder may not surrender such Note for exchange until it has withdrawn such notice in accordance with the applicable provisions of Section 2.08 or 2.09 hereof, as the case may be. The Operating Partnership shall notify Holders as promptly as practicable following the date that it publicly announces such Change in Control (but in no event later than five Business Days prior to the Effective Date of such Change in Control). If the Operating Partnership or the Company Issuer is a party to a consolidation, merger, merger or 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 Company Common Shares are Stock would be exchanged for cash, securities or other propertyinto Reference Property, then from and after at the effective time of the transaction, any the Holder’s right to exchange of Notes, including the Exchange Value and Net Shares deliverable in connection with such exchange, Securities for Common Stock shall be based on, and without limiting changed into a right to exchange the obligation to pay the Principal Return in cash, the Holders shall be entitled to receive for any Net Shares, Securities into the kind and amount of cash, securities or other property (the “Applicable Consideration”) Reference Property that the Holder would have received if such the Holder had exchanged its Notes for Company Common Shares Securities immediately prior to the effective time of the transaction. For purposes If a Holder exchanges its Securities pursuant to this Section 4.01(b)(v) and, if such Holder shall be entitled to an adjustment for additional Common Stock as provided by Section 4.03 hereof, the exchange of the foregoingSecurities shall settle after the effective time of the transaction. If a Holder exchanges its Securities at any time following the effective time of the transaction, where the amount will be paid based on the kind and amount of Reference Property. A Security in respect of which a consolidation, merger, binding share exchange Holder has delivered a Change in Control Purchase Notice or a sale, lease or other transfer of all or substantially all of the consolidated assets of the Company involves a transaction that causes Company Common Shares to be converted into the right to receive more than a single type of consideration based upon any form of shareholder election, the Applicable Consideration shall be deemed to be the weighted average of the types and amounts of consideration received by the holders of Company Common Shares that affirmatively make such an election. At the time of any transaction described in this paragraph, the Operating Partnership or the Company or the successor or purchasing PersonRepurchase Notice, as the case may be, shall execute with exercising such Holder’s right to require the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of Issuer to repurchase such supplemental indenture) providing that each Note shall be exchangeable into the Applicable Consideration. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as Security pursuant to Section 3.01 or Section 3.02 hereof may be practicable to the adjustments provided in this Second Supplemental Indenture. The Operating Partnership shall cause notice of the execution of exchanged only if such supplemental indenture to be mailed to each Holder of Notes, at its address appearing on the Security Register, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions shall similarly apply to successive reclassifications, changes, consolidations, mergers, binding share exchanges, combinations, sales and transfers. If a Change of Control occurs prior to October 20, 2011 as a result of a transaction described in clauses (1) or (2) of the definition thereof, the Operating Partnership shall adjust the Exchange Rate for Notes tendered for exchange in connection with such a Change in Control transactionPurchase Notice or a Repurchase Notice, as described the case may be, is withdrawn in accordance with the Section 2.10 hereof3.01(d) or 3.02(c) prior to 5:00 p.m., New York City time, on the second Business Day immediately prior to the Change in Control Purchase Date or the Repurchase Date, as applicable. A Holder of Securities is not entitled to any rights of a Holder of Common Stock until such Holder has exchanged its Securities and received upon exchange thereof Common Stock.

Appears in 1 contract

Samples: Indenture (General Growth Properties Inc)

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 certain 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 will 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, merger or 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”, a Holder shall will have the right to exchange its Notes at any time from and including the Effective Date of such transaction up to and including the 30th Business Day following the Effective Date of the transaction, provided that, if a Holder has already delivered an Optional Repurchase Notice or a Change in Control Purchase Notice with respect to a Note, such Holder may not surrender such Note for exchange until it has withdrawn such notice in accordance with the applicable provisions of Section 2.08 or 2.09 hereof, as the case may be. The Operating Partnership shall will notify Holders as promptly as practicable following the date that it publicly announces such Change in Control (but in no event later than five Business Days prior to the Effective Date of such Change in Control). If the Operating Partnership or the Company is a party to a consolidation, merger, merger or 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 Company Common Shares are exchanged for cash, securities or other property, then from and after at the effective time of the transaction, transaction any exchange of Notes, including Notes and the Exchange Value and Net Shares deliverable in connection with such exchange, shall will be based on, and without limiting the obligation to pay the Principal Return in cash, the Holders shall be entitled to receive for any Net Shares, on the kind and amount of cash, securities or other property (the “Applicable Consideration”) that the Holder would have received if such Holder had exchanged its Notes for Company Common Shares immediately prior to the effective time of the transaction. For purposes of the foregoing, where a consolidation, merger, merger or binding share exchange or a sale, lease or other transfer of all or substantially all of the consolidated assets of the Company involves a transaction that causes Company Common Shares to be converted into the right to receive more than a single type of consideration based upon any form of shareholder stockholder election, the Applicable Consideration shall such consideration will be deemed to be the weighted average of the types and amounts of consideration received by the holders of Company Common Shares that affirmatively make such an election. At the time of any transaction described in this paragraph, the Operating Partnership or the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that each Note shall be exchangeable into the Applicable Consideration. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in this Second Supplemental Indenture. The Operating Partnership shall cause notice of the execution of such supplemental indenture to be mailed to each Holder of Notes, at its address appearing on the Security Register, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions shall similarly apply to successive reclassifications, changes, consolidations, mergers, binding share exchanges, combinations, sales and transfers. If a Change of Control occurs prior to October 20January 18, 2011 2012 as a result of a transaction described in clauses (1) or (2) of the definition thereof, the Operating Partnership shall will adjust the Exchange Rate for Notes tendered for exchange in connection with such a Change in Control transaction, as described in Section 2.10 hereof.

Appears in 1 contract

Samples: Second Supplemental Indenture (Eop Operating LTD Partnership)

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