Exercise of Put Right. (i) The applicable Put Rights may be exercised individually by each BGLH Guarantee Holder, Lineage REIT and Lineage OP during its applicable Put Exercise Windows in accordance with Section 1(a) by delivering to Lineage REIT, Lineage OP and/or Lineage Holdings, as applicable, a notice in writing (a “Put Exercise Notice”) indicating such BGLH Guarantee Holder’s, Lineage REIT’s and/or Lineage OP’s intention to exercise the applicable Put Right and specifying the applicable Primary Put Securities, Secondary Put Securities or Tertiary Put Securities for which the Put Rights are being exercised and the amounts and forms of exercise. Notwithstanding the foregoing: (A) if BGLH has incurred any BGLH Guarantee Obligations pursuant to any exercise of rights by a BGLH Guarantee Holder served upon BGLH during the applicable Put Exercise Window, the Parties shall each have an additional 60 days after the applicable Put Exercise Window to deliver a Put Exercise Notice; (B) if Lineage OP has incurred any Lineage OP Guarantee Obligations pursuant to any exercise of rights by a Lineage OP Guarantee Holder served upon Lineage OP during the applicable Put Exercise Window, the Parties shall each have an additional 60 days after the applicable Put Exercise Window to deliver a Put Exercise Notice; and (C) the Secondary Put Right corresponding to a Primary Put Right, and the Tertiary Put Right corresponding to such Secondary Put Right, each shall be deemed to have been exercised with or without any Put Exercise Notice if the applicable Primary Put Right has been exercised.
(ii) The closing of any sale of Primary Put Securities, Secondary Put Securities or Tertiary Put Securities, issuance of Top-Up Securities or distribution of Top-Up Cash pursuant to this Section 1 shall take place no later than five Business Days following receipt by Lineage REIT, Lineage OP or Lineage Holdings, as applicable, of the applicable Put Exercise Notice, or such other date as may be agreed by the applicable Parties.
Exercise of Put Right. (a) As a condition precedent to the exercise of the Put Right on any given date, the Company and Executive must mutually agree that no gain or loss will be required to be recognized for U.S. federal tax purposes on account of such exercise and related Exchange (the “Put Right Condition”).
(b) If the Put Right Condition is satisfied, the Put Right will be exercisable by Executive by submitting a completed and fully-executed notice in the form attached hereto as Exhibit B (the “Put Right Notice”) to the Company on or prior to the Put Right’s Expiration Date (as defined in Section 1.5 below). If the Put Right Condition is satisfied, the Put Right will be deemed to have been exercised immediately prior to 5:00 p.m. Pacific Time on the date of timely delivery of a Put Right Notice with respect to the Put Right.
(c) Failure to satisfy the Put Right Condition or to deliver a Put Right Notice prior to 5:00 p.m. Pacific Time on a Put Right’s Expiration Date will constitute an irrevocable waiver of the Put Right with respect to any shares of Class A Common Stock that remain subject to Executive Equity Awards and any remaining Put Eligible Shares.
(d) A Put Right cannot be exercised by Executive with respect to any Put Eligible Share more than once. Further, Executive will have no Put Right pursuant to this Agreement with respect to any share of Class A Common Stock that is acquired by Executive following the Effective Time other than as a result of the exercise the Executive Equity Awards.
Exercise of Put Right. A. The General Partner shall, upon the written request of the JMB Limited Partner, promptly cause the Partnership to exercise its Put Right (as such term is defined in the Property Owning Partnership Agreement) to require the Property Owning General Partner and Metropolis, jointly and severally, to purchase the Property Owning Partnership Interest pursuant to Section 12.2C of the Property Owning Partnership Agreement.
B. The General Partner shall, upon the written request of the JMB Limited Partner, promptly cause the Partnership to exercise its right to sell the OHSP Interests to FW Strategic or OHSP pursuant to the proviso of Section 4.02(d)(ii) of the Restructuring Agreement.
C. Following (i) the exercise of the Put Right pursuant to Section 7.6A and (ii) the receipt by the JMB Limited Partner of all amounts to be received as a result thereof, the General Partner shall, upon receipt of the written election of the JMB Limited Partner at any time, in the JMB Limited Partner's sole discretion, cause its Partnership Interest to be converted to a limited partner interest, and the Special General Partner shall thereupon become the successor General Partner.
D. Following
(i) the exercise of the Purchase Right (as defined in Property Owning Partnership Agreement) the pursuant to Section 12.2A of the Property Owning Partnership Agreement and (ii) the receipt by the JMB Limited Partner of all amounts to be received as a result thereof, the General Partner shall, upon receipt of the written election of the JMB Limited Partner at any time, in the JMB Limited Partner's sole discretion, cause its Partnership Interest to be converted to a limited partner interest, and the Special General Partner shall thereupon become the successor General Partner.
Exercise of Put Right. The Put Right of a Holder of Notes forming part of any Normal Common Equity Units shall automatically, without any action of such Holder, be deemed to be exercised on the Second Delayed Stock Purchase Date; provided, however, such Put Right shall be deemed not to be exercised if (1) a Final Failed Remarketing does not occur; or (2) such Holder duly elects Cash Settlement to apply to such Normal Common Equity Units in accordance with, and subject to, Section 5.2(b) Stock Purchase Contract Agreement and Section 5.6 of the Pledge Agreement (including, without limitation, the due payment, in accordance therewith, in lawful money of the United States by certified or cashier’s check or wire transfer of immediately available funds payable to or upon the order of the Securities Intermediary (as defined in the Stock Purchase Contract Agreement), of the aggregate purchase price payable pursuant to the applicable Stock Purchase Contracts of such Normal Common Equity Units). Notwithstanding anything in the Indenture to the contrary, in no event shall a Holder be permitted to exercise the Put Right unless the principal amount of the Notes as to which the Put Right is exercised, and the principal amount of each tranche of Component Notes forming part of such Notes, is an integral multiple of one thousand dollars ($1,000).
Exercise of Put Right. (i) The Shareholder shall exercise its Put Right by giving written notice of its exercise of the Put Right to the Shareholder (“Put Exercise Notice”), in accordance with the provisions of Section 7 hereof.
(ii) Upon exercise of the Put Right, and delivery by the Company to the Shareholder of the Redemption Price in full for the Shares, the Shareholder shall no longer be deemed to be the owner of such Shares.
Exercise of Put Right. RAM may exercise the Put Right by delivering to the Company, no later than thirty (30) days prior to the relevant Put Exercise Date, a notice (the “Put Exercise Notice”) that RAM intends to exercise its Put Right. The Put Exercise Notice shall specify the Put Exercise Date upon which the parties shall consummate the purchase and sale of the Units (such consummation being referred to herein as the “Put Closing”), and the number of Units to be subject to such purchase and sale.
Exercise of Put Right. The holder of the Series C Preferred Partnership Units shall have the right, at its option, to put (the "Put Right") to the Partnership at any time all, but not part, of the Series C Preferred Partnership Units at a price per unit (the "Put Price") equal to the portion of the Capital Account balance of the holder of such Units attributable to such Units, as determined after taking into account all contributions and distributions, to and including the date fixed for such exchange (the "Exchange Date"), as well as all allocations of Net Profit, Net Losses and other items to such holder with respect to the fiscal year in which the Exchange Date falls (including without limitation the allocations provided by Sections 2(g) and 2(h) of Exhibit F to this --------- Agreement, to the extent applicable to the exchange). The Put Price shall be paid to the holder, at the option of the Partnership, in (i) cash, or (ii) a number of shares of Common Stock equal to either (x) the aggregate Put Price to be paid by the Partnership divided by the Current Per Share Market Price, if the Current Per Share Market Price is greater than $33.4375 per share (the "Put Exchange Price"), or (y) 1,046,729 shares of Common Stock, if the Current Per Share Market Price is less than or equal to the Put Exchange Price (the "Put Share Exchange Rate").
Exercise of Put Right. Each Holder may, upon the terms and conditions set forth in this Section 8, require the Company to repurchase the shares of Common Stock acquired by such Holder pursuant to the Purchase Agreement (such shares, and any shares of the Company’s capital stock issued or issuable with respect to such shares by way of any stock split, stock dividend, reclassification, recapitalization or similar events, the “Put Shares”). To exercise such right, a Holder must deliver, during the Put Exercise Period (as defined below), a written notice to the Company (the “Put Election Notice”), which Put Election Notice must specify either that such Holder desires to sell all of such Holder’s Put Shares to the Company, or if a lesser number, the number of such Holder’s Put Shares that such Holder desires to sell to the Company. Subject to the terms and conditions hereof, the “Put Exercise Period” shall commence on the first to occur of the following dates, and shall terminate at the close of business, east coast time, on the thirtieth (30th) Business Day after such first date (subject to extension, for any individual Holder, pursuant to the provisions of this Section 8(a)), whether or not any of the other events specified in the following clauses occur subsequent to such first date:
(i) the date on which the Company consummates a Put Sale Event (as defined below) if such date occurs prior to June 30, 2011; or
(ii) the date that is thirty (30) days after the date that the Company consummates an underwritten public offering of Common Stock; or
(iii) June 30, 2011, if the Company has not consummated prior to such date an underwritten public offering of Common Stock. For purposes of this Agreement, the following terms have the following meanings:
Exercise of Put Right. If Lessor desires to exercise the Put Right, it shall do so by delivering to Lessee a written notice of such exercise not less than 90 days prior to the date specified in such notice for closing on Lessee's purchase of the Aircraft (the "Purchase Closing Date").
Exercise of Put Right. In order to exercise the Put Right, the Company shall deliver written notice of exercise (the "Notice of Exercise") by 5:00 PM New York time on May 30, 2002, in the manner prescribed in Section 7.4 hereto, to the Lenders.
