Common use of No Fractional Shares; Transferability of Exchange Shares Clause in Contracts

No Fractional Shares; Transferability of Exchange Shares. No fractional REIT Share or script representing a fractional REIT Share shall be issued upon the exchange of Units pursuant to this Agreement. In lieu of any fractional REIT Share that would otherwise be deliverable upon exchange of a Unit, the Exchanging Holder shall be entitled to receive cash in an amount equal to the same fraction of the Market Value of a REIT Share on the day on which the Exchange Notice is given. Any and all Exchange Shares shall be delivered to the Exchanging Holder pursuant to a then effective registration statement under the Securities Act or in such other manner as to cause such shares not to be "restricted securities" as defined by Rule 144 (or equivalent rule or regulation) under the Securities Act. Notwithstanding the foregoing, if at any time after any Units are tendered by an Exchanging Holder pursuant hereto LTC is contemplating an underwritten public offering of LTC's securities and LTC determines that marketing factors require a limitation of the number of shares of Common Stock available for sale in the market, LTC shall so advise the Holders, and no Exchange Shares held by any Holder shall be sold in any public sale or other distribution, without the prior written consent of LTC, for such period of time before and after (not to exceed 30 days before and 60 days after) the effective date of the registration statement relating to such public offering as LTC may require.

Appears in 5 contracts

Samples: Exchange Rights Agreement (LTC Properties Inc), Exchange Rights Agreement (LTC Properties Inc), Exchange Rights Agreement (LTC Properties Inc)

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No Fractional Shares; Transferability of Exchange Shares. No fractional REIT Share or script representing a fractional REIT Share shall be issued upon the exchange of Units pursuant to this Agreement. In lieu of any fractional REIT Share that would otherwise be deliverable upon exchange of a Unit, the Exchanging Holder shall be entitled to receive cash in an amount equal to the same fraction of the Market Value of a REIT Share on the day on which the Exchange Notice is given. Any and all Exchange Shares shall be delivered to the Exchanging Holder pursuant to a then effective registration statement under the Securities Act or in such other manner as to cause such shares not to be "restricted securities" as defined by Rule 144 (or equivalent rule or regulation) under the Securities Act. Act Notwithstanding the foregoing, if at any time after any Units are tendered by an Exchanging Holder pursuant hereto LTC is contemplating an underwritten public offering of LTC's securities and LTC determines that marketing factors require a limitation of the number of shares of Common Stock available for sale in the market, LTC shall so advise the Holders, and no Exchange Shares held by any Holder shall be sold in any public sale or other distribution, without the prior written consent of LTC, for such period of time before and after (not to exceed 30 days before and 60 days after) the effective date of the registration statement relating to such public offering as LTC may require.

Appears in 1 contract

Samples: Exchange Rights Agreement (LTC Properties Inc)

No Fractional Shares; Transferability of Exchange Shares. No fractional REIT Share or script scrip representing a fractional REIT Share shall be issued upon the exchange of Units pursuant to this Agreement. In lieu of any fractional REIT Share that would otherwise be deliverable upon exchange of a Unit, the Exchanging Holder shall be entitled to receive cash in an amount equal to the same fraction of the Market Value of a REIT Share on the day on which the Exchange Notice is given. Any and all Exchange Shares shall be delivered to the Exchanging Holder pursuant to a then effective registration statement under the Securities Act or in such other manner as to cause such shares not to be "restricted securities" as defined by Rule 144 (or equivalent rule or regulation) under the Securities Act. Notwithstanding the foregoing, if at any time after any Units are tendered by an Exchanging Holder pursuant hereto LTC is contemplating an underwritten public offering of LTC's securities and LTC determines that marketing factors require a limitation of the number of shares of Common Stock available for sale in the market, LTC shall so advise the Holders, and no Exchange Shares held by any Holder shall be sold in any public sale or other distribution, without the prior written consent of LTC, for such period of time before and after (not to exceed 30 days before and 60 days after) the effective date of the registration statement relating to such public offering as LTC may require.

Appears in 1 contract

Samples: Exchange Rights Agreement (LTC Properties Inc)

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No Fractional Shares; Transferability of Exchange Shares. No fractional REIT Share or script representing a fractional REIT Share shall be issued upon the exchange of Units pursuant to this Agreement. Agreement In lieu of any fractional REIT Share that would otherwise be deliverable upon exchange of a Unit, the Exchanging Holder shall be entitled to receive cash in an amount equal to the same fraction of the Market Value of a REIT Share on the day on which the Exchange Notice is given. Any and all Exchange Shares shall be delivered to the Exchanging Holder pursuant to a then effective registration statement under the Securities Act or in such other manner as to cause such shares not to be "restricted securities" as defined by Rule 144 (or equivalent rule or regulation) under the Securities Act. Notwithstanding the foregoing, if at any time after any Units are tendered by an Exchanging Holder pursuant hereto LTC is contemplating an underwritten public offering of LTC's securities and LTC determines that marketing factors require a limitation of the number of shares of Common Stock available for sale in the market, LTC shall so advise the Holders, and no Exchange Shares held by any Holder shall be sold in any public sale or other distribution, without the prior written consent of LTC, for such period of time before and after (not to exceed 30 days before and 60 days after) the effective date of the registration statement relating to such public offering as LTC may require.

Appears in 1 contract

Samples: Exchange Rights Agreement (LTC Properties Inc)

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