Permissible Exchanges Sample Clauses

Permissible Exchanges. (i) From and after the First Anniversary, a Non-Executive Member may elect to Exchange up to thirty three and one-third percent (331/3%) of its vested Remaining Units by delivering, at least 45 days in advance of the Closing of such Exchange, a written notice to DPA (an “Exchange Request”). From and after the Second Anniversary, a Non-Executive Member may elect to Exchange up to, but not exceeding, sixty-six and two-third percent (662/3%) of its vested Remaining Units (less its vested Remaining Units that were Exchanged after the First Anniversary and before the Second Anniversary) by delivering and Exchange Request at least 45 days in advance of the Closing of such Exchange. Subject to the limitations as set forth below, one hundred percent (100%) of any such Non-Executive Member’s vested Remaining Units may be Exchanged at the election of such Non-Executive Member following the Third Anniversary by delivering an Exchange Request at least 45 days in advance of the Closing of any such Exchange. Each Exchange Request shall be delivered at least 45 days in advance of the Closing of the relevant Exchange and shall set forth the number of New Class A Units such Non-Executive Member wishes to Exchange for Class A Shares at the Closing and the number of Class B Shares to be delivered for cancellation at the Closing, subject to the limitations specified in this Section 2.1(a). Notwithstanding the foregoing, each Non-Executive Member shall be required to continue to beneficially own, for so long as such Non-Executive Member remains employed by DPA, such number of New Class A Units, Class A Shares, or a combination thereof, equal to at least twenty percent (20%) of its Remaining Units. Any Exchange Requests submitted in violation of such maintenance requirement will be summarily disregarded, and DPA shall have no obligation to effectuate a Closing of any such Exchange relating to the entire amount of Remaining Units included on such Exchange Request. Subject to the exceptions set forth in Section 2.1(a)(iv), Exchange Requests may not be revoked after delivery to DPA.
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Permissible Exchanges. (i) Upon the terms and subject to the conditions of this Article 2, each Class B Member may, at any time and from time to time, elect to Exchange in one or more Exchanges up to 100% of the Class B Member’s Class B common units (together with the corresponding number of Class B Shares) by delivering an Exchange Request to the Company, with a copy to Evolent Health, Inc.
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Permissible Exchanges. (i) Upon the terms and subject to the conditions of this Article 2, PICO may, at any time and from time to time, elect to Exchange in one or more Exchanges up to one hundred percent (100%) of its PICO Membership Interests by delivering an Exchange Request to UCP.
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Permissible Exchanges. (i) Upon the terms and subject to the conditions of this Article 2, RCAP may elect to Exchange from time to time, in one or more Exchanges, up to one hundred percent (100%) of its Operating Subsidiaries Group Units by delivering an Exchange Request to the Corporation.
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Permissible Exchanges. (i) Upon the terms and subject to the conditions of this Article 2, each Series B Member may, at any time and from time to time, elect to Exchange in one or more Exchanges up to one hundred percent (100%) of the Series B Member’s Series B Membership Interests, together with a corresponding number of Class B Shares, by delivering an Exchange Request to HII.
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Permissible Exchanges. (i) Upon the terms and subject to the conditions of this Article 2, each Principal may elect to Exchange from time to time in one or more Exchanges up to one hundred percent (100%) of his Original Units by delivering an Exchange Request to the Corporation; provided that a Principal may not submit an Exchange Request in accordance with this Section 2.01 more than once in any given Fiscal Quarter, except as permitted by Section 2.01(a)(ii).
Sample 1
Permissible Exchanges. (i) The Company shall establish one or more dates in each fiscal year as a date on which the Members (other than the Highbridge Members) shall be permitted to elect to Exchange, provided that the Company may postpone any such date one or more times and (ii) on the date that is six months after the date of the final prospectus filed with the Securities and Exchange Commission relating to the IPO, the Company shall automatically Exchange all Common Units held by the Highbridge Members (each such date an “Exchange Date”). Except as to the Highbridge Members, the Company shall give notice to each Member of the establishment of an Exchange Date at least 75 and no more than 90 Business Days prior to the Exchange Date. Except as to the Highbridge Members, the Company may permit, in writing or orally, one or more Members to submit an Exchange Request on such other dates, such permission to be granted, withheld or granted on such terms and conditions as determined by the Company in its sole discretion. Except as to the automatic Exchange by the Highbridge Members where no Exchange Request shall be required, upon the terms and subject to the conditions of this Article 2, each Member may, on an Exchange Date, elect to Exchange up to 100% of the Member’s Common Units (together with the corresponding number of Class B Shares, to the extent that such Member holds such Class B Shares) by delivering an Exchange Request to the Company with a copy to OTG EXP at least 60 days prior to the Exchange Date. If the Company does not elect on or before the close of business on the fifth Business Day after the Company’s receipt of an Exchange Request to exchange all of the Common Units set forth in such Exchange Request from such Member (other than Highbridge Members) for the Cash Amount, then the portion of the Common Units set forth in the Exchange Request not being exchanged for the Cash Amount shall be exchanged for Class A Shares based on the Exchange Rate. Upon the automatic Exchange of all of the Common Units held by the Highbridge Members, such Common Units shall be exchanged for Class A Shares based on the Exchange Rate.
Sample 1
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Permissible Exchanges. (i) Upon the terms and subject to the conditions of this Article 2, the Stockholders may, at any time, elect to Exchange 100% of the Stockholders’ shares of the Initial Blocker Stock or the applicable Additional Blocker Stock, as applicable, by delivering an Exchange Request to Evolent Health, Inc., with a copy to the Company. For the avoidance of doubt, the Stockholders, unless otherwise agreed to by Evolent Health, Inc., in its sole and absolute discretion, may only Exchange all shares of the Initial Blocker Stock or the applicable Additional Blocker Stock, as applicable, held by all Stockholders (i.e. there is no partial exchange right with respect to the Initial Blocker Stock or the applicable Additional Blocker, as applicable).
Sample 1

Related to Permissible Exchanges

  • Mergers and Exchanges With the consent of the Member, the Company may be a party to (a) a merger, or (b) an exchange or acquisition of the type described in Section 18-209 of the Act.

  • Compliance with Exchange Rules There is and has been no failure on the part of the Company or, to the knowledge of the Company, any of the Company’s officers or directors, in their capacities as such, to comply with (as and when applicable), and immediately following the Effective Date the Company will be in compliance with, the New York Stock Exchange Listed Company Manual. Further, there is and has been no failure on the part of the Company or, to the knowledge of the Company, any of the Company’s officers or directors, in their capacities as such, to comply with (as and when applicable), and immediately following the Effective Date the Company will be in compliance with, the phase-in requirements and all other applicable provisions of the New York Stock Exchange corporate governance requirements set forth in the New York Stock Exchange Listed Company Manual.

  • Denominations; Transfers and Exchanges All Notes will be in registered form, without coupons, in principal amounts equal to any Authorized Denominations. Subject to the terms of the Indenture, the Holder of this Note may transfer or exchange this Note by presenting it to the Registrar and delivering any required documentation or other materials.

  • Transfers and Exchanges The Warrant Agent shall transfer, from time to time, any outstanding Warrants upon the books to be maintained by the Warrant Agent for that purpose, upon surrender thereof for transfer properly endorsed or accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant shall be issued to the transferee and the surrendered Warrant shall be cancelled by the Warrant Agent. Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon request. Warrants may be exchanged at the option of the holder thereof, when surrendered at the office of the Warrant Agent, for another Warrant, or other Warrants of different denominations of like tenor and representing in the aggregate the right to purchase a like number of shares of Common Stock.

  • Securities Law Requirements If at any time the Board or Committee determines that issuing Stock pursuant to this Agreement would violate applicable securities laws, the Corporation will not be required to issue such Stock. The Board or Committee may declare any provision of this Agreement or action of its own null and void, if it determines the provision or action fails to comply with applicable securities laws. The Corporation may require Participant to make written representations it deems necessary or desirable to comply with applicable securities laws.

  • Regulatory Changes If any Lender shall determine that (a) any change in any Legal Requirement (including any new Legal Requirement) after the date hereof shall directly or indirectly (i) reduce the amount of any sum received or receivable by such Lender with respect to the Loan or the Letters of Credit or the return to be earned by such Lender on the Loan or the Letters of Credit, (ii) impose a cost on such Lender or any Affiliate of such Lender that is attributable to the making or maintaining of, or such Lender’s commitment to make, its portion of the Loan or the Letters of Credit, or (iii) require such Lender or any Affiliate of such Lender to make any payment on, or calculated by reference to, the gross amount of any amount received by such Lender under any Credit Document, and (b) such reduction, increased cost or payment shall not be fully compensated for by an adjustment in the Applicable Rate or the Letter of Credit fees, then, within 15 days after the receipt by the Company of a certificate from such Lender setting forth why it is claiming compensation under this Section 3.8 and computations (in reasonable detail) of the amount thereof, the Company shall pay to such Lender such additional amounts as such Lender determines will, together with any adjustment in the Applicable Rate, fully compensate for such reduction, increased cost or payment, together with interest on such amount from the 15th day after receipt of such certificate until payment in full thereof at the Overdue Rate. The determination by such Lender of the amount to be paid to it and the basis for computation thereof hereunder shall, in the absence of demonstrable error, be conclusive. In determining such amount, such Lender may use any reasonable averaging and attribution methods. The Company shall be entitled to replace any such Lender in accordance with Section 13.3.

  • Regulatory Limitation In the event, as a result of increases in the value of Alternative Currencies against the Dollar or for any other reason, the obligation of any of the Lenders to make Loans (taking into account the Dollar Amount of the Obligations and all other indebtedness required to be aggregated under 12 U.S.C.A. §84, as amended, the regulations promulgated thereunder and any other Applicable Law) is determined by such Lender to exceed its then applicable legal lending limit under 12 U.S.C.A. §84, as amended, and the regulations promulgated thereunder, or any other Applicable Law, the amount of additional Extensions of Credit such Lender shall be obligated to make or issue or participate in hereunder shall immediately be reduced to the maximum amount which such Lender may legally advance (as determined by such Lender), the obligation of each of the remaining Lenders hereunder shall be proportionately reduced, based on their applicable Commitment Percentages to the relevant Credit Facility and, to the extent necessary under such laws and regulations (as determined by each of the Lenders, with respect to the applicability of such laws and regulations to itself), and the Company shall reduce, or cause to be reduced, complying to the extent practicable with the remaining provisions hereof, the Obligations outstanding hereunder by an amount sufficient to comply with such maximum amounts.

  • Regulatory Limitations Notwithstanding any other provision of this Agreement, neither Buyer, Buyer Bank, Seller, nor Seller Bank shall be obligated to make, and Executive shall have no right to receive, any payment under this Agreement which would violate any law, regulation, or regulatory order applicable to Buyer, Buyer Bank, Seller, or Seller Bank, as applicable, at the time such payment is due, including, without limitation, Section 1828(k)(1) of Title 12 of the United States Code and any regulation or order thereunder of the Federal Deposit Insurance Corporation.

  • REQUIRED REGULATORY PROVISIONS Notwithstanding anything herein contained to the contrary, any payments to the Executive by the Employer, whether pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), and the regulations promulgated thereunder in 12 C.F.R. Part 359.

  • Certain Transfers and Exchanges Notwithstanding any other provision of this Indenture, transfers and exchanges of Securities and beneficial interests in a Global Security shall be made only in accordance with this Section 3.6(b).

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