Pursuant to Exchange Sample Clauses

Pursuant to Exchange. Policy No. 4 ("Policy No. 4"), the Exchange requires that the Issuer obtain a member to act as its sponsor within the meaning of Policy No. 4 as. a condition of approval of the Transaction;
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Pursuant to Exchange. Act Rule 17a-3, the Parties hereto acknowledge that ADLLC or any other Recipient registered as a broker or a dealer pursuant to Section 15 of the Securities Exchange Act of 1934 (“Company Broker-Dealer”) will make a record reflecting each expense and corresponding liability incurred relating to its business regardless of whether the liability is joint or several with any entity and regardless of whether a third party has agreed to assume the expense or liability. Such Company Broker-Dealer and the Provider agree that such Company Broker-Dealer will record all distribution-related expenses and administrative expenses and liabilities relating to its business on its books and records. Any expense recorded will be based on allocation methods consistent with Section 23(a) above. (c) Where the Provider agrees to assume the costs for services provided to a Company Broker-Dealer, such Company Broker-Dealer will not be obligated to reimburse the Provider, and the Provider will have no recourse to such Recipient, for the costs of such services. For any expenses that the Provider agrees to assume, the Provider and the Company Broker- Dealer agree to comply with the requirements specified in Section 3 of NASD Notice to Members 03-63 (Oct. 2003). [SIGNATURE PAGE FOLLOWS.] UVWXYZ[\]̂_ZX̂èéêë̂Yf̂V®Z]WYXZYdV̂]ìW±̂f²X]̂̂ ĉY[g ³†´³š†µ¶¶´·µhµ̧ ¹oœºi»klœ›inºk¼i½k¾nimœº›n¿jlii‡iÀœœÁÂiiÃi½¾œim ƒœºi›lliníi½œ›¼im¾ƒk¾œºÁl›îimÁÄ›½ilnknÁÄœºimkœiÄ›lnœniœÄÁlœºkÂÁ¼iÈ µïµhä¿ðµ·̧ äñ³†ò¶oä» ‚ƒ„‚k½ónœÁÀi³¶ò³À¼inœ‡iÀœ»klœÀilnô ¿õkÀkji‡iÀœ¿nnÁ½›kœinöåkƒ‡kÀ÷ô †øäÈ»Èo›œnjiÀilkíklœÀil ‚ƒ„‚³¶òô¿ò»ô†øäÈäÈåÈo›œn jiÀilkíklœÀil µïµhä¿ðµ³†šµhµ¶š·̧ äñ³†ò¶o ääå ‚ƒ„µ¼ilkóiù¶·Ám›ÀjnåÁ‡íkÀƒo›œn nÁi‡i‡Âil ‚ƒ„ †k‡i„õiÀinåºii š›œi„ ¿¾œºÁl›îim¶›jÀkœÁlƒ ‚ƒ„ †k‡i„šƒilöñÁÀiƒ÷äkljiƒ š›œi„ 庛iĵÃi½¾œ›¼i̧ Ä›½il µïµhä¿ðµù¶·̧ äñ³†ò¶ å̧ õ»¿†ú µïµhä¿ðµù¶»¿hµ†šå̧ õ»¿†ú ‚ƒ„ †k‡i„šƒilöñÁÀiƒ÷äkljiƒ š›œi„ 庛iĵÃi½¾œ›¼i̧ Ä›½il ‚ƒ„ †k‡i„šƒilöñÁÀiƒ÷äkljiƒ š›œi„ 庛iĵÃi½¾œ›¼i̧ Ä›½il µïµhä¿ðµ³†ïµ¶šõµ†šä³õ³šµñ µïµhä¿ðµ¶µhï³åµ¶å̧ õ»¿†ú ‚ƒ„ †k‡i„¿klÁÀä›nnÀil š›œi„ ñ›li½œÁl ‚ƒ„ †k‡i„šƒilöñÁÀiƒ÷äkljiƒ š›œi„ 庛iĵÃi½¾œ›¼i̧ Ä›½il µïµhä¿ðµhµ³†¶ùh¿†åµä³õ³šµñ ‚ƒ„ †k‡i„šƒilöñÁÀiƒ÷äkljiƒ š›œi„ 庛iĵÃi½¾œ›¼i̧ Ä›½il Z[\]̂ _̀abcadef[gebhZibjklcmnkopqrZmpnstupqutlpcvqZsulwwvwr UVWXYZ[\]̂_ZX̂èéêë̂Yf̂V®Z]WYXZYdV̂]ìW±̂f²X]̂̂ ĉY[g ¿ä䶚¿šµä³¹µ³†¶ùh¿†åµ å̧ õ»¿†ú ¿ä䶚¿šµ¿¶¶ùh¿†åµå̧ õ»¿†ú ‚ƒ„ †k‡i„šƒilöñÁÀiƒ÷äkljiƒ š›œi„ 庛iĵÃi½¾œ›¼i̧ Ä›½il ‚ƒ„ †k‡i„šƒilöñÁÀiƒ÷äkljiƒ š›œi„ 庛iĵÃi½¾œ›¼i̧ Ä›½il ¿ä³åhµ³†¶ùh¿†åµå̧ õ»¿†ú...

Related to Pursuant to Exchange

  • Right to Exchange (i) Series J Preferred Units will be exchangeable in whole but not in part unless expressly otherwise provided herein at anytime on or after September 21, 2011, at the option of the holders of 51% of all outstanding Series J Preferred Units, for authorized but previously unissued Series J Preferred Shares at an exchange rate of one Series J Preferred Share from the General Partner for one Series J Preferred Unit, subject to adjustment as described below (the "Exchange Price"), provided that the Series J Preferred Units will become exchangeable at any time, in whole but not in part unless expressly otherwise provided herein, at the option of the holders of 51% of all outstanding Series J Preferred Units for Series J Preferred Shares (x) if at any time full distributions shall not have been timely made on any Series J Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, provided, however, that a distribution in respect of Series J Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Preferred Unit Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely made, or (y) at any time (A) the holders of 51% of the Series J Preferred Units conclude (in the reasonable judgment of such holders) that the Partnership, if it otherwise were taxable as a real estate investment trust, either (1) will not or likely will not satisfy the income tests of Section 856 of the Code for the year in which such determination is made or (2) will not or likely will not satisfy the asset tests of Section 856 of the Code as of the end of the calendar quarter in which such determination is made, which failure will not or is unlikely to be (or is subsequently not) cured as permitted under Section 856 of the Code, (B) the holders deliver to the General Partner an opinion of a nationally recognized independent counsel to the effect of the conclusion set forth in clause (A) of this sentence, (C) such failure would create a meaningful risk that a holder of the Series J Preferred Units would fail to maintain its qualification as a real estate investment trust and (D) the General Partner agrees with the conclusions referred to in clauses (A) and (B) of this sentence, such agreement not to be unreasonably withheld. Furthermore, the Series J Preferred Units, if the holders of 51% of all outstanding Series J Preferred Units so determine, may be exchanged in whole but not in part (regardless of whether held by one or more holders) for Series J Preferred Shares if (1) the holders of 51% of all outstanding Series J Preferred Units conclude based on results or projected results that there exists (in the reasonable judgment of such holder) an imminent and substantial risk that the holder's interest in the Partnership represents or will represent more than the 19.5% Limit, (2) such holders deliver to the General Partner an opinion of independent counsel to the effect that there is a substantial risk that its interest in the Partnership does not or will not satisfy the 19.5% Limit and (3) the General Partner agrees with the conclusions referred to in clauses (1) and (2) of this sentence, such agreement not to be unreasonably withheld; provided, however, that if, as a result of such conclusion, such holders' interest in the Partnership is reduced pursuant to the last sentence of Section 18.7 hereof (which procedure shall be available to such holders to the exclusion of the procedure under this sentence for so long as, on a cumulative basis, sales of 10% or fewer of the Series J Preferred Units originally issued by the Partnership would in the opinion of the above-referenced counsel reduce the risk that such holders' interest in the Partnership would not satisfy the 19.5% Limit to less than a substantial risk, and thereafter shall be a permitted alternative to the procedure pursuant to this sentence) or the risk of such holder not satisfying the 19.5% Limit otherwise is reduced below a substantial risk, then an exchange in whole under this sentence shall not be permitted unless and until a change in facts occurs and a further determination by such holders is made under this sentence.

  • Denominations, Transfer and Exchange The Securities of this series are issuable only in registered form without coupons in denominations of $2,000 and in integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the Registrar accompanied by a written request for transfer in form satisfactory to the Company and the Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Persons Deemed Owners. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

  • Registration, Transfer and Exchange of Certificates (a) The Trustee shall keep or cause to be kept at the Corporate Trust Office books (the "Certificate Register") for the registration, transfer and exchange of Certificates (the Trustee, in such capacity, being the "Certificate Registrar"). The names and addresses of all Certificateholders and the names and addresses of the transferees of any Certificates shall be registered in the Certificate Register; provided, however, in no event shall the Certificate Registrar be required to maintain in the Certificate Register the names of the individual participants holding beneficial interests in the Trust Fund through the Depository. The Person in whose name any Certificate is so registered shall be deemed and treated as the sole owner and Holder thereof for all purposes of this Agreement and the Certificate Registrar, the Master Servicer, the Trustee, any Paying Agent and any agent of any of them shall not be affected by any notice or knowledge to the contrary. An Individual Certificate is transferable or exchangeable only upon the surrender of such Certificate to the Certificate Registrar at the Corporate Trust Office together with an assignment and transfer (executed by the Holder or his duly authorized attorney), subject to the applicable requirements of this Section 5.02. Upon request of the Trustee, the Certificate Registrar shall provide the Trustee with the names, addresses and Percentage Interests of the Holders.

  • Optional Exchange (a) The terms and conditions, if any, of an Optional Exchange will be specified in the related Supplement; provided, however, that any right of Optional Exchange shall be exercisable only to the extent that the Depositor provides upon the Trustee's request an Opinion of Counsel that (i) such exchange would not be inconsistent with continued satisfaction of the applicable requirements for exemption under Rule 3a-7 (or other applicable rule or exemption) under the Investment Company Act of 1940, as amended, and all applicable rules, regulations and interpretations thereunder and (ii) such exchange would not affect the characterization of the Trust as a "grantor trust" under the Code. The terms of an Optional Exchange may include, but are not limited to, the following:

  • Transfer and Exchange of Certificates (a) A Certificate (other than Book-Entry Certificates which shall be subject to Section 3.09 hereof) may be transferred by the Holder thereof only upon presentation and surrender of such Certificate at the office of the Certificate Registrar duly endorsed or accompanied by an assignment duly executed by such Holder or his duly authorized attorney in such form as shall be satisfactory to the Certificate Registrar. Upon the transfer of any Certificate in accordance with the preceding sentence, the Trustee shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver to the transferee, one or more new Certificates of the same Class and evidencing, in the aggregate, the same aggregate Certificate Principal Amount as the Certificate being transferred. No service charge shall be made to a Certificateholder for any registration of transfer of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any registration of transfer of Certificates.

  • Mandatory Exchanges The General Partner may in its sole discretion at any time and from time to time, without the consent of any Limited Partner, require any Limited Partner other than an Employed Limited Partner to Transfer in an Exchange Transaction all Units held by such Limited Partner. Any such determinations by the General Partner need not be uniform and may be made selectively among Limited Partners, whether or not such Limited Partners are similarly situated. In addition, the General Partner may, with the consent of Partners whose Vested Percentage Interests exceed 75% of the Vested Percentage Interests of all Partners in the aggregate, require all Limited Partners to Transfer in an Exchange Transaction all Units held by them.

  • Transfer and Exchange When Securities of a Series are presented to the Registrar with a request to register the transfer thereof, the Registrar shall register the transfer as requested if the requirements of applicable law are met, and when such Securities of a Series are presented to the Registrar with a request to exchange them for an equal principal amount of other authorized denominations of Securities of the same Series, the Registrar shall make the exchange as requested. To permit transfers and exchanges, upon surrender of any Security for registration of transfer at the office or agency maintained pursuant to Section 2.4, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s request. If Securities are issued as Global Securities, the provisions of Section 2.15 shall apply. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Registrar or a co-registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or a co-registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. Any exchange or transfer shall be without charge, except that the Company may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.6 or 8.5. The Trustee shall not be required to register transfers of Securities of any Series, or to exchange Securities of any Series, for a period of 15 days before the record date for selection for redemption of such Securities. The Trustee shall not be required to exchange or register transfers of Securities of any Series called or being called for redemption in whole or in part, except the unredeemed portion of such Security being redeemed in part.

  • Transfer and Exchange of Warrants The Warrant Holder, by acceptance hereof, agrees to give written notice to the Company before transferring this Warrant or transferring any Warrant Stock issuable or issued upon the exercise hereof of such Warrant Holder’s intention to do so, describing briefly the manner of any proposed transfer of this Warrant or such Warrant Holder’s intention as to the disposition to be made of shares of Warrant Stock issuable or issued upon the exercise hereof. For any proposed transfer other than a transfer to an affiliate (as defined by Rule 405 of Regulation C under the Securities Act of 1933, as amended) of the Warrant Holder, such Warrant Holder shall also provide the Company with an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer of this Warrant or disposition of shares may be effected without registration or qualification (under any Federal or State law) of this Warrant or the shares of Warrant Stock issuable or issued upon the exercise hereof. Upon receipt by the Company of such written notice and, for transfers to non-affiliates, opinion of counsel, such Warrant Holder shall be entitled to transfer this Warrant, or to exercise this Warrant in accordance with its terms and dispose of the shares received upon such exercise or to dispose of shares of Warrant Stock received upon the previous exercise of this Warrant, all in accordance with the terms of the notice delivered by the Warrant Holder to the Company, provided that an appropriate legend respecting the aforesaid restrictions on transfer and disposition may be endorsed on this Warrant or the certificates for such shares. Notwithstanding the foregoing, upon registration of the Warrant Shares under the Securities Act, no such opinion shall be required.

  • Registration of Certificates; Transfer and Exchange of Certificates (a) The Indenture Trustee initially shall be the registrar (the “Certificate Registrar”) for the purpose of registering Certificates and Transfers of Certificates as herein provided. The Certificate Registrar shall cause to be kept, at the office or agency maintained pursuant to Section 3.8, a register (the “Certificate Register”) in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and the registration of Transfers of Certificates. Upon any resignation of any Certificate Registrar, the Owner Trustee shall, upon receipt of written instructions from the Depositor, promptly appoint a successor.

  • Mandatory Exchange The Managing Member may, with the consent of those Members (other than the Managing Member) holding not less than 75% of the Holdings Units (as such term is defined in the Exchange Agreement) (excluding any Holdings Units held by the Managing Member) require all Members holding Holdings Units to exchange all such units held by them pursuant to the Exchange Agreement.

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