Redemption and Exchange Rights Sample Clauses

Redemption and Exchange Rights a. Subject to the provisions set forth in this Article III(C), each holder of Class B Non-Voting Common Shares (other than Acreage, if applicable) shall be entitled to (the “Redemption Right”) cause the Corporation to redeem its Class B Non-Voting Common Shares at any time, unless such holder of Class B Non-Voting Common Shares has entered into a contractual lock-up agreement in connection with the Arrangement Agreement or otherwise and relating to the shares of Pubco that may be applicable to such holder of Class B Non-Voting Common Shares, and then beginning on the date such lock-up agreement has been waived or terminated as it applies to such holder of Class B Non-Voting Common Shares (a “Redemption”). A holder of Class B Non-Voting Common Shares desiring to exercise its Redemption Right (the “Redeeming Holder”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Corporation with a copy to Acreage and Pubco. The Redemption Notice shall specify (i) the number of Class B Non-Voting Common Shares (the “Redeemed Shares”), that the Redeeming Holder intends to have the Corporation redeem; provided that the proportion of Redeemed Shares subject to a Redemption by a Redeeming Holder must be 70% Class B Non-Voting Fixed Common Shares and Class B Non-Voting Floating Common Shares; and (ii) a date (unless and to the extent that the Corporation in its sole discretion agrees in writing to waive such time periods) at least three Business Days in the future on which exercise of the Redemption Right shall be completed (the “Redemption Date”); provided that the Corporation, Acreage, Pubco and the Redeeming Holder may change the number of Redeemed Shares and/or the Redemption Date specified in such Redemption Notice to another number and/or date by mutual agreement signed in writing by each of them. Unless the Redeeming Holder has revoked or delayed a Redemption as provided in Article III(C)3.c, on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date) (A) the Redeeming Holder shall transfer and surrender the Redeemed Shares to the Corporation, free and clear of all liens and encumbrances, and (B) the Corporation, either itself or through its appointed transfer agent, shall transfer to the Redeeming Holder the consideration to which the Redeeming Holder is entitled under Article III(C)3.b, provided that, if such Class B Non-Voting Common Shares are certificated, the Corporation, either itsel...
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Redemption and Exchange Rights. Section 10.01. Redemption Right of a Member 39 Section 10.02. Election and Contribution of Pubco 42 Section 10.03. Exchange Right of Pubco 42 Section 10.04. Tender Offers and Other Events with Respect to Pubco 43 Section 10.05. Reservation of Shares of Class A Common Stock; Certificate of Pubco 44 Section 10.06. Effect of Exercise of Redemption or Exchange Right 44 Section 10.07. Tax Treatment 44 ARTICLE 11 Limitation on Liability, Exculpation and Indemnification Section 11.01. Limitation on Liability 45 Section 11.02. Exculpation and Indemnification 45 ARTICLE 12 Dissolution and Termination Section 12.01. Dissolution 48 Section 12.02. Winding Up of the Company 48 Section 12.03. Termination 49 Section 12.04. Survival 49 ARTICLE 13 Miscellaneous Section 13.01. Expenses 49 Section 13.02. Further Assurances 50 Section 13.03. Notices 50 Section 13.04. Binding Effect; Benefit; Assignment 51 Section 13.05. Jurisdiction 51 Section 13.06. WAIVER OF JURY TRIAL 52 Section 13.07. Counterparts 52 Section 13.08. Entire Agreement 52 Section 13.09. Severability 53 Section 13.10. Amendment 53 Section 13.11. Confidentiality 54 Section 13.12. Governing Law 55 ARTICLE 14 Arbitration Section 14.01. Title 55 ARTICLE 15
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Redemption and Exchange Rights. Section 11.01 Redemption Right of a Member.
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Redemption and Exchange Rights. 38 Section 11.01 Redemption Right of a Member and LLC Optionee 38 Section 11.02 Election and Contribution of the Corporation 41 Section 11.03 Exchange Right of the Corporation 41 Section 11.04 Reservation of shares of Class A Common Stock; Listing; Certificate of the Corporation 42 Section 11.05 Effect of Exercise of Redemption or Exchange Right 42 Section 11.06 Tax Treatment 42 Article XII. ADMISSION OF MEMBERS 42 Section 12.01 Substituted Members 42 Section 12.02 Additional Members 43 Article XIII.
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Redemption and Exchange Rights 
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Related to Redemption and Exchange Rights

  • Transfer and Exchange of Notes Upon surrender of any Note to the Company at the address and to the attention of the designated officer (all as specified in Section 18(iii)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten (10) Business Days thereafter, the Company shall execute and deliver, at the Company’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Schedule 1. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $500,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $500,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in Section 6.3, provided that such holder may (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such holder of any Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA. The Notes have not been registered under the Securities Act or under the securities laws of any state and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is available.

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