Redemption by the Partnership i. On or after September 19, 2023, if and when AH4R exercises its option to redeem Series H Preferred Shares as provided in paragraph 6(a)(i) of the Articles Supplementary, the Partnership may redeem some or all of the Series H Preferred Units, for cash, at a redemption price equal to the Liquidation Preference to, but excluding, the date fixed for redemption (such date, the “Redemption Date”) (such right, the “Regular Redemption Right”).
ii. Unless full cumulative distributions on all Series H Preferred Units shall have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for payment for all past distribution periods, the Partnership shall not purchase or otherwise acquire directly or indirectly for any consideration, nor shall any monies be paid to or be made available for a sinking fund for the redemption of, any Series H Preferred Units (except by conversion into or exchange for, or options, warrants or rights to purchase or subscribe for Class A Units, Class B Units, LTIP Units or Junior Preferred Units of the Partnership); provided, however, that the foregoing shall not prevent the redemption or purchase of Series H Preferred Units by the Partnership in order to ensure that the General Partner remains qualified as a REIT for federal income tax purposes, or the purchase or acquisition of Series H Preferred Units pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding Series H Preferred Units.
iii. Immediately prior to any redemption of Series H Preferred Units, the Partnership shall pay, in cash, any accrued and unpaid distributions on the Series H Preferred Units to, but excluding, the Redemption Date, unless a Redemption Date falls after a Distribution Record Date and prior to the corresponding Preferred Unit Distribution Payment Date, in which case each holder of Series H Preferred Units at the close of business on such Distribution Record Date shall be entitled to the distribution payable on such units on the corresponding Preferred Unit Distribution Payment Date (including any accrued and unpaid distributions for prior distribution periods) notwithstanding the redemption of such units before such Preferred Unit Distribution Payment Date. Except as provided above, the Partnership will make no payment or allowance for unpaid distributions, whether or not in arrears, on Series H Preferred Units for which a notice of redemption has been given.
iv. Noti...
Redemption by the Partnership. 7.4.1 Subject to any applicable Laws and the due exercise of the Call Right pursuant to Section 7.5, the Partnership will have the right, on the Effective Date, to redeem all, but not less than all, of the then outstanding Public Units for an amount per unit equal to the Cash Consideration.
7.4.2 If the Partnership exercises its right to redeem Public Units under this Section 7.4, and, subject to the exercise of the Call Right, the Partnership will cause to be delivered to the Public Unitholders the Cash Consideration for each Public Unit so redeemed upon presentation and surrender at the registered office of the Partnership or at any office of the Depositary as may be specified by the Partnership in the Circular of the certificates (if any) representing such Public Units, together with a letter of transmittal in respect of such certificates and such additional documents and instruments as the Depositary may reasonably require. Payment of the aggregate Cash Consideration payable to a Public Unitholder will be made by delivery to such Public Unitholder, at the address of such Public Unitholder recorded in the register of the Partnership or by holding for pick-up by the Public Unitholder at the registered office of the Partnership or at any office of the Depositary as may be specified by the Partnership in the Circular. Provided that such aggregate Cash Consideration has been so deposited on or before the Effective Date in accordance with the Arrangement Agreement and the Plan of Arrangement, the Public Units will be redeemed and the rights of the Public Unitholders thereof on and after the Effective Date will be limited to receiving their proportionate part of the aggregate Cash Consideration for such Public Units so deposited, against presentation and surrender of the said certificates held by them in accordance with the foregoing provisions and the Public Unitholders will not be entitled to exercise any of the rights of Public Unitholders in respect thereof, other than the right to receive the Cash Consideration for each Public Unit redeemed.
7.4.3 If the aggregate cash amount which a Public Unitholder is entitled to receive pursuant to this Section 7.4 would otherwise include a fraction of $0.01, then the aggregate cash amount to which such Public Unitholder shall be entitled to receive shall be rounded up to the nearest whole $0.01.
Redemption by the Partnership. Class A Preferred Units shall be automatically redeemed, for no consideration, in the following circumstances:
Redemption by the Partnership. (a) In the event Federal Realty properly exercises its right to redeem any Series C Preferred Shares in accordance with the Articles Supplementary with respect thereto, the Partnership shall redeem an equal number of Series C Preferred Units from Federal Realty. In addition, in the event of the liquidation, dissolution or winding up of Federal Realty prior to the occurrence of a Liquidating Event pursuant to Section 13.1 of the Agreement, Federal Realty shall have the right to redeem, on any payment date established by Federal Realty for liquidating distributions to the holders of the Series C Preferred Shares, Series C Preferred Units. Upon any such redemption, the Partnership shall pay cash to Federal Realty in an amount equal to the Redemption Price.
(b) Each date fixed for redemption pursuant to Paragraph 5(a) is called a “Redemption Date.” If the Redemption Date is after the Record Date and before the related Distribution Payment Date, the distribution payable on such Distribution Payment Date shall be paid to the holder in whose name the Series C Preferred Units to be redeemed is registered at the close of business on such Record Date notwithstanding the redemption thereof between such Record Date and the related Distribution Payment Date or the Partnership’s default in the payment of the distribution due, and the Redemption Price shall not include the amount of such distribution payable on such Distribution Payment Date.
(c) All Series C Preferred Units redeemed pursuant to this Paragraph 5 shall no longer be outstanding, and all rights of the holders of such Series C Preferred Units shall terminate.
Redemption by the Partnership. At any time on or after the fifth anniversary of the Closing Date, at the option of the Limited Partners that hold a majority of the outstanding Series B Units, the Partnership shall have the right to redeem all outstanding Series A Units in exchange for an aggregate amount in cash equal to the BGC Investment Amount, adjusted as of immediately prior to such redemption. Such aggregate amount will be paid to the Limited Partners that are holders of the Series A Units being redeemed, pro rata in accordance with their respective number of Series A Units. To effect such a redemption, the Partnership shall provide a written notice to BGC Partners that the Partnership intends to effect the redemption at least five (5) days prior to such redemption.
Redemption by the Partnership. (a) The Partnership shall have the right to redeem all (but not less than all) of the outstanding Xxxxxxx Preferred Units (the "PARTNERSHIP REDEMPTION RIGHT") at any time on or after the Partnership Redemption Date at the Preferred Redemption Price by providing written notice to the Xxxxxxx Limited Partners (the "PARTNERSHIP REDEMPTION NOTICE"). Such Partnership Redemption Notice shall be delivered at least 30 days but not more than 150 days prior to the designated date of redemption and include (i) such date of redemption and (ii) the Redemption Price of all of the outstanding Xxxxxxx Preferred Units.
(b) On the designated date of redemption, the Partnership shall (i) redeem all of the outstanding Xxxxxxx Preferred Units and (ii) pay to the Holders of Xxxxxxx Preferred Units the Preferred Redemption Price, in immediately available funds. Upon receipt of such funds, the Xxxxxxx Limited Partners shall cease to be Partners of the Partnership. Notwithstanding the foregoing, at the election of the General Partner, the General Partner or any of its Affiliates shall have the right, in lieu of the redemption by the Partnership of such Xxxxxxx Preferred Units, to purchase all such Xxxxxxx Preferred Units on the designated date of redemption at the same price, payable in immediately available funds.
Redemption by the Partnership. Subject to any applicable Laws and the due exercise of the Call Right pursuant to Section 7.5, the Partnership will have the right, on the Effective Date, to redeem all, but not less than all, of the then outstanding Public Units for an amount per unit equal to the Cash Consideration.
Redemption by the Partnership. In connection with redemption by the Trust of any of its Series J Preferred Shares in accordance with the provisions of the Articles Supplementary, the Partnership shall provide cash to the Trust for such purpose which shall be equal to the redemption price (as set forth in the Articles Supplementary) and one Series J Preferred Unit shall be canceled with respect to each Series J Preferred Share so redeemed by the Trust (unless another Conversion Factor is specified under the Partnership Agreement). From and after the Series J Preferred Share redemption date, the Series J Preferred Units so canceled shall no longer be outstanding and all rights hereunder, to distributions or otherwise, with respect to such Series J Preferred Units shall cease.
Redemption by the Partnership. (a) Subject to applicable Law and the due exercise by BPY of a Redemption Call Right, the Partnership will have the right, commencing on the Redemption Date, to redeem all of the then outstanding Exchangeable LP Units for an amount per unit equal to the Exchangeable LP Unit Price on the last Business Day prior to such Redemption Date (the “Redemption Price”), which will be satisfied in full by the Partnership causing to be delivered the Exchangeable LP Unit Consideration representing the Redemption Price.
(b) If the Partnership exercises its right to redeem any Exchangeable LP Units under this Section 7.1, the Partnership will, at least 30 days before the Redemption Date (other than in the case of a Redemption Date established in connection with a BPY Liquidity Transaction) send or cause to be sent to each holder of Exchangeable LP Units a notice in writing of the redemption by the Partnership or the purchase by BPY under its Redemption Call Right, as the case may be, of the Exchangeable LP Units held by such holder (other than BPY and its Subsidiaries in the case of a purchase by BPY). In the case of a Redemption Date established in connection with a BPY Liquidity Transaction the written notice of redemption by the Partnership or the purchase by BPY under the Redemption Call Right will be sent on or before the Redemption Date, on as many days prior written notice as may be determined by the Board of Directors to be reasonably practicable in the circumstances. In any such case, such notice will set out the formula for determining the Redemption Price or the Redemption Call Purchase Price, as the case may be, such Redemption Date and, if applicable, particulars of the Redemption Call Right. In the case of any notice given in connection with a possible Redemption Date, such notice will be given contingently and will be withdrawn if the contingency does not occur.
(c) If the Partnership exercises its right to redeem any Exchangeable LP Units under this Section 7.1, on or after the Redemption Date and subject to the exercise by BPY of a Redemption Call Right, the Partnership will cause to be delivered to the holders of the Exchangeable LP Units to be redeemed the Redemption Price (in the form of Exchangeable LP Unit Consideration) for each such Exchangeable LP Unit upon presentation and surrender at the registered office of the Partnership or at any office of the Transfer Agent as may be specified by the Partnership in such notice of the certificates represent...
Redemption by the Partnership
