Redemption of Common Units. In the event that Nimbus or GGP LP distributes shares of Common Stock to the holders of its common units (or effectuates a pro rata redemption of its common units in exchange for shares of Common Stock) and a portion of such shares are directly or indirectly received by the Public REIT and thereby canceled, then the General Partner shall have the right, without the consent of any other Partners, to cause the Partnership to redeem Common Units from all holders on a pro rata basis in exchange for any or all shares of Common Stock that the Partnership receives in such distribution. The redemption price paid by the Partnership shall be a number of shares of Common Stock equal to the quotient of (A) the number of Common Units redeemed divided by (B) the Conversion Factor. Any such redemption shall be pro rata from all holders of Common Units based on the number of Common Units held by each holder, provided that the General Partner may make such adjustments as are necessary in order to avoid being required to transfer fractions of a share of Common Stock in connection with any such redemption.
Redemption of Common Units. MLP hereby agrees to redeem a number of Common Units held by DCP LP Holdings equal to the number of Common Units issued to the public, through the underwriters, upon exercise of the Option, if any, at a redemption price per Common Unit equal to the initial public offering price per Common Unit, net of underwriting discounts.
Redemption of Common Units. MLP hereby agrees to redeem a number of Common Units held by Holdings, the March 2006 Private Investors and the June 2006 Private Investors equal to the number of Common Units issued to the public, through the underwriters, upon exercise of the Option, if any, at a redemption price per Common Unit equal to the initial public offering price per Common Unit set forth in the Registration Statement, net of underwriting discounts and fees.
Redemption of Common Units. MLP hereby redeems 1,500,000 Common Units held by SEP GP LP in exchange for the distribution of borrowed funds equal to the Redemption Price.
Redemption of Common Units. Notwithstanding anything to the contrary herein or in the Exchange Agreement:
(i) Subject to Section 4.8, the Manager, in its sole discretion, may cause the Company to distribute to any member of the Charter Group all of the stock of any wholly owned Subsidiary of the Company in redemption of Class A Common Units held by the Charter Member, provided, that, as soon as reasonably practicable following such transfer, such member of the Charter Group shall contribute all of the assets and liabilities of such Subsidiary to the Company in consideration of the issuance of an equal number of Class A Common Units to the Charter Member. Subject to Section 4.8, New Charter shall, in addition, take such other action as is necessary to preserve the 1:1 Up-C structure between New Charter and the Company.
(ii) Subject to Section 3.2(b)(iii) and Section 4.8(a), in connection with any repurchase, redemption or other acquisition of shares of Class A Common Stock by any member of the Charter Group, the Manager shall cause the Company to make a distribution to the Charter Member in redemption of a number of Class A Common Units held by such member of the Charter Group equal to the number of shares of Class A Common Stock to be repurchased, redeemed or otherwise acquired and at the price per Class A Common Unit equal to the price that will be or is required to be paid per share of Class A Common Stock in such repurchase, redemption or other acquisition; provided, that immediately following repurchase, redemption or other acquisition, A/N’s Equity Interest shall not exceed its Cap. In such event, subject to Section 4.8, New Charter shall, in addition, take such other action as is necessary to preserve the 1:1 Up-C structure between New Charter and the Company.
(iii) To the extent A/N’s Equity Interest equals or exceeds its Cap, in connection with any repurchase of shares of Class A Common Stock by any member of the Charter Group, the Manager shall cause the Company to make a distribution to the Charter Member and a distribution to A/N, pro rata according to the number of Common Units held by the Charter Member and the number of Common Units held by A/N (including any Common Units into which Convertible Preferred Units held by A/N are convertible), respectively, in each case in redemption of a number of Common Units held by such Person (or Convertible Preferred Units convertible into a number of Common Units) such that the number of Class A Common Units so redeemed from the Char...
Redemption of Common Units. (a) On the Effective Date, provided this Agreement has not been revoked by Employee, CII shall redeem from Snella all of his Vested Common Units of CII (the “Redeemed Units”), on the term set forth in this Section 1 (the “Redemption”). After giving effect to any vesting of Snella’s Common Units as may be set forth in one or more Employee Equity Agreements under which such Common Units have been granted, Snella confirms any unvested Common Units shall be cancelled and forfeited.
(b) The purchase price for the redemption of the Redeemed Units shall be nine million fifty thousand dollars ($9,050,000.00) (the “Purchase Price”), payable in cash by wire transfer to an account designated by Snella to CII in writing, which will be paid no later than five business days following the Effective Date. Upon payment of the Purchase Price, (i) Snella will be deemed to have transferred all of his Redeemed Units to CII without any further action required on the part of Snella or CII, (ii) and Snella will cease to have any rights, whether as “Member” or otherwise, under the LLC Agreement.
(c) Snella represents and warrants to CII the following in connection with the Redemption:
x. Xxxxxx is the sole legal and beneficial owner of the Redeemed Units and no other person or entity has a direct or indirect beneficial interest in, or right to acquire, any of the Redeemed Units. Snella will transfer and deliver to CII at the closing of the Repurchase, automatically and by virtue of receipt of the Purchase Price, good and valid title to the Redeemed Units, free and clear of any lien, mortgage, pledge, encumbrance or assignment by way of security interest or otherwise. The Redeemed Units, after giving effect to the forfeiture of any unvested Common Units as of Snella’s termination of employment, comprise all of Snella’s interest in CII.
ii. Snella has the knowledge, sophistication and experience in financial and business matters such that it is capable of evaluating the merits and risks of continuing to own or sell the Redeemed Units and of protecting its own interests in connection with the ownership and sale of the Redeemed Units and the matters covered in this Agreement. In making the decision to sell the Redeemed Units to CII, Snella independently, without reliance upon CII and based on such information it deemed appropriate, made its own analysis and decision to sell the Redeemed Units to CII. In entering into this letter agreement and selling the Redeemed Units, Snella is rely...
Redemption of Common Units. Subject to the terms and conditions of this Agreement, including the deliveries set forth in Section 2.02, as of the date hereof, the Company hereby redeems from CDP, and CDP hereby sells to the Company, 34.735 Common Units for an aggregate cash purchase price of $16,353,509.57 (the “Purchase Price”).
Redemption of Common Units. MLP hereby agrees to redeem a number of Common Units held by QRI equal to the number of Common Units issued to the public, through the Underwriters, upon exercise of the Option, if any, at a redemption price per Common Unit equal to the initial public offering price per Common Unit set forth in the Registration Statement, net of underwriting discounts and fees.
Redemption of Common Units. MLP hereby redeems 41,604 Common Units from HJ Trust, 62,405 Common Units from DST Trust and 195,991 Common Units from New Continental (collectively, the “Redeemed Units”) in exchange for payments of $870,563.70, $1,305,824.63 and $4,101,111.67, respectively, which are being made in reimbursement of certain capitalized expenditures. Pursuant to such redemption, each of HJ Trust, DST Trust and New Continental hereby grants, bargains, conveys, assigns, transfers sets over and delivers to MLP their respective Redeemed Units.
Redemption of Common Units
