Common use of Repurchases of Shares Clause in Contracts

Repurchases of Shares. If the Managing Member Entity exercises its rights under its organizational documents to purchase Shares or otherwise elects or is required to purchase from its shareholders Shares in connection with a share repurchase or similar program or otherwise, or for the purpose of delivering such Shares to satisfy an obligation under any dividend reinvestment or equity purchase program adopted by the Managing Member Entity, any employee equity purchase plan adopted by the Managing Member Entity or any similar obligation or arrangement undertaken by the Managing Member Entity in the future, the purchase price paid by the Managing Member Entity for those Shares and any other expenses incurred by the Managing Member Entity in connection with such purchase shall be considered expenses of the Company and shall be reimbursable to the Managing Member Entity, subject to the conditions that: (i) if those Shares subsequently are to be sold by the Managing Member Entity, the Managing Member Entity shall pay to the Company any proceeds received by the Managing Member Entity for those Shares (provided, however, that a transfer of Shares for Membership Units pursuant to Section 8.6 would not be considered a sale for such purposes); and (ii) if such Shares are required to be cancelled pursuant to applicable law or are not retransferred by the Managing Member Entity within thirty (30) days after the purchase thereof, the Managing Member shall cause the Company to cancel a number of Membership Units (rounded to the nearest whole Membership Unit) held by the Managing Member equal to the product attained by multiplying the number of those Shares by a fraction, the numerator of which is one and the denominator of which is the Conversion Factor.

Appears in 2 contracts

Samples: Operating Agreement (Broadstone Net Lease, Inc.), Operating Agreement (Broadstone Net Lease, Inc.)

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Repurchases of Shares. If the Managing Member General Partner Entity exercises its rights under its organizational documents to purchase Shares or otherwise elects or is required to purchase from its shareholders Shares in connection with a share repurchase or similar program or otherwise, or for the purpose of delivering such Shares to satisfy an obligation under any dividend reinvestment or equity purchase program adopted by the Managing Member General Partner Entity, any employee equity purchase plan adopted by the Managing Member General Partner Entity or any similar obligation or arrangement undertaken by the Managing Member General Partner Entity in the future, the purchase price paid by the Managing Member General Partner Entity for those Shares and any other expenses incurred by the Managing Member General Partner Entity in connection with such purchase shall be considered expenses of the Company Partnership and shall be reimbursable to the Managing Member General Partner Entity, subject to the conditions that: (i) if those Shares subsequently are to be sold by the Managing Member General Partner Entity, the Managing Member General Partner Entity shall pay to the Company Partnership any proceeds received by the Managing Member General Partner Entity for those Shares (provided, however, that a transfer of Shares for Membership Partnership Units pursuant to Section 8.6 would not be considered a sale for such purposes); and (ii) if such Shares are required to be cancelled pursuant to applicable law or are not retransferred by the Managing Member General Partner Entity within thirty (30) days after the purchase thereof, the Managing Member General Partner shall cause the Company Partnership to cancel a number of Membership Partnership Units (rounded to the nearest whole Membership Partnership Unit) held by the Managing Member General Partner equal to the product attained by multiplying the number of those Shares by a fraction, the numerator of which is one and the denominator of which is the Conversion Factor.

Appears in 2 contracts

Samples: Agreement (Four Corners Property Trust, Inc.), Agreement and Plan of Merger (New York REIT, Inc.)

Repurchases of Shares. If the Managing Member Entity General Partner exercises its rights under its organizational documents to purchase Shares or otherwise elects or is required to purchase from its shareholders Shares in connection with a share repurchase or similar program or otherwise, or for the purpose of delivering such Shares to satisfy an obligation under any dividend reinvestment or equity purchase program adopted by the Managing Member EntityGeneral Partner, any employee equity purchase plan adopted by the Managing Member Entity General Partner or any similar obligation or arrangement undertaken by the Managing Member Entity General Partner in the future, the purchase price paid by the Managing Member Entity General Partner for those Shares and any other expenses incurred by the Managing Member Entity General Partner in connection with such purchase shall be considered expenses of the Company Partnership and shall be reimbursable to the Managing Member EntityGeneral Partner, subject to the conditions that: (i) if those Shares subsequently are to be sold by the Managing Member EntityGeneral Partner, the Managing Member Entity General Partner shall pay to the Company Partnership any proceeds received by the Managing Member Entity General Partner for those Shares (provided, however, that a transfer of Shares for Membership Partnership Units pursuant to Section 8.6 would not be considered a sale for such purposes); and (ii) if such Shares are required to be cancelled pursuant to applicable law or are not retransferred by the Managing Member Entity General Partner within thirty (30) days after the purchase thereof, the Managing Member General Partner shall cause the Company Partnership to cancel a number of Membership Partnership Units (rounded to the nearest whole Membership Partnership Unit) held by the Managing Member General Partner equal to the product attained by multiplying the number of those Shares by a fraction, the numerator of which is one and the denominator of which is the Conversion Factor.

Appears in 2 contracts

Samples: FrontView REIT, Inc., FrontView REIT, Inc.

Repurchases of Shares. If the Managing Member General Partner Entity exercises its rights under its organizational documents to purchase Shares or otherwise elects or is required to purchase from its shareholders Shares in connection with a share repurchase or similar program or otherwise, or for the purpose of delivering such Shares to satisfy an obligation under any dividend reinvestment or equity purchase program adopted by the Managing Member General Partner Entity, any employee equity purchase plan adopted by the Managing Member General Partner Entity or any similar obligation or arrangement undertaken by the Managing Member General Partner Entity in the future, the purchase price paid by the Managing Member General Partner Entity for those Shares and any other expenses incurred by the Managing Member General Partner Entity in connection with such purchase shall be considered expenses of the Company Partnership and shall be reimbursable to the Managing Member Table of Contents General Partner Entity, subject to the conditions that: (i) if those Shares subsequently are to be sold by the Managing Member General Partner Entity, the Managing Member General Partner Entity shall pay to the Company Partnership any proceeds received by the Managing Member General Partner Entity for those Shares (provided, however, that a transfer of Shares for Membership Partnership Units pursuant to Section 8.6 would not be considered a sale for such purposes); and (ii) if such Shares are required to be cancelled pursuant to applicable law or are not retransferred by the Managing Member General Partner Entity within thirty (30) days after the purchase thereof, the Managing Member General Partner shall cause the Company Partnership to cancel a number of Membership Partnership Units (rounded to the nearest whole Membership Partnership Unit) held by the Managing Member General Partner equal to the product attained by multiplying the number of those Shares by a fraction, the numerator of which is one and the denominator of which is the Conversion Factor.

Appears in 1 contract

Samples: Stockholders Agreement (Parkway Properties Inc)

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Repurchases of Shares. If the Managing Member General Partner Entity exercises its rights under its organizational documents to purchase Shares or otherwise elects or is required to purchase from its shareholders Shares in connection with a share repurchase or similar program or otherwise, or for the purpose of delivering such Shares to satisfy an obligation under any dividend reinvestment or equity purchase program adopted by the Managing Member General Partner Entity, any employee equity purchase plan adopted by the Managing Member General Partner Entity or any similar obligation or arrangement undertaken by the Managing Member General Partner Entity in the future, the purchase price paid by the Managing Member General Partner Entity for those Shares and any other expenses incurred by the Managing Member General Partner Entity in connection with such purchase shall be considered expenses of the Company Partnership and shall be reimbursable to the Managing Member General Partner Entity, subject to the conditions that: (i) if those Shares subsequently are to be sold by the Managing Member General Partner Entity, the Managing Member General Partner Entity shall pay to the Company Partnership any proceeds received by the Managing Member General Partner Entity for those Shares (provided, however, that a transfer of Shares for Membership Partnership Units pursuant to Section 8.6 would not be considered a sale for such purposes); and (ii) if such Shares are required to be cancelled pursuant to applicable law or are not retransferred by the Managing Member General Partner Entity within thirty (30) days after the purchase thereof, the Managing Member General Partner shall cause the Company Partnership to cancel a number of Membership Partnership Units (rounded to the nearest whole Membership Partnership Unit) held by the Managing Member General Partner Entity equal to the product attained by multiplying the number of those Shares by a fraction, the numerator of which is one and the denominator of which is the Conversion Factor.

Appears in 1 contract

Samples: Cousins Properties Inc

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