Common use of Rollover Units Clause in Contracts

Rollover Units. (i) Except as otherwise agreed by the Company, upon any Management Member’s termination for Good Reason or termination by the Company without Cause, the Company and the Terminated Member shall each seriously and in good faith consider a proposal, which may be made by either party, for the Company to acquire the Rollover Units from the Terminated Member for the Termination Price but neither party shall be obligated to make or accept any offer. (ii) Any closing of the purchase by the Company of Rollover Units pursuant to this Section 7.09(c) shall take place at the principal office of the Company on the date chosen by the Company, which date shall, except as may be reasonably necessary to determine the Termination Price, in no event be more than 45 days after receipt of the acceptance; provided, that in the event the Terminated Member has not held the Termination Units for a period of 180 days after the date of grant, the closing shall occur immediately following the expiration of such 180 day period (for purposes hereof each Permitted Transferee shall be considered to have held the Termination Units to the same extent as the original transferee). At such closing, (i) the Company shall pay the Terminated Member and/or such Terminated Member’s Permitted Transferees, as applicable, against delivery of duly executed option assignment documentation or duly endorsed certificates described below representing such Termination Units, the aggregate Termination Price by wire transfer of immediately available federal funds and (ii) the Terminated Member and/or such Terminated Member’s Permitted Transferees, as applicable, shall deliver to the Company an assignment(s) of option grant or certificate(s) representing the Termination Units to be purchased by the Company duly endorsed, or with unit powers duly endorsed, for transfer with signature guaranteed, free and clear of any lien or encumbrance, with any necessary stock transfer tax stamps affixed, as applicable. The delivery of an assignment(s) or certificate(s) for the Termination Units by any Person selling such Termination Units pursuant to this Section 7.09 shall be deemed a representation and warranty by such Person that: (1) such Person has full right, title and interest in and to such Termination Units; (2) such Person has all necessary power and authority and has taken all necessary action to sell such Termination Units as contemplated; (3) such Termination Units are free and clear of any and all liens or encumbrances, and (4) there is no adverse claim with respect to such Termination Units.

Rollover Units. (i) Except as otherwise agreed by the Company, upon any Management Member’s termination for Good Reason or termination by the Company without Cause, the Company and the Terminated Member shall each seriously and in good faith consider a proposal, which may be made by either party, for the Company to acquire the Rollover Units from the Terminated Member for the Termination Price but neither party shall be obligated to make or accept any offer. (ii) Any closing of the purchase by the Company of Rollover Units pursuant to this Section 7.09(c8.09(c) shall take place at the principal office of the Company on the date chosen by the Company, which date shall, except as may be reasonably necessary to determine the Termination Price, in no event be more than 45 days after receipt of the acceptance; provided, that in the event the Terminated Member has not held the Termination Units for a period of 180 days after the date of grant, the closing shall occur immediately following the expiration of such 180 day period (for purposes hereof each Permitted Transferee shall be considered to have held the Termination Units to the same extent as the original transferee). At such closing, (i) the Company shall pay the Terminated Member and/or such Terminated Member’s Permitted Transferees, as applicable, against delivery of duly executed option assignment documentation or duly endorsed certificates described below representing such Termination Units, the aggregate Termination Price by wire transfer of immediately available federal funds and (ii) the Terminated Member and/or such Terminated Member’s Permitted Transferees, as applicable, shall deliver to the Company an assignment(s) of option grant or certificate(s) representing the Termination Units to be purchased by the Company duly endorsed, or with unit powers duly endorsed, for transfer with signature guaranteed, free and clear of any lien or encumbrance, with any necessary stock transfer tax stamps affixed, as applicable. The delivery of an assignment(s) or certificate(s) for the Termination Units by any Person selling such Termination Units pursuant to this Section 7.09 8.09 shall be deemed a representation and warranty by such Person that: (1) such Person has full right, title and interest in and to such Termination Units; (2) such Person has all necessary power and authority and has taken all necessary action to sell such Termination Units as contemplated; (3) such Termination Units are free and clear of any and all liens or encumbrances, and (4) there is no adverse claim with respect to such Termination Units.

Rollover Units. (ia) Except as otherwise agreed If the Depositor shall offer a subsequent series of the Voyageur Equity Trust (the "NEW SERIES"), the Trustee shall, at the Depositor's direction and at the Depositor's sole cost and expense, include in the notice sent to Unitholders a form of election whereby Unitholders, whose redemption distribution would be in an amount sufficient to purchase at least one Unit of the New Series, may elect to have their Units(s) redeemed in kind in the manner provided in Section 5.02, the Securities included in the redemption distribution sold, and the cash proceeds applied by the CompanyDistribution Agent to purchase Units of the New Series, upon all as hereinafter provided. The Trustee shall honor properly completed election forms returned to the Trustee, accompanied by any Management Member’s termination Certificate evidencing Units tendered for Good Reason redemption or termination a properly completed redemption request with respect to uncertificated Units, by its close of business on the Company without Cause, Rollover Notification Date. All Units so tendered by a Unitholder (a "ROLLOVER UNITHOLDER") shall be redeemed and cancelled on the Company and first day of the Terminated Member shall each seriously and in good faith consider a proposal, Special Redemption Period. Subject to payment by such Rollover Unitholder of any tax or other governmental charges which may be imposed thereon, such redemption is to be made in kind pursuant to Section 5.02 by either party, for distribution of cash and/or Securities to the Company to acquire Distribution Agent based on the net asset value as of the first day of the Special Redemption Period multiplied by the number of Units being redeemed (herein called the "ROLLOVER DISTRIBUTION"). All Securities included in a Unitholder's Rollover Units from the Terminated Member for the Termination Price but neither party Distribution shall be obligated to make or accept any offer. (ii) Any closing of the purchase sold by the Company Distribution Agent during the Special Redemption Period pursuant to the Depositor's direction, and the Distribution Agent shall employ the Depositor or one of Rollover Units its affiliates as broker in connection with such sales. All such sales shall be effected through the Depository Trust Company. For such brokerage services, the Depositor or such affiliate shall be entitled to compensation at its customary rates, PROVIDED HOWEVER, that its compensation shall not exceed the amount authorized by applicable securities laws and regulations. The Depositor or such affiliate shall direct that sales be made in accordance with the guidelines set forth in the related Prospectus. The Distribution Agent shall have no responsibility for any loss or depreciation incurred by reason of any sale made pursuant to this Section 7.09(c) shall take place Section. Upon each trade date for sales of Securities included in the Rollover Unitholder's Rollover Distribution, the Distribution Agent shall, as agent for such Rollover Unitholder, enter into a contract with the Depositor to purchase from the Depositor Units of the New Series (if any), at the principal office Depositor's public offering price for such Units on such day, and at such reduced sales charge as shall be described in the Prospectus for the Trust. Such contract shall provide for purchase of the Company maximum number of Units of the New Series whose purchase price is equal to or less than the cash proceeds held by the Distribution Agent for the Unitholder on such day (including therein the proceeds anticipated to be received in respect of Securities traded on such day net of all brokerage fees, governmental charges and any other expenses incurred in connection with such sale), to the extent Units are available for purchase from the Depositor. In the event a sale of Securities included in the Rollover Unitholder's redemption distribution shall not be consummated in accordance with its terms, the Distribution Agent shall apply the cash proceeds held for such Unitholder as of the settlement date for the purchase of Units of the New Series to purchase the maximum number of units which such cash balance will permit, and the Depositor agrees that the settlement date for Units whose purchase was not consummated as a result of insufficient funds will be extended until cash proceeds from the Rollover Distribution are available in a sufficient amount to settle such purchase. If the Unitholder's Rollover Distribution will produce insufficient cash proceeds to purchase all of the Units of the New Series contracted for, the Depositor agrees that the contract shall be rescinded with respect to the Units as to which there was a cash shortfall without any liability to the Rollover Unitholder or the Distribution Agent. Any cash balance remaining after such purchase shall be distributed within a reasonable time to the Rollover Unitholder by check mailed to the address of such Unitholder on the date chosen registration books of the Trustee. Any cash held by the CompanyDistribution Agent shall be held in a non-interest bearing account which will be of benefit to the Distribution Agent. Except as provided in Article VIII, which date shallneither the Trustee nor the Distribution Agent shall have any responsibility or liability for loss or depreciation resulting from any reinvestment made in accordance with this paragraph, except as may be reasonably necessary or for any failure to determine the Termination Price, in no event be more than 45 days after receipt of the acceptance; provided, that make such reinvestment in the event the Terminated Member has Depositor does not held make Units available for purchase. (b) Notwithstanding the Termination Units for a period of 180 days after the date of grantforegoing, the closing shall occur immediately following Depositor may, in their discretion at any time, decide not to offer Trust Series in the expiration of such 180 day period (for purposes hereof each Permitted Transferee shall be considered to have held the Termination Units to the same extent as the original transferee). At such closing, (i) the Company shall pay the Terminated Member and/or such Terminated Member’s Permitted Transferees, as applicable, against delivery of duly executed option assignment documentation or duly endorsed certificates described below representing such Termination Units, the aggregate Termination Price by wire transfer of immediately available federal funds and (ii) the Terminated Member and/or such Terminated Member’s Permitted Transferees, as applicable, shall deliver to the Company an assignment(s) of option grant or certificate(s) representing the Termination Units to be purchased by the Company duly endorsed, or with unit powers duly endorsed, for transfer with signature guaranteed, free and clear of any lien or encumbrance, with any necessary stock transfer tax stamps affixed, as applicable. The delivery of an assignment(s) or certificate(s) for the Termination Units by any Person selling such Termination Units pursuant to this Section 7.09 shall be deemed a representation and warranty by such Person that: (1) such Person has full right, title and interest in and to such Termination Units; (2) such Person has all necessary power and authority and has taken all necessary action to sell such Termination Units as contemplated; (3) such Termination Units are free and clear of any and all liens or encumbrancesfuture, and (4) there is no adverse claim with respect to such Termination Units.if so, this Section