Transfer of Class A Preferred Membership Interest to Reckson Sample Clauses

Transfer of Class A Preferred Membership Interest to Reckson. If ------------------------------------------------------------- the Class A Preferred Member elects pursuant to Section 10.1(ii) above to transfer its Class A Preferred Membership Interest to Reckson, the Class A Preferred Member shall, as of the Conversion/Transfer Date, receive common shares of Reckson Realty under an effective registration statement of Reckson Realty and listed on the principal stock exchange on which common shares of Reckson Realty are traded at the time of the transfer. The number of common shares of Reckson Realty to be received by the Class A Preferred Member shall be determined by dividing the Conversion Value by $24.61 (adjusted, as appropriate, to reflect any stock dividends, stock combinations, stock splits or similar transactions with respect to the common shares of Reckson Realty that occur subsequent to the date of this Agreement). Notwithstanding the foregoing, Crescent may elect, in lieu of receiving common shares of Reckson Realty, to receive limited partnership units of Reckson that are exchangeable into an equivalent number of common shares of Reckson Realty, which common shares upon exchange shall be under an effective registration statement of Reckson Realty and listed on the principal stock exchange on which common shares of Reckson Realty are traded at the time of the transfer. In case of any merger, consolidation or similar transaction to which Reckson Realty is a party (other than a merger, consolidation or similar transaction in which Reckson Realty is the continuing corporation), Crescent shall have the right thereafter to receive the kind and amount of securities, cash or other property receivable upon such merger, consolidation, or similar transaction that Crescent would have received had it exercised its transfer right under this Section 10.3 immediately prior to the merger, consolidation or similar transaction. Effective upon such transfer by the Class A Preferred Member, the Class A Preferred Member shall no longer be a Member of the Company and shall have no further rights under this Agreement other than the indemnification rights set forth in this Agreement.
Sample 1
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Related to Transfer of Class A Preferred Membership Interest to Reckson

  • Certificates Representing Units; Lost, Stolen or Destroyed Certificates; Registration and Transfer of Units (a) Units shall not be certificated unless otherwise determined by the Manager. If the Manager determines that one or more Units shall be certificated, each such certificate shall be signed by or in the name of the Company, by the Chief Executive Officer and any other officer designated by the Manager, representing the number of Units held by such holder. Such certificate shall be in such form (and shall contain such legends) as the Manager may determine. Any or all of such signatures on any certificate representing one or more Units may be a facsimile, engraved or printed, to the extent permitted by applicable Law. The Manager agrees that it shall not elect to treat any Unit as a “security” within the meaning of Article 8 of the Uniform Commercial Code unless thereafter all Units then outstanding are represented by one or more certificates.

  • Certificates Describing Partnership Units At the request of a Limited Partner, the General Partner, at its option, may issue a certificate summarizing the terms of such Limited Partner's interest in the Partnership, including the number of Partnership Units owned and the Percentage Interest represented by such Partnership Units as of the date of such certificate. Any such certificate (i) shall be in form and substance as approved by the General Partner, (ii) shall not be negotiable and (iii) shall bear the following legend: This certificate is not negotiable. The Partnership Units represented by this certificate are governed by and transferable only in accordance with the provisions of the Agreement of Limited Partnership of United Dominion Realty, L.P., as amended from time to time.

  • Reservation of Class A Ordinary Shares The Company shall at all times reserve and keep available a number of its authorized but unissued Class A ordinary shares that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.

  • Transfer of Membership Interest The Sole Member may Transfer any part or all of its rights and interest (including, but not limited to, its Capital Account) in the Company (each a “Membership Interest”) now owned or hereafter acquired to any Person, and the transferee of such Membership Interest shall become a Member of the Company.

  • Registration and Transfer of Limited Partner Interests (a) The General Partner shall keep or cause to be kept on behalf of the Partnership a register in which, subject to such reasonable regulations as it may prescribe and subject to the provisions of Section 4.5(b), the Partnership will provide for the registration and transfer of Limited Partner Interests.

  • Transfer of Membership Interests (a) The Member may transfer its Membership Interest, in whole but not in part, but the transferee shall not be admitted as a Member except in accordance with Section 6.07. Until the transferee is admitted as a Member, the Member shall continue to be the sole member of the Company (subject to Section 1.02) and to be entitled to exercise any rights or powers of a Member of the Company with respect to the Membership Interest transferred.

  • Transfer of Beneficial Interests to Another Restricted Global Note A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.06(b)(2) above and the Registrar receives the following:

  • Class B Units The term “Class B Units” means the Units having the privileges, preferences, and rights specified with respect to “Class B Units” in this Agreement, including those described in Section 7.1(c)(3).

  • Transfer of Beneficial Interests to Another Restricted Global Security A beneficial interest in a Transfer Restricted Global Security may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Transfer Restricted Global Security if the transfer complies with the requirements of Section 2.2(b)(ii) above and the Registrar receives the following:

  • Transfer of Preferred Shares Subject to compliance with applicable securities laws, Treasury shall be permitted to transfer, sell, assign or otherwise dispose of (“Transfer”) all or a portion of the Preferred Shares at any time, and the Company shall take all steps as may be reasonably requested by Treasury to facilitate the Transfer of the Preferred Shares, including without limitation, as set forth in Section 4.4, provided that Treasury shall not Transfer any Preferred Shares if such transfer would require the Company to be subject to the periodic reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the Company was not already subject to such requirements. In furtherance of the foregoing, the Company shall provide reasonable cooperation to facilitate any Transfers of the Preferred Shares, including, as is reasonable under the circumstances, by furnishing such information concerning the Company and its business as a proposed transferee may reasonably request and making management of the Company reasonably available to respond to questions of a proposed transferee in accordance with customary practice, subject in all cases to the proposed transferee agreeing to a customary confidentiality agreement.

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