Examples of BPY GP in a sentence
If such distribution is not paid or made, the Conversion Factor shall be decreased, effective as of the date the BPY GP determines not to pay or make such distribution, to be the Conversion Factor that would then be in effect if such distribution had not been declared.
If such dividend or distribution of the type described in this clause (1) is declared but not so paid or made and will not be so paid or made, the Conversion Factor shall be immediately readjusted, effective as of the date the BPY GP determines not to pay such dividend or distribution, to the Conversion Factor that would be in effect if such dividend or distribution had not been declared.
BPI agrees that subject to Section 2.1(e), unless (i) the BPY GP Board determines in good faith that it is not in the best interests of the BPY Parties or the Company or (ii) any member of the BPY GP Board is not willing, eligible or available to serve on the Company Board, the BPI Designees will be the same individuals serving on the BPY GP Board.
The Buyer and Company agree such transactions shall be consummated in reliance on exemptions from the registration and prospectus delivery requirements of such statutes which depend, among other items, on the circumstances under which such securities are acquired.
BPY GP and BPY shall be entitled to require customary evidence of beneficial ownership from any holder of Class A Stock desiring to attend any meeting of holders of BPY Units, including evidence of ownership from the broker, bank or other nominee that holds such beneficial owner’s shares of Class A Stock of record.
Notwithstanding any other provision of this Agreement, each of BPY GP and the Company will have the right to expand its respective board of directors to add additional non-overlapping Independent members if it determines, in its sole discretion, that the addition of non-overlapping Independent board members is necessary to address or otherwise resolve a conflict of interest arising from its relationship with the other entity.
BPY GP hereby agrees that it will cause BPY to permit any beneficial owner of Class A Stock to attend a meeting of holders of BPY Units, if any such meetings are held.
To the extent practicable and permitted by applicable law, the Company hereby agrees that the Company Board shall set the record date and payment date for dividends with respect to shares of Class A Stock on identical dates to the record date and payment date set by BPY GP for distributions with respect to BPY Units.
For the avoidance of doubt, nothing in this Section 2.3 shall require BPY or BPY GP to provide notice of meetings of holders of BPY Units to the holders of Class A Stock in addition to any public notice provided to holders of BPY Units, and no beneficial owner of Class A Stock, solely as a result of being the holder of Class A Stock, shall have the right to vote or participate in the meetings of holders of BPY Units except as an observer.
By: Name: Title LIMITED PARTNER: BPY II L.P., by its general partner, BPY GP Inc.