Class A Exchange definition

Class A Exchange means the exchange by the Company of Class A Units held by a Continuing Member (together with the corresponding number of outstanding shares of Class V Common Stock) for the Class A Exchanged Shares or, at the option of the Managing Member, the Class A Cash Amount in accordance with the provisions of Section 8.04 or the direct purchase by Pubco of Class A Units (and shares of Class V Common Stock) held by a Continuing Member in accordance with its calls rights as set forth in Section 8.04.
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Class A Exchange shall have the meaning specified in the recitals.
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Examples of Class A Exchange in a sentence

  • No Class A Exchanging Member, or a Person designated by a Class A Exchanging Member to receive shares of Class A Common Stock, shall be entitled to receive, with respect to such record date, distributions or dividends both on Class A Units redeemed by the Company from such Class A Exchanging Member and on shares of Class A Common Stock received by such Class A Exchanging Member, or other Person so designated, if applicable, in such Class A Exchange.

  • Except as may be required in the immediately preceding sentence, no adjustments in respect of distributions shall be made upon a Class A Exchange.

  • No Class A Exchange shall impair the right of the Class A Exchanging Member to receive any distributions payable on the Units redeemed pursuant to such Class A Exchange in respect of a record date that occurs prior to the Class A Exchange Date for such Class A Exchange.

  • Except as otherwise provided in this Section 8.04(f), an exercise of the call right of Pubco set forth in this Section 8.04(f) shall be consummated pursuant to the same timeframe and in the same manner as the relevant Class A Exchange would have been consummated if Pubco had not given a Pubco Call Notice, in each case as relevant.

  • No fractional Paired Share units or scrip evidencing fractions of Paired Shares shall be issued upon exercise of the Class A Exchange Right.

  • To the extent any Class A Exchange relates to the exercise of the Class A Exchanging Member’s registration rights under the Registration Rights Agreement, Pubco and the Company shall cooperate in good faith with such Class A Exchanging Member to exercise such Class A Exchange in a manner which preserves such Class A Exchanging Member’s rights thereunder.

  • Within three (3) Business Days following its receipt of a Class A Exchange Notice, the Managing Member may elect to settle all or a portion of the Class A Exchanged Units in cash in an amount equal to the Class A Cash Amount (in lieu of shares of Class A Common Stock), by giving written notice of such election to the Class A Exchanging Member within such three (3) Business Day period (such notice, the “Cash Exchange Notice”).

  • If the Exchange Election Notice relating to an exercise of the Class A Exchange Right does not give rise to a withdrawal right pursuant to paragraph (a)(iii) above, such Exchange Election Notice shall be accompanied by the delivery of the Paired Shares and/or cash required to be delivered pursuant to such Exchange Election Notice.

  • No Trust Common Dividend may be declared in respect of the Trust Shares unless the Board of Trustees concurrently declares a Class A Participation Dividend entitling each share of Class A EPS to receive an amount equal to the amount of the Trust Common Dividend declared on each Trust Share multiplied by the number of Class A Underlying Trust Shares for which each share of Class A EPS is then exchangeable upon exercise of the Class A Exchange Right as of the record date for such Trust Common Dividend.

  • For such purpose, each share of Class A EPS shall be deemed to represent a number of Trust Shares equal to the number of Class A Underlying Trust Shares for which each share of Class A EPS could be exchanged upon exercise of the Class A Exchange Right as of the record date for such distribution.

Related to Class A Exchange

  • Class A-2, Class X-1," "Class X-2," "Class B," "Class C," "Class D," "Class E," "Class F," "Class G," "Class H," "Class J," "Class K," "Class L," "Class M," "Class N," "Class O," "Class R-I," "Class R-II" and "Class R-III" respectively, on the face thereof, in substantially the form attached hereto as Exhibits.

  • Class A-2-B Notes means the Class of Auto Loan Asset Backed Notes designated as Class A-2-B Notes, issued in accordance with the Indenture.

  • Class A-2 Notes means the Class A-2a Notes and the Class A-2b Notes, collectively.

  • Class A-5 Notes means the $_________ Floating Rate Class A-5 Student Loan Asset-Backed Notes issued by the Trust pursuant to the Indenture, substantially in the form of Exhibit A thereto.

  • Class A-3 Pass-Through Rate For any Distribution Date, a per annum rate equal to 2.8600%.

  • Class A-S Pass-Through Rate For any Distribution Date, a per annum rate equal to 3.4150%.

  • Class A-3 Final Distribution Date means the July 2029 Distribution Date.

  • Class A-2-A Interest Rate means [ ]% per annum (computed on the basis of a 360-day year of twelve 30-day months).

  • Class A-4 Pass-Through Rate With respect to any Distribution Date, a per annum rate equal to 3.6250%.

  • Class A-4 Final Distribution Date means the April 2027 Distribution Date.

  • Class A-2 Note means any of the 0.36% Asset Backed Notes, Class A‑2, issued under the Indenture substantially in the form attached thereto as Exhibit A-2.

  • Class A-2 Note Interest Rate means a rate per annum equal to %.

  • Class A-2b Notes means the Class A-2b Floating Rate Asset-Backed Notes, substantially in the form of Exhibit A-2b to the Indenture.

  • Class A-2 Noteholders means the Class A-2a Noteholders and the Class A-2b Noteholders.

  • Class A-3 Note Interest Rate means a rate per annum equal to %.

  • Class A-2 Principal Distribution Amount With respect to any Distribution Date on or after the Stepdown Date and on which a Trigger Event is not in effect, the excess of (x) the sum of the Certificate Principal Balances of the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 58.00% and (ii) the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced and unscheduled collections of principal received during the related Prepayment Period) minus the product of (i) 0.50% and (ii) the aggregate principal balance of the Group II Mortgage Loans as of the Cut-off Date.

  • Class A-3 Interest Rate means 1.49% per annum (computed on the basis of a 360-day year of twelve 30-day months).

  • Class A-2 Pass-Through Rate For any Distribution Date, a per annum rate equal to 3.0008%.

  • Class A-5 Pass-Through Rate For any Distribution Date, a per annum rate equal to 3.1156%.

  • Class M-1 Interest Carry Forward Amount As of any Distribution Date, the sum of (1) the excess of (A) the Class M-1 Current Interest with respect to prior Distribution Dates over (B) the amount actually distributed to the Class M-1 Certificates with respect to interest on such prior Distribution Dates and (2) interest on such excess (to the extent permitted by applicable law) at the Class M-1 Pass-Through Rate for the related Accrual Period.

  • Class A-4 Note Interest Rate means a rate per annum equal to 2.11%.

  • Class A-2a Notes means the $359,000,000 Class A-2a 5.14% Asset Backed Notes issued by the Issuer, substantially in the form of Exhibit A to the Indenture.

  • Class A Noteholders’ Distribution Amount means, for any distribution date, the sum of the Class A Noteholders’ Interest Distribution Amount and the Class A Noteholders’ Principal Distribution Amount for that distribution date.

  • Class A-2 Note Rate means, for (i) the initial Series 2005-1 Interest Period, 2.71% per annum and (ii) any other Series 2005-1 Interest Period, the sum of 0.06% plus LIBOR for such Series 2005-1 Interest Period.

  • Class A has the meaning set forth in Section 5.1.C.

  • Class B Noteholders’ Distribution Amount means, for any distribution date, the sum of the Class B Noteholders’ Interest Distribution Amount and the Class B Noteholders’ Principal Distribution Amount for that distribution date.