Election of Exchange definition

Election of Exchange has the meaning set forth in Section 2.1(b) of this Agreement.

Election of Exchange means either (a) the Limited Partner Election of Exchange substantially in the form of Exhibit B-1 attached hereto or (b) the AdCo Professionals Partner Election of Exchange substantially in the form of Exhibit B-2 attached hereto, as applicable.

Election of Exchange has the meaning set forth in Section 2.1(b).

Examples of Election of Exchange in a sentence

• To the extent this Election of Exchange is withdrawn pursuant to the Holdings LPA, it shall, if applicable, be automatically deemed withdrawn to the same extent pursuant to the VoteCo Professionals LPA.

• Such Election of Exchange shall be irrevocable, except to the extent validly withdrawn in accordance with this Agreement, if applicable.

• A Qualifying Party shall exercise its right to Exchange Exchangeable Units as set forth in Section 14.1(a) by delivering to the Special Limited Partner and to the Partnership a written Election of Exchange, duly executed by such Holder or such Xxxxxx’s duly authorized attorney in respect of the Exchangeable Units to be exchanged.

• This Election of Exchange shall be irrevocable, except to the extent validly withdrawn in accordance with the Holdings LPA, if applicable.

• In order to be effective, such Election of Exchange must be received by the Partnership and the Special Limited Partner at least sixty (60) days prior to the anticipated Quarterly Exchange Date.

More Definitions of Election of Exchange

Election of Exchange has the meaning set forth in the Exchange Agreement.

Election of Exchange has the meaning set forth in Section 2.1(b) of this Agreement. “Exchange” has the meaning set forth in Section 2.1(a) of this Agreement. “Exchange Date” has the meaning set forth in Section 2.1(b) of this Agreement.

Election of Exchange means a written election of Exchange in respect of the shares of BPG Subsidiary Common Stock to be Exchanged substantially in the form of Exhibit A hereto.

Election of Exchange has the meaning set forth in Section 7.05(b) hereof.

Election of Exchange means either (a) the Election of Exchange substantially in the form of Exhibit B attached hereto or (b) a Professionals Notice of Redemption.

Election of Exchange has the meaning set forth in Section 2.1(b) of this Agreement. “Exchange” has the meaning set forth in Section 2.1(a) of this Agreement. “Exchange Date” has the meaning set forth in Section 2.1(b) of this Agreement. “Exchange Rate” means the number of shares of Class A Common Stock for which a Class B Unit is entitled to be Exchanged, or the number of shares of Class C Common Stock for which a Class D Unit is entitled to be Exchanged. As of the Effective Time, the Exchange Rate shall be 1.0, subject to adjustment pursuant to Section 2.2 of this Agreement. “External Asset Value” means the net present value of the projected discounted cash flow of Clearway Finance, applying the Uniform Standards of Professional Appraisal Practice and using a discount rate equal to the weighted average cost of capital for Clearway Finance. “First Amended Exchange Agreement” has the meaning set forth in the recitals of this Agreement. “Original Exchange Agreement” has the meaning set forth in the recitals of this Agreement. “Permitted Transferee” has the meaning set forth in Section 5.1 of this Agreement. “Person” means any individual, partnership, corporation, limited liability company, trust or other entity, including any governmental entity. “Requisite Holders” means, as of the applicable determination date, each Clearway LLC Unitholder, if any, who, together with its Affiliates and Permitted Transferees, beneficially owns at least a majority of the then outstanding Clearway LLC Units (excluding any Clearway LLC Units held by the Corporation or any of its subsidiaries). “Takeover Laws” has the meaning set forth in Section 4.1 of this Agreement. “Trading Day” means a day on which the principal national securities exchange on which shares of the Class A Common Stock and Class C Common Stock are listed or admitted to trading is open for the transaction of business. ARTICLE II