Examples of EQY Common Stock in a sentence
The LIH Tag Rights shall not apply to any shares of EQY Common Stock pledged by any member of the Gazit Group as security for a bona fide loan from a Qualified Lender (any such currently or future pledged shares, the “Pledged Shares”) that are foreclosed upon or sold by the Qualified Lender.
For the avoidance of doubt, Parent and LIH hereby agree and acknowledge that upon any transfer of the Class A Common Stock (even if transferred in accordance with this Agreement), the Class A Common Stock shall automatically convert as provided in the Articles Supplementary into shares of EQY Common Stock.
Prior to the earlier of (x) the end of the Offer Period or (y) the acceptance or rejection by LIH of the Gazit Offer, the Gazit Group shall not complete any sale of shares of EQY Common Stock to the Proposed Gazit Transferee.
Except for LIH’s obligation to vote for a Director Nominee in accordance with the LIH Voting Obligation hereunder and subject to Section 2.8, LIH may vote shares of EQY Common Stock and Class A Common Stock Beneficially Owned by Liberty Group at any meeting of the stockholders of Equity One (or with respect to any action of such stockholders by written consent) in any manner it deems appropriate, in its sole and absolute discretion.
Such written notice from LIH shall, when taken in conjunction with the Gazit Offer, be deemed to constitute a valid, legally binding and enforceable agreement for the sale and purchase of such shares of EQY Common Stock on the terms and conditions contained in the Gazit Offer.
For the avoidance of doubt, where Liberty Group’s respective aggregate relative Beneficial Ownership of Equity One is less vis-à-vis Xxxxx-Xxxx, Liberty Group will be entitled to include in such Gazit Sale up to the maximum number of shares of EQY Common Stock that Xxxxx-Xxxx would be entitled to include in such sale assuming Xxxxx-Xxxx was participating at the maximum level.
For the avoidance of doubt, each threshold in subsection (ii) and (iii) is a “low water xxxx,” such that at such time as any threshold described in (ii) or (iii) is met, resulting in a termination of any of the various rights and obligations of the parties, the later acquisition of additional EQY Common Stock (whether through open market purchases or otherwise) will not reinstate such rights or obligations.
The Gazit Offer will be held open for not less than ten (10) Business Days (the “Offer Period”), during which LIH may accept, in whole or in part, by delivering written notice to Gazit Globe stating the number of shares of EQY Common Stock to be sold by Liberty Group.
Pursuant to Section 2.7 of the Equityholders Agreement, the Gazit Group has agreed to vote (the “Gazit Voting Obligation”) all shares of its EQY Common Stock in favor of the election of the LIH nominee approved by the Equity One Board if such LIH nominee is qualified, in the Gazit Group’s reasonable judgment, to serve as a director of Equity One (such qualification being deemed to be present in certain circumstances pursuant to the Equityholders Agreement).
The signatories hereto represent and warrant that they (i) have read, know and understand completely the contents hereof, and (ii) have full authority and are legally entitled to bind the Party on whose behalf they are executing this Agreement.