Exchange Election Notice definition

Exchange Election Notice has the meaning set forth in Section 11.03(b).

Exchange Election Notice means a written notice from a Continuing Investor to a Continuing Investors Partnership, substantially in the form attached hereto as Schedule 1;

Exchange Election Notice has such meaning as set forth in Section 2.11(b).

Examples of Exchange Election Notice in a sentence

• Except as otherwise provided by this Section 11.03, a Direct Exchange shall be consummated pursuant to the same timeframe and in the same manner as the relevant Redemption would have been consummated if the Corporation had not delivered an Exchange Election Notice.

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• An Exchange Election Notice may be revoked by the Corporation at any time; provided that any such revocation does not prejudice the ability of the parties to consummate a Redemption or Direct Exchange on the Redemption Date.

• The Stockholders, Holdings and Company hereby (i) agree that this Agreement shall constitute the Redemption Notice, the Contribution Notice and the Exchange Election Notice for a Share Settlement pursuant to the Holdings LLC Agreement and (ii) irrevocably waive any notice periods required or permitted by the Holdings LLC Agreement in connection with the Specified Exchange and any obligation to deliver any other notices or elections thereunder.

• The LLC Optionholders, Holdings and Company hereby (i) agree that this Agreement shall constitute the Redemption Notice, the Contribution Notice and the Exchange Election Notice for a Share Settlement pursuant to the Holdings LLC Agreement and (ii) irrevocably waive any notice periods required or permitted by the Holdings LLC Agreement in connection with the Specified Exchange and any obligation to deliver any other notices or elections thereunder.

More Definitions of Exchange Election Notice

Exchange Election Notice has the meaning given such term in Section 16.3(b).

Exchange Election Notice has the meaning set forth in Section 11.03(b). “Executives” has the meaning set forth in the recitals to this Agreement.

Exchange Election Notice shall have the meaning set forth in Section 5.1(a).

Exchange Election Notice. Section 10.03(a) “Expenses” Section 11.02(e) “Final Tax Distribution Amount” Section 5.03(e)(ii) “GAAP” Section 3.04(b) “Indemnification Sources” Section 11.02(e) “Indemnitee-Related Entities” Section 11.02(e)(i) “Initiating Party” Section 14.01

Exchange Election Notice. ‎10.03(b) “Expenses” ‎11.02(e) “GAAP” ‎3.03(b) “Indemnification Sources” ‎11.02(e) “Indemnitee-Related Entities” ‎11.02(e)(i) “Initial LLC Agreement” Recitals “IPO” Recitals “Jointly Indemnifiable Claims” ‎11.02(e)(ii) “Member Parties” ‎13.11 “Member Schedule” ‎3.01(b) “Officers” ‎7.05(a) “Pubco” Preamble 11

Exchange Election Notice has the meaning set forth in Section 11.3. “Excluded Instruments” has the meaning set forth in Section 4.9. “Final Tax Statements” has the meaning set forth in Section 8.4.2.3. “Fiscal Year” means (i) any twelve (12) month period commencing on January 1 and ending on December 31 or (ii) any portion of the period described in clause (i) of this sentence for which the Company is required to allocate Profits, Losses and other items of Company income, gain, loss or deduction pursuant to Article 4, subject to, in either case for tax matters, Section 706 of the Code. “GAAP” means U.S. generally accepted accounting principles, in effect as of the date of determination thereof.

Exchange Election Notice has the meaning set forth in Section 11.03(b). “Fair Market Value” means, with respect to any asset, its fair market value determined according to Article XV. “Fiscal Period” means any interim accounting period within a Taxable Year established by the Company and which is permitted or required by Section 706 of the Code. “Fiscal Year” means the Company’s annual accounting period established pursuant to Section 8.02. “Formation Date” has the meaning set forth in the recitals to this Agreement. “Governmental Entity” means (a) the United States of America, (b) any other sovereign nation, (c) any xxxxx, xxxxxxxx, xxxxxxxx, xxxxxxxxx or other political subdivision of (a) or (b) of this definition, including any county, municipal or other local subdivision of the foregoing, or (d) any entity exercising executive, legislative, judicial, regulatory or administrative functions of government on behalf of (a), (b) or (c) of this definition. “Gross Asset Value” means, with respect to any asset of the Company, such asset’s adjusted basis for federal income tax purposes except as follows: (a) the initial Gross Asset Value of (i) the assets contributed by each Member to the Company prior to the date hereof is the gross fair market value (as defined in Treasury Regulation section 1.704-1(b)(2)(iv)(h)) of such contributed assets as indicated in the books and records of the Company as of the date hereof; and (ii) any asset hereafter contributed by a Member, other than money, is the gross fair market value (as defined in Treasury Regulation section 1.704-1(b)(2)(iv)(h)) thereof as agreed to by the Manager and the contributing party; (b) if the Manager reasonably determines that an adjustment is necessary or appropriate to reflect the relative economic interests of the Members, the Gross Asset Values of the Company assets shall be adjusted to equal their respective gross fair market values, as reasonably determined by the Manager, as of the following times: