Exercising Partners definition

Exercising Partners shall have the meaning set forth in Paragraph 2 hereof.
Exercising Partners shall have the meaning set forth in Section 10.3(b) hereof.
Exercising Partners shall have the meaning set forth in Section ------------------- 10.3(b) hereof.

Examples of Exercising Partners in a sentence

  • Each Exercising Partner shall provide to the General Partner such information as the General Partner may request regarding such Exercising Partner's actual and constructive ownership of Common Stock (and of individuals, and entities related to such Exercising Partner) in order for the General Partner to determine, in its sole discretion, whether a purchase or redemption of the Offered Partnership Units for shares of Common Stock would result in a violation of such restrictions.

  • Any one or more Limited --------------------------------------- Partners ("Exercising Partners") may, subject to the limitations set forth herein, deliver to the General Partner written notice (the "Conversion Exercise Notice") pursuant to which such Exercising Partners elect to exercise the Rights.

  • Any one or more Limited Partners ("Exercising Partners") may, subject to the limitations set forth in this Section 10.3, deliver to the General Partner written notice in the form attached to the Unit Certificate as Attachment 1 (the "Exercise Notice") pursuant to which such Exercising Partners elect to exercise their Redemption Rights with respect to all or any portion of their Partnership Units.

  • The closing of the acquisition of Offered Interests shall, unless otherwise mutually agreed, be held at the principal offices of the General Partner, on the date agreed to by the General Partner and the Exercising Partners, which date shall in no event be on the date which is the later of (i) twenty (20) days after the date of the Exercise Notice and (ii) the expiration or termination of the waiting period applicable to each Exercising Partner, if any, under the ▇▇▇▇-▇▇▇▇▇ Act.

  • Any one or more Limited Partners holding Convertible Preferred Units ("Exercising Partners") may, subject to the limitations set forth herein, deliver to the General Partner written notice (the "Exchange Exercise Notice") pursuant to which such Exercising Partners elect to exercise their rights to convert (the "Exchange Rights") all or any portion of their Convertible Preferred Units for shares of Convertible Preferred Stock or Common Stock, subject to the limitations contained in Paragraph 3 below.

  • If such interests are not purchased pursuant to a purchase agreement executed and delivered to the Partnership by another Person at a price acceptable to the Exercising Partner(s) in its sole discretion by the first anniversary of the date of the IPO Notice, then the Exercising Partner or other Partners will have the right to participate in the IPO in accordance with the Registration Rights Agreement.

  • Upon receipt of the Notice of Buy-Sell, the Non-Exercising Partner shall have the right, in its sole discretion and at such Non-Exercising Partner's option, to either (a) purchase the Exercising Partner's Partnership Interest at the Buy-Sell Price and on the Buy-Sell Terms or (b) sell to the Exercising Partner the Non-Exercising Partner's Partnership Interest at the Buy-Sell Price and on the Buy-Sell Terms, as adjusted to reflect any differences in relative distribution rights.

  • Any one or more Limited Partners ("Exercising Partners") may, subject to the limitations set forth herein, deliver to the General Partner written notice (the "Exchange Exercise Notice") pursuant to which such Exercising Partners elect to exercise their rights to exchange (the "Exchange Rights") all or any portion of their Partnership Units for REIT Shares subject to the limitations contained in Paragraph 3 below.

  • The Cash Purchase Price shall be paid in the form of cash, or cashier's check, or by wire transfer of immediately available funds to the Exercising Partner's designated account.

  • Any one or more Limited Partners ("Exercising Partners") may, subject to the limitations set forth herein deliver to the General Partner written notice (the "Exercise Notice") pursuant to which such Exercising Partners elect to exercise their Conversion Rights subject to the limitations contained in Sections 11.3 and 11.4 below.


More Definitions of Exercising Partners

Exercising Partners. EXHIBIT D SCHEDULE 2 ELECTION NOTICE To: All Exercising Partners Reference is made to that certain Second Amended and Restated Agreement of Limited Partnership of CBL & Associates Limited Partnership dated June __, 1998 (the "Partnership Agreement"). All capitalized terms used but not defined herein shall have the meanings set forth in the Partnership Agreement. Pursuant to Paragraph 6 of Exhibit D to the Partnership Agreement, the undersigned, being the general partner of the Partnership, hereby notifies the Exercising Partners that (a) the Exchange Consideration for the Offered Units as to which the Exchange Rights are being or are deemed to be exercised is $ , the computation of which is set forth on an attachment hereto; (b) $ of the Exchange Consideration is payable in cash and the balance thereof is payable by issuance of shares of Common Stock; and (c) the closing of the purchase and sale of the Offered Units as to which the Exchange Rights are being or are deemed to be exercised shall take place at the offices of at a.m., local time, on . Dated: _______________________ CBL & ASSOCIATES PROPERTIES, INC., a Delaware corporation By:_______________________________ Its: _________________________
Exercising Partners shall have the meaning set forth in Paragraph 2 hereof. "Grandfathered Related Party Tenant" shall mean any Tenant which is a Related Party Tenant at the time that the Agreement of which this Exhibit is a part is entered into, as set forth on Schedule 4 hereto. "Hart-Scott Act" s▇▇▇▇ ▇▇▇▇ the Hart-Scott-Rodino ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ements Act of 1976, as amended. "Independent" shall have the meaning set forth in the Amended and Restated Certificate of Incorporation of the Company. "Lebovitz Group" shall mean (i) Charles B. Lebovi▇▇ ▇▇▇ (▇▇) ▇▇▇ ▇▇▇eficial Owner or Constructive Owner of shares of Common Stock whose shares of Common Stock are Beneficially Owned or Constructively Owned by Charles B. Lebovi▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇s family. "Offered Units" shall mean the Common Units of the Exercising Partners identified in an Exchange Notice which, pursuant to the exercise of Exchange Rights, can be acquired by the Company under the terms hereof. "Ownership Limit" shall mean the Beneficial Ownership Limit or the Constructive Ownership Limit, as appropriate. "Registration Rights" shall mean the registration rights attributable to shares of Common Stock, if any, issued to Limited Partners in accordance with the provisions hereof, as set forth in Schedule 3 hereto. "Related Party Tenant" shall mean any Tenant 10% or more of either the total combined voting power of all classes of stock entitled to vote or the total number of outstanding shares of stock of which, in the case of a corporate Tenant, or 10% or more of the assets or net profits of which, in the case of a non-corporate Tenant, is Constructively Owned by members of the Lebovitz Group or the Wolford Group. "S▇▇▇▇▇▇▇es Act" shall mean the Securities Act of 1933, as amended, or any successor statute. "Tenant" shall mean any Person that rents real property owned, directly or indirectly, by the Company or the Partnership. "Wolford Group" sh▇▇▇ ▇▇▇n (i) James L. Wolford ▇▇▇ (▇▇) ▇▇▇ ▇▇▇eficial Owner or Constructive Owner of shares of Common Stock whose shares of Common Stock are Beneficially Owned or Constructively Owned by James L. Wolford ▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇s family. 2. Delivery of Exchange Notices. Any one or more Limited Partners ("Exercising Partners") may, subject to the limitations set forth herein, deliver to the Company written notice (the "Exchange Notice") pursuant to which such Exercising Partners elect to exercise their Rights to exchange (the "Exchange Rights") all or any portion of their Common Units for Exc...
Exercising Partners shall have the meaning set forth in Paragraph 2 of this Exhibit C.