Examples of Gazit Group in a sentence
The Gazit Group agrees that in the event that a Parent Section 16 Person is approved by the Equity One Board as the LIH nominee pursuant to Section 2.3, then such LIH nominee will be deemed qualified by the Gazit Group for purposes of this Section 2.7.
Notwithstanding the foregoing, LIH shall not be obligated to sell all or any part of the First Offered DR Shares to a third party other than to Equity One or the Gazit Group, as the case may be, in accordance with this Article 3 and Article 4.
At any time during the applicable period described in Section 3.4(c) following the date the Shares Sale Offer Notice is received by the Gazit Group (the “Shares Offer Period”), the Gazit Group may make an election (the “Gazit Share ROFO” and together with the Gazit DRS ROFO, the “Gazit ROFOs”) to purchase all or a portion of the First Offered EQY Shares by delivering a written notice of its election to purchase the First Offered EQY Shares to LIH (the “Shares First Offer Election”).
In the event the Gazit Group elects to purchase all or a portion of the First Offered EQY Shares, sales of such First Offered EQY Shares to be sold to the Gazit Group pursuant to this Section 3.4 shall be made at the offices of Equity One as soon as reasonably practicable after delivery of the Shares First Offer Election to Liberty Group but in any event within ten (10) Business Days thereafter or such other place or date mutually agreed upon by LIH and the Gazit Group.
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.
Such sales shall be effected by LIH’s delivery to the Gazit Group of a certificate or certificates or other instrument evidencing the First Offered EQY Shares to be purchased, free of encumbrances, duly endorsed for transfer to the Gazit Group against payment in cash to LIH of the Share Price times the number of First Offered EQY Shares by the Gazit Group.
Subject to provisions of Section 3.4(f), if the Gazit Group fails to make a Shares First Offer Election during the applicable Shares Offer Period, then the First Offered EQY Shares may be sold by LIH at any time within 120 days after the termination of the applicable Shares Offer Period to any other Person; provided, that the purchase price for the First Offered EQY Shares shall equal at least ninety five percent (95%) of the Share Price (the “Minimum Price”).
If Equity One does not communicate in writing its election to purchase all of the First Offered DR Shares within the Equity One Offer Period, LIH shall provide the Gazit Group with written notice to that effect within five (5) Business Days after the expiration of the Equity One Offer Period (the “Notice of Availability”) and the Gazit Group shall have the right to purchase all or a portion of such First Offered DR Shares not purchased by Equity One (the “Gazit DRS ROFO”).
Any decisions, consents, agreements, notices or communications required in connection with this Agreement by any member of the Gazit Group shall be made, written or delivered by its representative, Gazit Globe and Equity One and Liberty Group shall be entitled to rely on the decisions, consents, agreements, notices or communications from Gazit Globe without further action from any other member of the Gazit Group.
As promptly as practicable after the date of this Agreement (but in any event within two (2) Business Days hereafter), Equity One, LIH and the Gazit Group members that are a party to this Agreement will exchange executed signature pages to the proxy attached hereto as Exhibit C with respect solely to the Gazit Voting Obligation, Gazit Group’s obligation pursuant to Section 6.2 and the LIH Voting Obligation as applicable.