Mandatory Exchange. The Managing Member may, with the consent of those Members (other than the Managing Member) holding not less than 75% of the Holdings Units (as such term is defined in the Exchange Agreement) (excluding any Holdings Units held by the Managing Member) require all Members holding Holdings Units to exchange all such units held by them pursuant to the Exchange Agreement.
Mandatory Exchange. In the event that:
Mandatory Exchange. (a) A Global Note deposited with the Depository shall be exchanged for one or more Certificated Notes issued to the beneficial owners thereof if (i) either the Depository notifies the Company that it is unwilling or unable to continue as depository for such Global Note or (ii) at any time the Depository, Clearstream or Euroclear, as applicable, ceases to be a Clearing Agency registered under the Exchange Act and, in each case, a successor depository is not appointed by the Company within 90 days after such notice; and provided that such exchange complies with Section 2.7 hereof.
Mandatory Exchange. Provided an Event of Default has not occurred, unless waived by Holder or a Majority in interest of Holders, then upon the occurrence of a Qualified Offering the outstanding principal amount of this Note shall be deemed a subscription to such Qualified Offering and shall be deemed paid upon the closing of such Qualified Offering. In connection With such Qualified Offering the Holder shall be entitled to and will receive all the rights and benefits granted to and available to all of the subscribers to the Qualified Offering. The Holder and Borrower will enter into and exchange such agreements and documents as are entered into and exchanged by other investors in the Qualified Offering The principal amount of this Note when and if applied as a subscription to the Qualified Offering shall not be included in the minimum dollar
Mandatory Exchange. The Managing Member may, with the consent of each of the Class B Members and Class D Members who, together with its Affiliates and Permitted Transferees, beneficially own at least 75% of the Class B Units and Class D Units in the aggregate, require all Members holding Class B Units or Class D Units to exchange all such Units held by them pursuant to the Exchange Agreement. Any exchange of Class B Units and Class D Units pursuant to this Section 7.8 shall be treated as a transfer of Units governed by Section 3.2(c).
Mandatory Exchange. Notwithstanding any other provision of this Agreement, upon the occurrence of any Change in Control, all Units not held by a member of the Habit Group and all shares of Class B Common Stock shall be automatically surrendered to the Company (or if Habit so elects, to Habit) (in each case, free and clear of all liens, encumbrances, rights of first refusal and the like), and in consideration for such surrender to be delivered on the consummation of such Change in Control (but, in the case of a Change in Control described in (i), (ii) or (iii) of the definition of Change in Control set forth in Section 1.1 of this Agreement, the surrender and delivery of consideration shall occur and be contingent upon the consummation of the transaction approved thereby), Habit shall provide to each such Member (or cause to be provided), at its option and upon the terms and subject to the conditions hereof, either: (x) a Cash Exchange Payment calculated with respect to such Units surrendered by such Member or (y) the issuance by Habit to such Member a number of shares of Class A Common Stock that is equal to the product of the number of Units surrendered by such Member and the Exchange Rate. For the avoidance of doubt, in connection with a transaction described in the preceding sentence, in no event shall the Members (other than the Managing Member and its Subsidiaries) be entitled to receive aggregate consideration for each Unit and corresponding share of Class B Stock that is greater than the consideration payable in respect of each share of Class A Stock in connection with the Change in Control (it being understood that, for this purpose, payments under or in respect of the Tax Receivable Agreement shall not be considered part of any such consideration). In addition, in the case of a holder of Units who is an employee of, or who provides services to or on behalf of, the Company or an Affiliate thereof, upon the termination of employment or the performance of services of such Member for any reason (a “Terminated Employee-Member”), upon notice from the Company, each vested Unit held by such Terminated Employee-Member at the time of termination shall be automatically surrendered to the Company (or if Habit so elects, to Habit) (in each case, free and clear of all liens, encumbrances, rights of first refusal and the like, with the shares of Class B Common Stock corresponding to such vested Units to be cancelled) in consideration for, which such consideration shall be delivered...
Mandatory Exchange. Subject to the provisions of this Article 14, the Notes shall be automatically exchanged at the Exchange Rate following the occurrence of the Mandatory Exchange Trigger Event (the “Mandatory Exchange”). No later than three Business Days following the occurrence of the Mandatory Exchange Trigger Event, the Company shall or, at its written request received by the Trustee, the Trustee, in the name of and at the expense of the Company, shall deliver or cause to be delivered a notice of such Mandatory Exchange (a “Mandatory Exchange Notice”) to the Exchange Agent (if other than the Trustee) and the Holders; provided, however, that, if the Company shall give such notice, it shall also give written notice of the Mandatory Exchange to the Trustee (if the Trustee is not the Exchange Agent). The Mandatory Exchange Notice shall (i) state that the Mandatory Exchange Trigger Event has occurred, (ii) state the current Exchange Rate and the Settlement Method for the Mandatory Exchange as elected by the Company (and, in the case of an election of Combination Settlement, the Specified Dollar Amount per $1,000 principal amount of Notes) and (iii) include the Exchange Date for the Mandatory Exchange, which shall be the tenth Business Day following the date of such notice. Following delivery of the Mandatory Exchange Notice, each Holder shall follow the procedure described in Section 14.02(b), and the Company shall have no obligation to issue the exchange consideration unless such Holder has complied with the provisions thereof. On or prior to the Exchange Date for the Mandatory Exchange, the Company shall deliver an Officer’s Certificate to the Trustee and the Exchange Agent (if other than the Trustee), stating that the Mandatory Exchange Trigger Event has occurred. Subject to Section 14.02 and Section 14.07(a), upon exchange of any Note pursuant to this Section 14.01(b), the Company shall pay or deliver, as the case may be, to each exchanging Holder the consideration due to such Holder in accordance with Section 14.02(a).
Mandatory Exchange. If, at any time after the fifth anniversary of the Series A-4 Issuance Date, the Pricing Target is achieved, then, within ten (10) days thereafter, the Partnership shall have the right, but not the obligation, to cause each holder of Series A-4 Preferred Units (other than the General Partner) to exchange all Series A-4 Preferred Units for Common OP Units, on the following terms and subject to the following conditions:
Mandatory Exchange. The Partnership shall have the right to cause each holder of Series A-4 Preferred Units to exchange each Series A-4 Preferred Unit for that number of Common OP Units equal to the quotient obtained by dividing $25.00 by the Series A-4 Exchange Price.
Mandatory Exchange. At any time after (a) July 11, 2013, in the case of the First Tranche Note, (b) July 10, 2014, in the case of the Second Tranche Note and (c) the second anniversary of the Closing, in the case of the Third Tranche Note, if the Closing Sale Price of the Common Stock is greater than or equal to 140% of the Conversion Price then in effect for at least 20 Trading Days in any consecutive 30 Trading Day Period, then the Borrower may require the Lender to exchange all or any portion of the principal of and accrued and unpaid interest on such Note at the Conversion Price for fully paid and nonassessable shares of Common Stock and cash in lieu of fractional shares as described in paragraph 6.4.
