Elective Exchanges Sample Clauses
Elective Exchanges. (i) Upon the terms and subject to the conditions of this Agreement, in the event a Holding Unitholder wishes to effect a Permitted Exchange Event, such Holding Unitholder shall (i) deliver to Holding an Exchange Notice and (ii) surrender or, in the absence of such surrender, be deemed to have surrendered, Class B Units and/or Class C Non-Voting Units to Holding (and, in the case of Class B Units, surrender for cancellation one or more stock certificates (if certificated) or instructions and stock powers (if uncertificated)) representing an equal number of shares of Class B Common Stock) (in each case, free and clear of all liens, encumbrances, rights of first refusal and the like) in consideration for, at the option of the Corporation, with such consideration to be delivered as promptly as practicable following such delivery and surrender or deemed surrender (as applicable), but in any event within two Business Days after the Date of Exchange specified in such Exchange Notice, (x) a Cash Exchange Payment by Holding in accordance with the instructions provided in the Exchange Notice, in which event such exchanged LLC Units and the shares of Class B Common Stock automatically shall be deemed cancelled concomitant with such payment, without any action on the part of any Person, including the Corporation or Holding, or (y) the issuance by the Corporation to such Holding Unitholder of a number of shares of Class A Common Stock equal to the number of Class B Units and/or Class C Non-Voting Units exchanged, in which event such exchanged LLC Units automatically shall be converted into an equal number of Class A Units (and the Class B Units or Class C Non-Voting Units so converted shall thereby cease to exist), and concomitantly with any such issuance, any exchanged Class B Common Stock automatically shall be deemed cancelled without any action on the part of any Person, including the Corporation. If the Corporation elects to issue Class A Common Stock in an Exchange, the Corporation shall (i) deliver or cause to be delivered at the offices of the then-acting registrar and transfer agent of the Class A Common Stock (or, if there is no then-acting registrar and transfer agent of the Class A Common Stock, at the principal executive offices of the Corporation) the number of shares of Class A Common Stock deliverable upon such Exchange, registered in the name of the relevant exchanging Holding Unitholder (or in such other name as is requested in writing by the Holding ...
Elective Exchanges. Subject to the Policy Regarding Exchanges set forth in Annex E, as amended from time to time by the Company (the “Policy Regarding Exchanges”), an Exchangeable Unit Member shall have the right, from time to time, to surrender Exchangeable Units, along with an equal number of shares of Class B Common Stock (in each case, free and clear of all liens, encumbrances, rights of first refusal and similar restrictions, except for those arising under this Agreement), to the Company and to thereby cause the Company to deliver to such Exchangeable Unit Member (or its designee) the Exchange Consideration as set forth in Section 11.3 (an “Elective Exchange”).
Elective Exchanges. (i) Each Class A Unitholder shall be entitled, at any time and from time to time, upon the terms and subject to the conditions hereof, to surrender Combined Units (with the Class A Common Units surrendered to the Company, and the corresponding Noneconomic Stock surrendered to the Public Offering Entity) in exchange for the delivery by the Company to the exchanging Class A Unitholder of, at the option of the Public Offering Entity (as determined solely by a majority of its directors who are disinterested), (A) a number of shares of Class A Common Stock that is equal to the product of the number of Combined Units surrendered multiplied by the Exchange Rate (a “Share Settlement”), which such shares of Class A Common Stock may be contributed by the Public Offering Entity to the Company in exchange for Class A Common Units, or (B) an amount of cash equal to the Fair Market Value of such shares net of any underwriters’ discounts, commissions and brokers’ fees that would be payable in connection with the registration and sale of such shares in a registered offering, as reasonably determined by the Board (a “Cash Settlement,” and any such exchange of Combined Units for Class A Common Stock or cash, an “Exchange”); provided that any such Exchange is for a minimum of the lower of (i) 5,000 Combined Units, (ii) such other number of Combined Units as may be determined by the Board with respect to any particular Exchange, and (iii) all of the Combined Units held by such Class A Unitholder. Unless otherwise required by applicable law, except in the case of a Cash Settlement that is not funded, directly or indirectly, by the Public Offering Entity, the parties hereto acknowledge and agree that any Exchange shall be treated as a direct exchange of the Combined Units between the Public Offering Entity and the Class A Unitholder participating in the Exchange for U.S. federal and applicable state and local income tax purposes.
(ii) A Class A Unitholder shall exercise its right to Exchange Combined Units as set forth in Section 9.9(a)(i) by delivering to (I) the Public Offering Entity, (A) a written election of exchange in respect of the Combined Units to be Exchanged (an “Exchange Notice”), duly executed by such Class A Unitholder, with a contemporaneous copy delivered to the Company, in each case during normal business hours at the principal executive offices of the Public Offering Entity, (B) any certificate(s) representing the Noneconomic Stock included in such Combined U...
Elective Exchanges. Each Exchangeable MD Member shall be entitled to effect the MD Exchanges for shares of Lazard Ltd Common Stock in accordance with this Article VIII (each such exchange, an “Elective Exchange”) on the following dates:
(i) Each Exchangeable MD Member shall be entitled to effect the MD Exchanges with respect to all of such Exchangeable MD Member’s Exchangeable Interest for shares of Lazard Ltd Common Stock on the date that is the eighth anniversary of the IPO Date and on each subsequent anniversary date of the IPO Date (the “General Exchange Date”); and
(ii) Each Exchangeable MD Member who is a party to a Retention Agreement and entitled to accelerated exchange rights thereunder or who shall otherwise be entitled to accelerated exchange rights under any Retention Agreement shall be entitled to effect the MD Exchanges with respect to such Exchangeable MD Member’s Exchangeable Interest (or applicable portion thereof) on the anniversary dates of the IPO Date or such other dates, in each case as set forth in the applicable Retention Agreement (each, an “Accelerated Exchange Date”, and together with the General Exchange Date, the “Applicable Exchange Date”), in each case in the amounts, on the terms and subject to the conditions set forth in such Retention Agreement.
Elective Exchanges. Subject to the Policy Regarding Exchanges set forth in Annex E, as amended from time to time by the Company (the “Policy Regarding Exchanges”), an Exchangeable Unit Member shall have the right, from time to time, to surrender Exchangeable Units, along with an equal number of shares of Class V Common Stock (in each case, free and clear of all liens, encumbrances, rights of first refusal and similar restrictions, except for those arising under this Agreement and the organizational documents of the Manager), to the Company (in the case of the Exchangeable Units) or the Manager (in the case of the Class V Common Stock) and to thereby cause the Company or the Manager to deliver to such Exchangeable Unit Member (or its designee) the Exchange Consideration as set forth in Section 11.3 (an “Elective Exchange”). Any amendments of the Policy Regarding Exchanges will be subject to Section 4.1(f) herein to the same extent as if the same was part of this Agreement.
Elective Exchanges. (i) Subject to Section 2.1(d), and otherwise upon the terms and subject to the conditions hereof and of the LLC Agreement, each Company Unitholder shall have the right during any Liquidity Period to surrender Company Exchangeable Units, and, for each Company Class B Unit surrendered, a corresponding share of Class B Common Stock (in each case, free and clear of all liens, encumbrances, rights of first refusal and similar restrictions, except for those arising under this Agreement and the LLC Agreement) to the Company and to thereby cause the Company to deliver to that Company Unitholder (or its designee) the Exchange Consideration as set forth herein (an “Exchange”).
(ii) For the avoidance of doubt, and notwithstanding anything else in this Agreement or the LLC Agreement to the contrary: (A) no Exchange of Class B Units may be made without a concurrent Exchange of an equivalent number of shares of Class B Common Stock; (B) the Corporation may elect to settle an Exchange, in whole or in part, by delivery of the Cash Settlement as to all or any portion of the total number of Company Exchangeable Units being surrendered and delivery of Class A Common Stock as to any remaining portion not satisfied by the Cash Settlement; (C) the Board (or a committee to which the Board has delegated such authority) may, in its sole discretion, deny or limit, in whole or in part, any Exchange that it determines to be detrimental to the Corporation, the Company, or their respective businesses, or that fails to comply with any requirements therefor that the Corporation, the Company, or the Board may have established.
(iii) The Corporation and the Company may from time to time, upon the consent of a majority of the Board (or a committee to which the Board has delegated such authority), provide notice to each holder of one or more Company Exchangeable Units of a Liquidity Period.
(iv) A Company Unitholder shall exercise its right to an Exchange of Company Exchangeable Units and, in the case of Company Class B Units, a corresponding number of shares of Class B Common Stock, as set forth in Section 2.1(a) by delivering to the Company, with a contemporaneous copy delivered to the Corporation, in each case during normal business hours at the principal executive offices of the Company and the Corporation, respectively, (A) a written election of exchange in respect of the Company Exchangeable Units to be exchanged substantially in the form of Exhibit A hereto (an “Exchange Notice”), dul...
Elective Exchanges. (i) Upon the terms and subject to the conditions of this Agreement, in the event a Shareholder wishes to effect a Permitted Exchange Event, such Shareholder shall (i) deliver to the Corporation an Exchange Notice not less than sixty (60) days prior to the Date of Exchange specified in such Exchange Notice and (ii) surrender or, in the absence of such surrender, be deemed to have surrendered, for transfer to Amira Mauritius one or more stock certificates, stock powers and such other documents reasonably requested by the Corporation (if certificated) or instructions and stock powers (if uncertificated) representing India Shares (free and clear of all liens, encumbrances, rights of first refusal and the like) in consideration for, at the option of the Corporation, (x) a Cash Exchange Payment by the Corporation in accordance with the instructions provided in the Exchange Notice, in which event, subject only to the conditions in Section 2.1(c), such exchanged India Shares shall be deemed to be transferred to Amira Mauritius, without any action on the part of any Person, including the Corporation, Amira Mauritius or Amira India, in accordance with procedures prescribed by applicable law, or (y) the issuance by the Corporation to such Shareholder of a number of ANFI Shares equal to the number of India Shares exchanged multiplied by the Exchange Multiple, and concomitantly with any such issuance, subject only to the conditions in Section 2.1(c), any exchanged India Shares shall be deemed to be transferred to Amira Mauritius without any action on the part of any Person, including the Corporation, Amira Mauritius or Amira India, in accordance with procedures prescribed by applicable law. After the Corporation receives an Exchange Notice and prior to each Permitted Exchange Event, the board of directors of the Corporation shall in good faith determine the Exchange Multiple to be applied in calculating the amount of consideration to be issued to the exchanging Shareholder.
Elective Exchanges. Subject to the Policy Regarding Exchanges set forth in Annex E, as amended from time to time by the Company (the “Policy Regarding Exchanges”), an Exchangeable Unit Member shall have the right, from time to time, to surrender Exchangeable Units, along with an equal number of shares of Class C Common Stock (in each case, free and clear of all liens, encumbrances, rights of first refusal and similar restrictions, except for those arising under this Agreement), to the Company and to thereby cause the Company to deliver to such Exchangeable Unit Member (or its designee) the Exchange Consideration as set forth in Section 11.3 (an “Elective Exchange”). Any amendments of the Policy Regarding Exchanges will be subject to Section 4.1(f) herein to the same extent as if the same was part of this Agreement.
Elective Exchanges. Pursuant to the ICGI Holdings Limited Liability Company Agreement and in accordance with the schedule and the procedures set forth in this Article IV, each Qualified ICGI Holdings Member is entitled to request and ICGI Holdings shall thereafter tender the exchange with ICGI of the Exchangeable Portion (as defined below) of such Qualified ICGI Holdings Member’s Holdings Common Units for shares of Common Stock (an “Elective Exchange”). Upon tender by a Qualified ICGI Holdings Member of Holdings Common Units in an amount which is equal to or less than its Exchangeable Portion, ICGI Holdings will exchange an equal number of ICG LP Units with ICGI for shares of Common Stock. For each Holdings Common Unit tendered by a Qualified ICGI Holdings Member, ICGI Holdings will exchange one ICG LP Unit with ICGI for (i) one share of Common Stock and (ii) the right to certain future payments pursuant to the Tax Receivable Agreement in connection with ICGI’s acquisition of such ICG LP Unit. Upon the exchange of ICG LP Units for shares of Common Stock, ICGI Holdings shall as promptly as possible, but in no event later than two (2) business days from its receipt of such shares of Common Stock, distribute such shares of Common Stock (the “Exchanged Shares”) to the Qualified ICGI Holdings Member requesting the exchange and cancel the tendered Holdings Common Units (but shall not cancel any Tax Benefit Units of ICGI Holdings).
Elective Exchanges. An Exchangeable Unit Member shall have the right, from time to time, to surrender Exchangeable Units, along with an equivalent number of shares of Class B Common Stock (in each case, free and clear of all liens, encumbrances, rights of first refusal and similar restrictions, except for those arising under this Agreement) to the Company (or, to the extent the Managing Member exercises its option under Section 12.2(e), the Managing Member) and to thereby cause the Company (or the Managing Member) to deliver to that Exchangeable Unit Member (or its designee) the Exchange Consideration as set forth in Section 12.3 (an “Elective Exchange”). Exchangeable Unit Members shall not have the right to effect an Elective Exchange for less than any Minimum Exchangeable Amount established from time to time by the Managing Member or at times to not permitted by the Policies established from time to time by the Managing Member, in each case without the consent of the Managing Member or as otherwise provided in this Agreement. The Managing Member shall have the authority to set and amend any Minimum Exchangeable Amount and establish and amend Policies in its reasonable discretion taking into account reasonable and appropriate liquidity interests of Exchangeable Unit Members.