Exchange of LLC Units Sample Clauses

Exchange of LLC Units. Immediately prior to the cancellation and conversion of Company Common Stock pursuant to Section 2.1(a) and Section 2.1(b) above, in accordance with Section 2.1(a)(ii) of the Exchange Agreement dated as of November 13, 2013, among the Company, SKM Norcraft Corp., Trimaran Cabinet Corp., and the holders of LLC Units (as that term is defined therein) from time to time party thereto (the “Exchange Agreement”), the Company shall cause each LLC Unit (as defined in the Exchange Agreement) (each an “LLC Unit”), whether vested or unvested, to be exchanged for one share of Company Common Stock. The Company Board shall take, or cause to be taken, all necessary and appropriate actions so that all LLC Units shall be vested in full as of immediately prior to the Effective Time.
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Exchange of LLC Units. (a) Concurrently with the Effective Time, in accordance with Section 3.9 of the Fifth Amended and Restated Limited Liability Company Agreement of The Habit Restaurants, LLC (“Opco LLC”), dated as of April 6, 2015, as amended prior to the date hereof, by and among the Members (as that term is defined therein) from time to time party thereto (the “LLC Agreement”) and the Certificate of Incorporation:
Exchange of LLC Units. (a) Each Party hereto that is the holder (other than the Manager or any of its Subsidiaries) of an LLC Unit shall be entitled to surrender, at any time and from time to time, any or all of such holder's LLC Units to Newco in exchange for the distribution by Newco, on a one-for-one basis, of the same number of fully paid and non- assessable shares of Public Common Stock. Manager agrees that upon any such surrender, Manager shall contribute to Newco that number of shares of Public Common Stock equal to the number of LLC Units such Member elected to exchange pursuant to this Section 17.1. Such right shall be exercised by the surrender to the Manager as agent for Newco of the certificate or certificates representing the LLC Units to be exchanged at any time during normal business hours at the principal executive offices of the Manager or at the office of the Transfer Agent (as defined in the Manager Certificate), accompanied by a written notice of the holder of such LLC Units stating that such holder desires to exchange such LLC Units, or a stated number of LLC Units represented by such certificate or certificates for exchange, into the relevant number of shares of Public Common Stock, and, if any such Public Common Stock certificate is to be issued in a name other than that of the holder of the LLC Unit or LLC Units exchanged, by instruments of transfer to Newco, in form satisfactory to the Manager, Newco and the Transfer Agent, duly executed by such holder or such holder's duly authorized attorney, and transfer tax stamps or funds therefor, if required pursuant to Section 17.1(e). No exchange of LLC Units shall be effective until such time as the appropriate number of fully paid non-assessable shares of Public Common Stock shall have been duly issued in exchange therefor.
Exchange of LLC Units. The Exchange shall have been consummated pursuant to the terms of the Exchange Agreement.

Related to Exchange of LLC Units

  • Exchange of Warrants Upon the surrender by the Registered Holder, properly endorsed, to the Company at the principal office of the Company, the Company will, subject to the provisions of Section 4 hereof, issue and deliver to or upon the order of such Holder, at the Company's expense, a new Warrant or Warrants of like tenor, in the name of the Registered Holder or as the Registered Holder (upon payment by the Registered Holder of any applicable transfer taxes) may direct, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock (or other securities, cash and/or property) then issuable upon exercise of this Warrant.

  • Transfer and Exchange of Global Securities (i) The transfer and exchange of Global Securities or beneficial interests therein shall be effected through the Depository, in accordance with this Indenture (including applicable restrictions on transfer set forth herein, if any) and the procedures of the Depository therefor. A transferor of a beneficial interest in a Global Security shall deliver to the Registrar a written order given in accordance with the Depository’s procedures containing information regarding the participant account of the Depository to be credited with a beneficial interest in the Global Security. The Registrar shall, in accordance with such instructions instruct the Depository to credit to the account of the Person specified in such instructions a beneficial interest in the Global Security and to debit the account of the Person making the transfer the beneficial interest in the Global Security being transferred.

  • Exchange of Notes A Noteholder may exchange Notes for other Notes of the same Class by surrendering the Notes to be exchanged at the office or agency of the Issuer maintained under Section 3.2. If the requirements of Section 8-401(a) of the UCC are met, the Issuer will execute, the Indenture Trustee will authenticate and the Noteholder will receive from the Indenture Trustee new Notes of the same Class, in the same principal amount.

  • Conversion and Exchange of Shares (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Purchaser, Parent, the Company or any stockholder of the Company:

  • Exchange of Stock Certificates On the effective date of the Merger, the Shareholders, as the holders of a certificate or certificates representing shares of Company common stock shall, upon surrender of such certificate or certificates, receive the Merger Consideration, and until the certificate or certificates of Company common stock shall have been surrendered by the Shareholder and replaced by a certificate or certificates representing Pentegra Common Stock (as set forth on ANNEX I), the certificate or certificates of Company common stock shall, for all purposes be deemed to evidence ownership of the number of shares of Pentegra Common Stock determined in accordance with the provisions of ANNEX I. All shares of Pentegra Common Stock issuable to the Shareholders in the Merger shall be deemed for all purposes to have been issued by Pentegra on the Closing Date. The Shareholders shall deliver to Pentegra at Closing the certificate or certificates representing the Company common stock owned by them, duly endorsed in blank by the Shareholders, or accompanied by duly executed blank stock powers, and with all necessary transfer tax and other revenue stamps, acquired at the Shareholder's expense, affixed and cancelled.

  • Transfer and Exchange of Beneficial Interests in Global Securities The transfer and exchange of beneficial interests in the Global Securities shall be effected through the Depository, in accordance with the provisions of this Indenture and the applicable rules and procedures of the Depository. Beneficial interests in Restricted Global Securities shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Beneficial interests in Global Securities shall be transferred or exchanged only for beneficial interests in Global Securities. Transfers and exchanges of beneficial interests in the Global Securities also shall require compliance with either subparagraph (i) or (ii) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:

  • Exchange of Common Shares for Rights The Board of Directors of the Company may, at its option, at any time after the occurrence of a Trigger Event, exchange Common Shares for all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 11.1.2) by exchanging at an exchange ratio of that number of Common Shares having an aggregate value equal to the Spread (with such value being based on the current per share market price (as determined pursuant to Section 11.4) on the date of the occurrence of a Trigger Event) per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such amount per Right being hereinafter referred to as the "Exchange Consideration"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Acquiring Person shall have become the Beneficial Owner of 50% or more of the Common Shares then outstanding. From and after the occurrence of an event specified in Section 13.1, any Rights that theretofore have not been exchanged pursuant to this Section 27.1 shall thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 27.1. The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish.

  • Transfer and Exchange of Global Warrants The transfer and ---------------------------------------- exchange of Global Warrants or beneficial interests therein shall be effected through the Depositary, in accordance with this Warrant Agreement (including the restrictions on transfer set forth herein) and the procedures of the Depositary therefor.

  • Exchange of Stock On the basis of the representations, warranties, covenants and agreements set forth herein, at the Closing (as defined in Section 1.3 below) Purchaser will purchase from Stockholder, and Stockholder will sell, convey and assign to Purchaser all of the Company Stock.

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