Exchange of Partnership Units. (a) Unless otherwise agreed by the Partnership and any Partner in writing, each Limited Partner, other than Tality and its Subsidiaries, shall have the right to exchange, at any time and from time to time, each Partnership Unit owned by such Limited Partner, free and clear of any liens and encumbrances, for one (1) fully paid and non-assessable Tality Class A Share. The Partnership and the General Partner agree that, at all times, they collectively shall have available for issuance sufficient Tality Class A Shares to satisfy the exchange rights under this Section 7.3.

Exchange of Partnership Units. The Company or its affiliates shall exchange a portion of its interest in 000 Xxxxx Xxxxxxx Drive, Ltd., a California limited partnership, for Partnership Units held by Xxxxx X. Xxxxxx and his affiliates, on terms as shall be satisfactory to Xx. Xxxxxx and the Company, considering that this is a noncash transaction and involves a minority interest, provided that the remaining Partnership Units held by Xx. Xxxxxx and his affiliates will entitle them on conversion to no more than 5% of the Common Shares outstanding immediately after the Effective Time.

Exchange of Partnership Units. In the event that any Cadim Entity becomes the beneficial owner of any of the Pledged Units, notwithstanding the provisions of the Partnership Agreement, the REIT and Partnership shall cause the exchange of all such Pledged Units for common shares of the REIT for which such Pledged Units are then exchangeable within five business days following the REIT and Partnership's receipt of written notice from or on behalf of any Cadim Entity of such acquisition (it being understood that such acquisition notice shall contain in substance the information and request that is otherwise required in an "Exchange Exercise Notice" (as defined in Exhibit C to the Partnership Agreement)) and shall be accompanied by appropriate evidence of beneficial ownership by the applicable Cadim Entity of such Pledged Units together with the physical certificate(s) representing the applicable Pledged Units.

Exchange of Partnership Units. (a) (i) Subject to adjustment as provided in Section 2.4 hereof and to the provisions of the Partnership Agreement, the Contribution Agreements and the Issuer Governing Documents, each Limited Partner shall be entitled, on any Quarterly Exchange Date commencing with the First Quarterly Exchange Date, to sell, exchange and transfer Vested Partnership Units to the Issuer in exchange for the issuance and delivery by the Issuer of a number of Class A Common Shares equal to the product of such number of Vested Partnership Units surrendered multiplied by the Exchange Rate (an “Exchange”); provided that any such Exchange is for a minimum of the lesser of 100 Vested Partnership Units or all of the Vested Partnership Units held by such Limited Partner that are then permitted under the Partnership Agreement to be exchanged by such Limited Partner.

Exchange of Partnership Units. (a) Subject to adjustment as provided in this Article II, to the provisions of the Partnership Agreement and to the provisions of Section 2.2 hereof, each Xxxxxx Family Partner shall be entitled to exchange Partnership Units held by such Xxxxxx Family Partner at any time and from time to time. A Xxxxxx Family Partner may surrender Partnership Units to Holdings in exchange for the delivery by the Issuer of a number of shares of Common Stock equal to the product of such number of Partnership Units surrendered multiplied by the Exchange Rate (an “Exchange”).

Exchange of Partnership Units. (a) In respect of each Quarterly Exchange Date, each Partnership Unitholder shall be entitled, upon the terms and subject to the conditions hereof, to surrender Partnership Units (other than Ineligible Partnership Units) in exchange for the delivery to such exchanging Partnership Unitholder for each Partnership Unit so surrendered of the Cash Amount or, in the sole and absolute discretion of the Corporation, the Stock Amount (such exchange, an “Exchange”); provided that any such Exchange is for a minimum of the lesser of 1,000 Partnership Units or all of the Partnership Units (other than Ineligible Partnership Units) held by such Partnership Unitholder.

Exchange of Partnership Units. Each Limited Partner that elects to retain Class A Units pursuant to Section 12.1.6 or 12.1.7, as applicable, shall deliver to the Partnership one-half of the Class A Units so retained by such Limited Partner and the Partnership shall issue to such Limited Partner a Preferred Unit in exchange for each Class A Unit delivered to the Partnership.

Exchange of Partnership Units. At the Closing described in Section 2.4, the Company shall issue and deliver to Gemini shares of Common Stock in an amount equal to the Exchange Rate multiplied by the number of Partnership Units held by Gemini. If at the time the Company receives an Exchange Notice, the Company has received a distribution from the Partnership in respect of its Partnership Units and the Company has neither paid as a dividend to the holders of Common Stock the amount of such distribution (or part thereof) nor set a record date for declaring a dividend to the holders of Common Stock of such distribution (or part thereof), then in addition to the Partnership Units, at the Closing, Gemini shall also deliver to the Partnership an amount of cash (the "Cash Payment") equal to the number of shares of Common Stock into which such Partnership Units are exchangeable divided by the Deemed Outstanding Shares times the amount of the distribution that has neither previously been paid as a dividend nor with respect to which a record date for a dividend been established.

Exchange of Partnership Units

Exchange of Partnership Units Sample Clauses

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