Partnership Call Right Sample Clauses

Partnership Call Right. A. For a period of three (3) months beginning on December 1, 2009, the General Partner shall have the right (the “Partnership Call Right”) to require the Participating Limited Partners to redeem on thirty (30) days notice (the “Specified Call Date”) all, but not less than all (subject to the adjustments discussed below), of those Class A Preferred Units held by each such Participating Limited Partner and set forth on Exhibit E attached hereto, as such Exhibit may be amended from time to time, in exchange for an in-kind distribution of all of the Rochester Properties Interests held by the Partnership, which interests shall be distributed to the Participating Limited Partners pro rata in proportion to their relative ownership of the total number of Class A Preferred Units delivered in redemption in accordance with this Section 8.8. The Partnership Call Right shall be exercised pursuant to a written notice delivered to the Participating Limited Partners by the Partnership.
Sample 1
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Partnership Call Right. In connection with (i) any Involuntary Transfer by any Non-Pubco Partner or (ii) any Transfer of Units that would result in (or has resulted in) a Violation (as defined in Pubco’s certificate of incorporation), as determined by Pubco’s board in accordance with Pubco’s certificate of incorporation, the Partnership or the General Partner may, in the General Partner’s sole and absolute discretion, elect to purchase from such Non-Pubco Partner and/or the Transferee(s) in any such Transfer described in the foregoing clause (i) or (ii) (each, a “Call Partner”) any or all of the Units so Transferred or so held by such Call Partner (or such Call Partner’s Permitted Transferees), as applicable (“Call Units”), at any time by delivery of a written notice (a “Call Notice”) to such Call Partner; provided that the General Partner shall exercise the call right provided for in ‎Section 9.01 upon Pubco’s redemption of any shares of Class B Common Stock in connection with any Transfer of shares of Class B Common Stock that would result in (or has resulted in) a Violation (as defined in Pubco’s certificate of incorporation), as determined by Pubco’s board in accordance with Pubco’s certificate of incorporation, and the number of Call Units subject to such call right shall be equivalent to the number of shares of Class B Common Stock subject to such redemption. The Call Notice shall set forth the Unit Redemption Price and the proposed closing date of such purchase of such Call Units; provided that such closing date shall be within 90 days following the date of such Call Notice. At the closing of any such purchase, in exchange for the payment by the Partnership or the General Partner to a Call Partner of the Unit Redemption Price in cash (if applicable), (i) such Call Partner shall deliver its Call Units, duly endorsed, or accompanied by written instruments of transfer in form satisfactory to the Partnership or the General Partner, as applicable, duly executed by such Call Partner and accompanied by all requisite transfer taxes, if any, (ii) such Call Units shall be free and clear of any Liens and (iii) such Call Partner shall so represent and warrant and further represent and warrant that it is the sole beneficial and record owner of such Call Units. Following such closing, such Call Partner shall no longer be entitled to any rights in respect of its Call Units, including any distributions of the Partnership or Pubco thereupon (other than the right to the payment of the Unit ...
Sample 1
Partnership Call Right. Any Class 1 Performance LTIP Unit granted hereunder, upon becoming a Post-Conversion Period Performance LTIP Unit under the Partnership Agreement, shall be subject to purchase by the Partnership or its designee under this Section 7 (such repurchase right, the “Partnership Call Right”). A Partnership Call Right may be exercised with respect to any Post-Conversion Period Performance LTIP Unit by (a) the delivery of a notice (a “Partnership Call Right Notice”) in the form attached hereto as Exhibit B to the holder of the applicable Performance LTIP Units no more than thirty (30) days prior to the Call Date specified in such Partnership Call Right Notice, and (b) the payment of the applicable purchase price no later than the applicable Call Date. The purchase price for any Post-Conversion Period Performance LTIP Unit being purchased under the Partnership Call Right will be the fair market value of such Units as of the applicable Call Date, as determined in good faith by the General Partner. The General Partner may, in its sole discretion, permit any Partnership Call Right to be exercised by the Partnership or its designee, and the purchase price payable in respect of any Partnership Call Right may be paid in any combination of immediately available funds and REIT Shares (valued using the REIT Share Value as of the applicable Call Date), as determined by the General Partner in its sole discretion. Each Partnership Call Right Notice shall be provided in the manner provided in Section 12.01 of the Partnership Agreement. Section 5(b) of Exhibit H of the Partnership Agreement shall not apply to any LTIP Unit purchased pursuant to a Partnership Call Right, unless the purchasing party is the Partnership.
Sample 1
Partnership Call Right. (a) Unless WM Partner has previously elected to exercise the WM Partner Purchase Right in full, and subject to the conditions set forth in paragraph (b) below and to the provisions of Section 3A.5, the Partnership may elect to require WM Partner to exercise the WM Partner Purchase Right at such times and to the extent provided in this Section 3A.3. (Such right in the Partnership is hereinafter referred to as the “Partnership Call Right”).
Sample 1
Partnership Call Right 
Sample 1

Related to Partnership Call Right

  • Call Right The Purchaser shall have, during the Exercise Period (as defined below), and when a Condition is met, the right and option to purchase from the Seller, and upon the exercise of such right and option the Seller shall have the obligation to sell to the Purchaser or his Nominee(s), a portion of the Seller’s Shares identified in the Call Exercise Notice (the “Call Right”). Purchaser or Nominee(s) shall be permitted to purchase, and Seller shall be obligated to sell, the following number of Seller’s Shares upon the attainment of the following Conditions: Condition Number of Seller’s Shares as to which there is a Call Right Condition 1 30% Condition 2 30% Condition 3 30% Condition 4 10% However, in case that the Company achieves not less than 2 million US Dollar in after-tax profits, as determined under US GAAP, for the fiscal year ending December 31, 2010, then the Purchaser or his Nominee(s) shall be permitted to purchase and the Seller shall be obligated to sell 40% of the Shares owned by the Seller and it shall be considered that both Condition 3 and Condition 4 have been met; for purpose of avoiding doubt, there will be no more call right to be granted to the Purchaser even if the Company achieves not less than2 million US Dollar in after-tax profits, as determined under US GAAP, for the fiscal year ending December 31, 2011. Notwithstanding anything in this Agreement, in case that the Seller violates any provisions of this Agreement, the Purchaser shall receive an irrevocable Call Right to any and all of the Seller’s Shares then held by the Seller, without any regard to the Conditions being met. The Purchaser shall be entitled to exercise such Call Right immediately and the Seller shall transfer to the Purchaser or his Nominee(s) all the Seller’s Shares immediately upon the Purchaser’s or his Nominee(s)’s exercise of such Call Right.

  • Put Right (a) Subject to paragraph (b) hereof, if there has not been a Successful Remarketing prior to the Purchase Contract Settlement Date, Holders of Separate Senior Notes and Holders of Senior Notes that are a component of Corporate Units will, subject to this Section 8.05, have the right (the “Put Right”) to require the Company to purchase their Senior Notes, on the Purchase Contract Settlement Date, at a price per Senior Note equal to $1,000.00, plus accrued and unpaid interest to but excluding the Purchase Contract Settlement Date (the “Put Price”).

  • Call Rights (a) Subject to the terms and conditions of this Section 4, the Company shall have the following call rights with respect to the Warrant:

  • General Partner Right of First Refusal The transferring Partner shall give written notice of the proposed transfer to the General Partner, which notice shall state (i) the identity of the proposed transferee, and (ii) the amount and type of consideration proposed to be received for the transferred Partnership Units. The General Partner shall have ten (10) days upon which to give the transferring Partner notice of its election to acquire the Partnership Units on the proposed terms. If it so elects, it shall purchase the Partnership Units on such terms within ten (10) days after giving notice of such election. If it does not so elect, the transferring Partner may transfer such Partnership Units to a third party, on economic terms no more favorable to the transferee than the proposed terms, subject to the other conditions of this Section 11.3.

  • No Creation of a Partnership or Exclusive Purchase Right Nothing contained in this Agreement, and no action taken pursuant hereto shall be deemed to constitute the relationship created hereby between the Note Holders as a partnership, association, joint venture or other entity. No Note Holder shall have any obligation whatsoever to offer to any other Note Holder the opportunity to purchase a participation interest in any future loans originated by such Note Holder or its Affiliates and if any Note Holder chooses to offer to any other Note Holder the opportunity to purchase a participation interest in any future mortgage loans originated by such Note Holder or its Affiliates, such offer shall be at such purchase price and interest rate as such Note Holder chooses, in its sole and absolute discretion. No Note Holder shall have any obligation whatsoever to purchase from any other Note Holder a participation interest in any future loans originated by such Note Holder or its Affiliates.

  • Partnership Units Each Partner shall own Partnership Units in the amounts set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately redemptions, additional Capital Contributions, the issuance of additional Partnership Units or similar events having an effect on the number of Partnership Units held by, and the Percentage Interest of, any Partner. Each Partnership Unit shall entitle the holder thereof to one vote on all matters on which the Partners (or any portion of the Partners) are entitled to vote under this Agreement.

  • Put Option The Company hereby grants to Lender an option (the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party.

  • Limited Preemptive Right Except as provided in this Section 5.9 and in Section 5.2, no Person shall have any preemptive, preferential or other similar right with respect to the issuance of any Partnership Security, whether unissued, held in the treasury or hereafter created. The General Partner shall have the right, which it may from time to time assign in whole or in part to any of its Affiliates, to purchase Partnership Securities from the Partnership whenever, and on the same terms that, the Partnership issues Partnership Securities to Persons other than the General Partner and its Affiliates, to the extent necessary to maintain the Percentage Interests of the General Partner and its Affiliates equal to that which existed immediately prior to the issuance of such Partnership Securities.

  • Preemptive Right The Company shall give each Shareholder thirty (30) days’ prior written notice of the proposed issuance or sale by the Company of any Common Stock, Preferred Stock, or any Stock Equivalent (each, a “New Issuance”) other than Common Stock, Preferred Stock or Stock Equivalents issued or sold by the Company (i) to the Company’s employees, consultants or directors pursuant to arrangements approved by the Board of Directors, (ii) in connection with acquisitions of other companies or businesses, (iii) as a stock split or stock dividend, (iv) pursuant to the exercise, conversion or exchange of any then outstanding Stock Equivalent, (v) pursuant to a public offering registered under the Securities Act, or (vi) in connection with a Change of Control Transaction. Such notice shall specify the number and class of securities to be issued, the rights, terms and privileges thereof, the price at which such securities shall be issued and the portion such Shareholder shall be entitled to purchase pursuant to this Section. Each Shareholder shall be entitled to purchase that portion of a New Issuance equal to a fraction, the numerator of which shall be the total number of Shares owned by such Shareholder, giving effect, without duplication, to all Stock Equivalents owned by such Shareholder, whether or not then convertible, exercisable or exchangeable, but only to the extent then vested, and the denominator of which shall be the total number of Shares then outstanding, giving effect, without duplication, to all Stock Equivalents outstanding, whether or not then convertible, exercisable or exchangeable, but only to the extent then vested (including such Shareholder’s Shares), at the most favorable price and on the most favorable terms as are offered to any other Persons, by giving written notice of such election to the Company within fifteen (15) days after notice of such New Issuance has been given to such Shareholder; provided, however, that no Shareholder shall have any right to purchase securities pursuant to this Section if, prior to a sale of securities to such Shareholder pursuant to this Section, such securities would be required to be registered under the Securities Act. The failure of a Shareholder to give any written notice specified in this Section within the time period specified herein shall be deemed to be a waiver of such Shareholder’s rights under this Section.

  • Purchase or Sale of Partnership Interests The General Partner may cause the Partnership to purchase or otherwise acquire Partnership Interests or Derivative Partnership Interests. As long as Partnership Interests are held by any Group Member, such Partnership Interests shall not be considered Outstanding for any purpose, except as otherwise provided herein. The General Partner or any Affiliate of the General Partner may also purchase or otherwise acquire and sell or otherwise dispose of Partnership Interests for its own account, subject to the provisions of Articles IV and X.

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