Redemption of the Series A Preferred Units Sample Clauses

Redemption of the Series A Preferred Units. (i) On or after August 1, 2017, the holders of Series A Preferred Units (other than the General Partner) shall have the right (the “Series A Redemption Right”) to require the Partnership to redeem the Series A Preferred Units in whole or in part, at any time and from time to time, by delivering a notice (the “Notice of Redemption”) upon not less than 30 days as set forth herein, subject to the provisions described below, in cash in an amount equal to the holder’s Capital Account after the Carrying Values of all Partnership assets are adjusted and the holder’s Capital Account is adjusted accordingly for the Series A Preferred Units being redeemed. Any such Series A Redemption Right shall be exercised pursuant to notice of redemption (a “Series A Notice of Redemption”), substantially in the form attached to the Agreement as Exhibit B, delivered to the Partnership (with a copy to the General Partner) by the Limited Partner who is exercising the Series A Redemption Right (the “Series A Redeeming Partner”).
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Redemption of the Series A Preferred Units. (i) Except in connection with the redemption of the Series A Preferred Shares by the General Partner as permitted by Article VI of the Declaration of Trust, the Series A Preferred Units shall not be redeemable prior to April 1, 2001. On and after April 1, 2001, the General Partner may, at its option, cause the Partnership to redeem the Series A Preferred Units for Class A Units, in whole or in part, as set forth herein, subject to the provisions described below.
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Redemption of the Series A Preferred Units. (a) The Series A Preferred Units shall be redeemed by the Partnership, in whole or in part, at the option of the Company, in its capacity as the holder of the Series A Preferred Units, at any time that the Company may redeem the Series A Preferred Stock, provided that the Company shall redeem an equivalent number of Series A Preferred Stock. Such redemption of Series A Preferred Units shall occur substantially concurrently with the redemption by the Company of such Series A Preferred Stock (the “Series A Redemption Date”).
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Redemption of the Series A Preferred Units. (i) If at any time following a change of control, the Series A Preferred Stock is not listed on the New York Stock Exchange or American Stock Exchange, or quoted on NASDAQ, the General Partner will have the option to cause the Partnership to redeem the Series A Preferred Units, in whole but not in part, within 90 days after the first date on which both the change of control has occurred and the Series A Preferred Stock is not so listed or quoted, for cash at $25.00 per Series A Preferred Unit plus any accrued and unpaid distributions with respect to the Series A Preferred Units to the Redemption Date.
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Redemption of the Series A Preferred Units. It is the parties’ intention that upon the last to die of H. Xxxxx Xxxxxx and Xxxxxxx X. Xxxxxx, the Series A Preferred Units may be redeemed pursuant to a Series A Preferred Redemption as described in Section 16.4(A) of the Partnership Agreement by offsetting the Series A Preferred Redemption Amount against the amount due and payable on the Promissory Note, provided that the aggregate Series A Preferred Redemption Amount equals or exceeds the amount due and payable on the Promissory Note, with the excess balance of the Series A Preferred Redemption Amount to be paid by the Partnership to the holders of the Series A Preferred Units in full satisfaction of the Series A Preferred Units. This provision does not release or alter the Knuppes’ obligations under the Promissory Note but instead provides a manner for repayment of the amounts due and payable on the Promissory Note following the last to die of the Knuppes. As a condition for entering into this Letter Agreement (the “Condition Precedent”), the General Partner and the Knuppes (along with any related parties which own the Knuppe Properties, as defined herein) agree to execute a right of first offer agreement (the “ROFO Agreement”) within 60 days of the effective date of this Letter Agreement whereby upon the date of death of the last to die of the Knuppes, the Partnership will be given a right of first offer to acquire from the Knuppes' estate the properties commonly referred to as: i) AAAAA Rent-A-Space-Moraga, Ltd. Limited Partnership, ii) AAAAA Rent-A-Space, Xxxxxx City, Ltd. Limited Partnership, and iii) AAAAA Rent-A-Space, Maui Limited Partnership (“Knuppe Properties”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Partnership Agreement. This Letter Agreement may be executed in any number of counterparts with the same effect as if all the signatories had signed the same document. All counterparts shall be construed together and shall constitute one agreement. ***Remainder of this page left intentionally blank*** If the foregoing meets with your approval, kindly countersign this Letter Agreement below to indicate your acceptance and agreement to its terms. Sincerely, EXTRA SPACE STORAGE LP, a Delaware limited partnership By: ESS HOLDINGS BUSINESS TRUST I, a Massachusetts business trust, its sole general partner By: /s/ Xxxx X XxXxxx Name: Xxxx X XxXxxx Title: Trustee Accepted and agreed as of the date first above written. ESS HOLDINGS BUSINESS T...
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Redemption of the Series A Preferred Units 
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Related to Redemption of the Series A Preferred Units

  • Preferred Units Without the consent of any Common Unitholder and notwithstanding anything herein to the contrary, the Board may cause the Company to issue one or more series of Preferred Units, which Preferred Units would have rights senior to those of the Common Units, and such other characteristics as the Board may determine, but, for so long as the Company operates as a closed-end management investment company, in a manner that complies with the legal requirements applicable to a closed-end management investment company. Prior to the issuance of a series of Preferred Units, the Board shall set the terms, preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions, qualifications and terms or conditions of redemption.

  • Series A Preferred Stock On the Closing Date, each Subscriber shall purchase and the Company shall sell to each such Subscriber, the number of shares of Preferred Stock designated on such Subscriber’s signature page hereto for such Subscriber’s Purchase Price indicated thereon.

  • Preferred Stock Shares of Preferred Stock may be issued from time to time in one or more series, each of such series to have such terms as stated or expressed herein and in the resolution or resolutions providing for the creation and issuance of such series adopted by the Board of Directors as hereinafter provided. Authority is hereby expressly granted to the Board of Directors from time to time to issue the Preferred Stock in one or more series, and in connection with the creation of any such series, by adopting a resolution or resolutions providing for the issuance of the shares thereof and by filing a certificate of designation relating thereto in accordance with the DGCL (a “Certificate of Designation”), to determine and fix the number of shares of such series and such voting powers, full or limited, or no voting powers, and such designations, preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions thereof, including without limitation thereof, dividend rights, conversion rights, redemption privileges and liquidation preferences, and to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series as shall be stated and expressed in such resolutions, all to the fullest extent now or hereafter permitted by the DGCL. Without limiting the generality of the foregoing, the resolution or resolutions providing for the creation and issuance of any series of Preferred Stock may provide that such series shall be superior or rank equally or be junior to any other series of Preferred Stock to the extent permitted by law and this Second Amended and Restated Certificate (including any Certificate of Designation). Except as otherwise required by law, holders of any series of Preferred Stock shall be entitled only to such voting rights, if any, as shall expressly be granted thereto by this Second Amended and Restated Certificate (including any Certificate of Designation). The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the DGCL.

  • Series B Preferred Stock Section 1.2(d)......................... 5 Shares............................ Section 3.2(a).........................

  • Preferred Shares The Preferred Shares have been duly and validly authorized, and, when issued and delivered pursuant to this Agreement, such Preferred Shares will be duly and validly issued and fully paid and non-assessable, will not be issued in violation of any preemptive rights, and will rank pari passu with or senior to all other series or classes of Preferred Stock, whether or not issued or outstanding, with respect to the payment of dividends and the distribution of assets in the event of any dissolution, liquidation or winding up of the Company.

  • Conversion of Preferred Stock If the Class is a class and series of the Company’s convertible preferred stock, in the event that all outstanding shares of the Class are converted, automatically or by action of the holders thereof, into common stock pursuant to the provisions of the Company’s Certificate of Incorporation, including, without limitation, in connection with the Company’s initial, underwritten public offering and sale of its common stock pursuant to an effective registration statement under the Act (the “IPO”), then from and after the date on which all outstanding shares of the Class have been so converted, this Warrant shall be exercisable for such number of shares of common stock into which the Shares would have been converted had the Shares been outstanding on the date of such conversion, and the Warrant Price shall equal the Warrant Price in effect as of immediately prior to such conversion divided by the number of shares of common stock into which one Share would have been converted, all subject to further adjustment thereafter from time to time in accordance with the provisions of this Warrant.

  • Preferred Stock Record Date Each person in whose name any certificate for a number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of such fractional shares of Preferred Stock (or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Rights Certificate shall not be entitled to any rights of a stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

  • Availability of Shares of Preferred Stock (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock or any shares of Preferred Stock held in its treasury, the number of shares of Preferred Stock that will be sufficient to permit the exercise in full of all outstanding Rights.

  • Conversion of Subordinated Units (a) All of the Subordinated Units shall convert into Common Units on a one-for-one basis on the first Business Day following the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of the final Quarter of the Subordination Period.

  • Redemption of Shares In connection with the Fund's redemption of its Shares, the Fund hereby authorizes the Distributor to repurchase, upon the terms and conditions hereinafter set forth, as the Fund's agent and for the Fund's account, such Shares as may be offered for sale to the Fund from time to time by holders of such Shares or their agents.

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