Right to Exchange Clause Samples
The Right to Exchange clause grants a party the ability to substitute one item, asset, or service for another under specified conditions within a contract. Typically, this clause outlines the process for requesting an exchange, any limitations on what can be exchanged, and the timeframe in which exchanges are permitted. Its core practical function is to provide flexibility for parties to adapt to changing needs or circumstances, thereby reducing the risk of dissatisfaction or non-performance due to unsuitable goods or services.
Right to Exchange. (i) Series K Preferred Units will be exchangeable in whole but not in part unless expressly otherwise provided herein at anytime on or after October 30, 2012, at the option of the holders of 51% of all outstanding Series K Preferred Units, for authorized but previously unissued Series K Preferred Shares at an exchange rate of one Series K Preferred Share from the General Partner for one Series K Preferred Unit, subject to adjustment as described below (the “Exchange Price”), provided that the Series K Preferred Units will become exchangeable at any time, in whole but not in part unless expressly otherwise provided herein, at the option of the holders of 51% of all outstanding Series K Preferred Units for Series K Preferred Shares if at any time full distributions shall not have been timely made on any Series K Preferred Unit with respect to six (6) prior quarterly distribution periods, whether or not consecutive, provided, however, that a distribution in respect of Series K Preferred Units shall be considered timely made if made within two (2) Business Days after the applicable Preferred Unit Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were not timely made. Furthermore, the Series K Preferred Units, if the holders of 51% of all outstanding Series K Preferred Units so determine, may be exchanged in whole but not in part (regardless of whether held by one or more holders) for Series K Preferred Shares if (1) the holders of 51% of all outstanding Series K Preferred Units conclude based on results or projected results that there exists (in the reasonable judgment of such holder) an imminent and substantial risk that the holder’s interest in the Partnership represents or will represent more than the 19.5% Limit, (2) such holders deliver to the General Partner an opinion of independent counsel to the effect that there is a substantial risk that its interest in the Partnership does not or will not satisfy the 19.5% Limit and (3) the General Partner agrees with the conclusions referred to in clauses (1) and (2) of this sentence, such agreement not to be unreasonably withheld; provided, however, that if, as a result of such conclusion, such holders’ interest in the Partnership is reduced pursuant to the last sentence of Section 19.7 hereof (which procedure shall be available to such holders to the exclusion of the procedure under this sentence for so...
Right to Exchange. (i) Series D Preferred Units shall be exchangeable in whole or in part at any time on or after the tenth anniversary of the date hereof, at the option of the holders thereof, for authorized but previously unissued shares of Series D Preferred Stock at an exchange rate of one share of Series D Preferred Stock for one Series D Preferred Unit, subject to adjustment as described below (the "Exchange Price"), provided that the Series D Preferred Units will become exchangeable at any time, in whole or in part, at the option of the holders of Series D Preferred Units for Series D Preferred Stock if (A) at any time full distributions shall not have been timely made on the applicable Preferred Unit Distribution Payment Date on any Series D Preferred Unit with respect to 6 prior quarterly distribution periods, whether or not consecutive, provided, however, that a distribution in respect of Series D Preferred Units shall be considered timely made if made within two Business Days after the applicable Preferred Unit Distribution Payment Date if at the time of such late payment there shall not be any prior quarterly distribution periods in respect of which full distributions were made more than two Business Days after the applicable Preferred Unit Distribution Payment Date, or (B) upon receipt by a holder or holders of Series D Preferred Units of (I) notice from the General Partner that the General Partner or a Subsidiary of the General Partner has taken the position that the Partnership is, or upon the occurrence of a defined event in the immediate future will be, a PTP and (II) an opinion rendered by an outside nationally recognized independent counsel familiar with such matters addressed to a holder or holders of Series D Preferred Units, that the Partnership is or likely is, or upon the occurrence of a defined event in the immediate future will be or likely will be, a PTP. In addition, the Series D Preferred Units may be exchanged for Series D Preferred Stock, in whole or in part, at the option of any holder prior to the tenth anniversary of the issuance date and after the third anniversary thereof if such holder of a Series D Preferred Units shall deliver to the General Partner either (A) a private letter ruling addressed to such holder of Series D Preferred Units or (B) an opinion of independent counsel reasonably acceptable to the General Partner based on the enactment of temporary or final Treasury Regulations or the publication of a Revenue Ruling, in either ca...
Right to Exchange. 39 (b) Effect of Exchange; Procedure. ...............................................................39 (c) Common Stock Equivalents.......................................................................40 (d) Insufficient Common Stock......................................................................40 (e) Fractional Shares..............................................................................40
Right to Exchange. The Company may, at its option, at any time and from time to time after the first occurrence of a Flip-in Event, exchange all or part of the then outstanding and exercisable Rights (other than Rights which have become void as provided in Section 7(e) (Exercise of Rights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights)) for the Exchange Number of shares of Common Stock, shares or units of Preferred Stock which the Board has determined to be a Common Stock Equivalent, units of other property or any combination thereof as determined by the Board. Notwithstanding the foregoing, the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary or any entity holding shares of Common Stock for or pursuant to any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares of Common Stock then outstanding. The exchange of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Board in its sole discretion may establish.
Right to Exchange. (i) Subject to the other terms and conditions of this Section 6, Series C Preferred Units will be exchangeable in whole but not in part with GGPI at any time on or after June 1, 2012, at the option of the holders of at least fifty-one percent (51%) of all outstanding Series C Preferred Units, for authorized but previously unissued Common Shares (and in the event such option is exercised, such exercise and the Series C Exchange Notice (as defined below) given in connection therewith shall be deemed to apply to all issued and outstanding Series C Preferred Units and the holders thereof). Each holder of Series C Preferred Units will be entitled to receive for each Series C Preferred Unit held by it a number of Common Shares equal to the quotient of the Capital Account relating to such Series C Preferred Unit (adjusted and booked up or down to reflect fair market value of Company assets through the exchange closing date) (the amount of such Capital Account, the “Series C Exchange Price”) divided by the Current Per Share Market Price as of the Trading Day immediately preceding the exchange closing date. This exchange right is only exercisable if, at the time of exercise, the fair market value of the Company’s assets exceeds the Company’s liabilities (and any preferred security claims senior to the Series C Preferred Units) by an amount at least equal to twice the sum of (1) the aggregate Capital Accounts of all holders of Series C Preferred Units plus (2) the aggregate Capital Accounts of all holders of Series C Parity Units.
(ii) Notwithstanding anything to the contrary set forth in Section 6(a)(i) of this Schedule B, if a Series C Exchange Notice has been delivered to the Managing Member and GGPI, then the Managing Member or GGPI may at its option, within ten (10) Business Days after receipt of the Series C Exchange Notice, elect to purchase or cause the Company to redeem all or a portion of the outstanding Series C Preferred Units for cash at the Series C Exchange Price per Series C Preferred Unit. If such election by GGPI is made with respect to fewer than all of the outstanding Series C Preferred Units, the number of Series C Preferred Units held by each holder of Series C Preferred Units to be redeemed or purchased shall equal such holder’s pro rata share (based on the percentage of the aggregate number of outstanding Series C Preferred Units that the total number of Series C Preferred Units held by such holder of Series C Preferred Units represents) of t...
Right to Exchange. That the Lessor reserves the right to exchange the property pursuant to SDCL 5-5-14, and the exchange and termination of this lease are further subject to ARSD 4:01:08.
Right to Exchange. The Company may, at its option, at any time and from time to time after the first occurrence of a flip-in Event, exchange all or part of the then outstanding and exercisable Rights (other than Rights which have become void as provided in Section 7(e)) for the Exchange Number of shares of Common Stock, shares or units of Preferred Stock which the Board has determined to be a Common Stock Equivalent, units of other property or any combination thereof as determined by the Board. Notwithstanding the foregoing, the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Person (other than the Company, any such Subsidiary or any entity holding shares of Common Stock for or pursuant to any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares of Common Stock then outstanding. The exchange of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Board in its sole discretion may establish.
Right to Exchange a) You have the right to exchange this tenancy by way of assignment with that of another assured periodic or secure tenant of a registered provider of social housing or a local authority subject to first getting our written consent. We will only refuse consent in the same circumstances where a council landlord would be able to refuse consent.
b) You must not charge any premium in relation to an exchange of this tenancy.
Right to Exchange. In addition to and without limiting the rights of the Holder under the terms of this Warrant, but subject to the provisions of Section 1.2, the Holder shall have the right to exchange this Warrant or any portion hereof (the "Exchange Right") for Shares as provided in this Section 7. Upon exercise of the Exchange Right with respect to a particular number of Shares subject to this Warrant (the "Exchange Warrant Shares"), the Company shall deliver to the Holder (without payment by the Holder of any cash or other consideration other than shares of Common Stock in the case of clause (i) of the first sentence of Section 7.2) that number of Shares equal to the quotient obtained by dividing (x) the value of this Warrant (or the specified portion hereof) on the Exchange Date (as defined in Section 7.2 hereof), which value shall be equal to the aggregate Fair Market Value of the Exchange Warrant Shares issuable upon exchange of this Warrant (or the specified portion hereof) on the Exchange Date (as herein defined) minus, in the case of clause (ii) of the first sentence of Section 7.2, the aggregate Warrant Price of the Exchange Warrant Shares immediately prior to the exercise of the Exchange Right by (y) the Fair Market Value of one Share on the Exchange Date (as herein defined). No fractional shares shall be issuable upon exercise of the Exchange Right, and if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the Holder an amount in cash equal to the Fair Market Value of the resulting fractional share on the Exchange Date (as herein defined).
Right to Exchange. The Company may, at its option, at any time ----------------- and from time to time after the first occurrence of a Flip-in Event, exchange all or part of the then outstanding and exercisable Rights (other than Rights which have become void as provided in Section 7(e) (Exercise of Rights; Purchase ---------------------------- Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights)) -------------------------------- ---------------------------------------- for the Exchange Number of shares of Common Stock, shares or units of Preferred Stock which the Board has determined to be a Common Stock Equivalent, units of other property or any combination thereof as determined by the Board. Notwithstanding the foregoing, the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary or any entity holding shares of Common Stock for or pursuant to any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares of Common Stock then outstanding. The exchange of the Rights by the Company may be made effective at such time, on such basis and with such conditions as the Board in its sole discretion may establish.