EQY definition
Examples of EQY in a sentence
Except for LIH’s obligation to vote for a Director Nominee in accordance with the LIH Voting Obligation hereunder and subject to Section 2.8, LIH may vote shares of EQY Common Stock and Class A Common Stock Beneficially Owned by Liberty Group at any meeting of the stockholders of Equity One (or with respect to any action of such stockholders by written consent) in any manner it deems appropriate, in its sole and absolute discretion.
Notwithstanding the foregoing, LIH shall not be obligated to sell all or any part of the First Offered EQY Shares to a third party other than to the Gazit Group in accordance with this Article 3 if it delivers a Shares First Offer Election.
Any First Offered EQY Shares not sold (x) within such 120-day period or (y) for a price equal to or greater than the Minimum Price shall continue to be subject to the Gazit Share ROFO.
For the avoidance of doubt, where Liberty Group’s respective aggregate relative Beneficial Ownership of Equity One is less vis-à-vis ▇▇▇▇▇-▇▇▇▇, Liberty Group will be entitled to include in such Gazit Sale up to the maximum number of shares of EQY Common Stock that ▇▇▇▇▇-▇▇▇▇ would be entitled to include in such sale assuming ▇▇▇▇▇-▇▇▇▇ was participating at the maximum level.
In order to enforce the restrictions on transfer set forth in Articles 3 and 4 of this Agreement, Equity One shall have the right to place restrictive legends on the certificates representing the EQY Shares and to impose stop transfer instructions with respect to such securities.
For the avoidance of doubt, LIH may not submit a Shares Sale Offer Notice unless it has a good faith intention of selling such First Offered EQY Shares to a third party in an arm’s length transaction.
Subject to provisions of Section 3.4(f), if the Gazit Group fails to make a Shares First Offer Election during the applicable Shares Offer Period, then the First Offered EQY Shares may be sold by LIH at any time within 120 days after the termination of the applicable Shares Offer Period to any other Person; provided, that the purchase price for the First Offered EQY Shares shall equal at least ninety five percent (95%) of the Share Price (the “Minimum Price”).
The Equityholders acknowledge and agree that Equity One may, but is under no obligation to, hold a special meeting to seek approval of the Amended EQY Charter.
For the avoidance of doubt, each threshold in subsection (ii) and (iii) is a “low water ▇▇▇▇,” such that at such time as any threshold described in (ii) or (iii) is met, resulting in a termination of any of the various rights and obligations of the parties, the later acquisition of additional EQY Common Stock (whether through open market purchases or otherwise) will not reinstate such rights or obligations.
Such sales shall be effected by LIH’s delivery to the Gazit Group of a certificate or certificates or other instrument evidencing the First Offered EQY Shares to be purchased, free of encumbrances, duly endorsed for transfer to the Gazit Group against payment in cash to LIH of the Share Price times the number of First Offered EQY Shares by the Gazit Group.