Exchange Election Notice definition

Exchange Election Notice has the meaning set forth in Section 11.03(b).

Exchange Election Notice means a written notice from a Continuing Investor to a Continuing Investors Partnership, substantially in the form attached hereto as Schedule 1;

Exchange Election Notice has the meaning given such term in Section 16.3(b).

Examples of Exchange Election Notice in a sentence

• Except as otherwise provided in this Section 2.6, a Direct Exchange shall be consummated pursuant to the same timeframe and in the same manner as the relevant Exchange would have been consummated had the Corporation not delivered a Direct Exchange Election Notice.

• If the Exchange Election Notice includes the exercise of the Registered Sale Option, the proceeds from the sale of the Offered Shares shall be paid over to the applicable holder promptly upon receipt.

• If the Exchange Election Notice does give rise to such a withdrawal right, but such right is not exercised by the exchanging holder, the Trust shall deliver the Paired Shares, Exchange Promissory Note and/or cash required to be delivered pursuant to such Exchange Election Notice within five (5) Business Days after the expiration of such withdrawal right.

• If the Exchange Election Notice relating to an exercise of the Class A Exchange Right does not give rise to a withdrawal right pursuant to paragraph (a)(iii) above, such Exchange Election Notice shall be accompanied by the delivery of the Paired Shares and/or cash required to be delivered pursuant to such Exchange Election Notice.

• A Direct Exchange Election Notice may be revoked by the Corporation at any time; provided, that any such revocation does not prejudice the ability of the parties to consummate an Exchange or Direct Exchange on the Exchange Date.

More Definitions of Exchange Election Notice

Exchange Election Notice has such meaning as set forth in Section 2.11(b).

Exchange Election Notice has the meaning set forth in Section 11.03(b). “Fair Market Value” means, with respect to any asset, its fair market value determined according to Article XV. “Fiscal Period” means any interim accounting period within a Taxable Year established by the Company and which is permitted or required by Section 706 of the Code. “Fiscal Year” means the Company’s annual accounting period established pursuant to Section 8.02. “Formation Date” has the meaning set forth in the recitals to this Agreement. “Governmental Entity” means (a) the United States of America, (b) any other sovereign nation, (c) any xxxxx, xxxxxxxx, xxxxxxxx, xxxxxxxxx or other political subdivision of (a) or (b) of this definition, including any county, municipal or other local subdivision of the foregoing, or (d) any entity exercising executive, legislative, judicial, regulatory or administrative functions of government on behalf of (a), (b) or (c) of this definition. “Gross Asset Value” means, with respect to any asset of the Company, such asset’s adjusted basis for federal income tax purposes except as follows: (a) the initial Gross Asset Value of (i) the assets contributed by each Member to the Company prior to the date hereof is the gross fair market value (as defined in Treasury Regulation section 1.704-1(b)(2)(iv)(h)) of such contributed assets as indicated in the books and records of the Company as of the date hereof; and (ii) any asset hereafter contributed by a Member, other than money, is the gross fair market value (as defined in Treasury Regulation section 1.704-1(b)(2)(iv)(h)) thereof as agreed to by the Manager and the contributing party; (b) if the Manager reasonably determines that an adjustment is necessary or appropriate to reflect the relative economic interests of the Members, the Gross Asset Values of the Company assets shall be adjusted to equal their respective gross fair market values, as reasonably determined by the Manager, as of the following times:

Exchange Election Notice. Section 10.03(a) “Expenses” Section 11.02(e) “Final Tax Distribution Amount” Section 5.03(e)(ii) “GAAP” Section 3.04(b) “Indemnification Sources” Section 11.02(e) “Indemnitee-Related Entities” Section 11.02(e)(i) “Initiating Party” Section 14.01

Exchange Election Notice shall have the meaning set forth in Section 5.1(a).

Exchange Election Notice has the meaning set forth in Section 11.03(b). “Executives” has the meaning set forth in the recitals to this Agreement.

Exchange Election Notice. ‎10.03(b) “Expenses” ‎11.02(e) “GAAP” ‎3.03(b) “Indemnification Sources” ‎11.02(e) “Indemnitee-Related Entities” ‎11.02(e)(i) “Initial LLC Agreement” Recitals “IPO” Recitals “Jointly Indemnifiable Claims” ‎11.02(e)(ii) “Member Parties” ‎13.11 “Member Schedule” ‎3.01(b) “Officers” ‎7.05(a) “Pubco” Preamble 11

Exchange Election Notice has the meaning set forth in Section 11.3. “Excluded Instruments” has the meaning set forth in Section 4.9. “Final Tax Statements” has the meaning set forth in Section 8.4.2.3. “Fiscal Year” means (i) any twelve (12) month period commencing on January 1 and ending on December 31 or (ii) any portion of the period described in clause (i) of this sentence for which the Company is required to allocate Profits, Losses and other items of Company income, gain, loss or deduction pursuant to Article 4, subject to, in either case for tax matters, Section 706 of the Code. “GAAP” means U.S. generally accepted accounting principles, in effect as of the date of determination thereof.