LIH definition
Examples of LIH in a sentence
All notices, requests and other communications to any party hereunder shall be in writing (including telecopy) and shall be given, if to LIH to: LIH Holdings, LLC c/o Harvest Partners, Inc.
Prior to the Standstill Termination Date, no LIH Entity, nor any Affiliate or Associate thereof which acquires Voting Securities in accordance with the terms of this Agreement, will Transfer Beneficial Ownership of any Voting Securities to any of their respective Affiliates or Associates unless each such Person becomes a signatory to this Agreement and a party hereunder.
LIH II hereby assigns to Harvest Partners III, L.P., a Delaware limited partnership ("HP III"), all of its rights under this Agreement relative to (i) LIH II's designation of an LIH II representative on the Board of Directors, and (ii) any management rights to which it may be entitled pursuant to Section 2.05 below.
The Gazit Group agrees that in the event that a Parent Section 16 Person is approved by the Equity One Board as the LIH nominee pursuant to Section 2.3, then such LIH nominee will be deemed qualified by the Gazit Group for purposes of this Section 2.7.
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.
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 Sections 2.8 and 7.1 of this Agreement, if Liberty Group acquires Additional Shares, such Additional Shares will be subject to (or benefit from) the LIH Tag Rights, Gazit ROFOs, LIH Voting Obligation and Section 2.8. In addition, as provided in Section 2.8, Liberty Group may only acquire Additional Shares, directly or indirectly, through a U.S. controlled entity.
Such legend shall be placed on all certificates held by the LIH Entities during the continuance of this Agreement.
If Equity One desires to purchase all or any portion of the Transfer Shares, Equity One shall communicate in writing its election (the “Transfer Election”) to purchase the Transfer Shares, which communication shall state the number of Transfer Shares that Equity One desires to purchase and shall be given to LIH within fourteen (14) Business Days of the date of the Transfer Notice (the “Transfer Election Period”).