Exchange Upon Specified Transactions. If the Company elects to:
Exchange Upon Specified Transactions. If Host REIT elects to: (1) distribute to all holders of the Host REIT Common Stock certain rights entitling them to purchase, for a period expiring within 45 days, shares of Host REIT Common Stock at less than the Closing Sale Price of Host REIT Common Stock on the Trading Day immediately preceding the declaration date of such distribution; or (2) distribute to all holders of Host REIT Common Stock the Company’s or Host REIT’s assets, debt securities or certain rights to purchase securities of the Company or Host REIT, which distribution (excluding for this purpose a distribution solely in the form of cash required to preserve the status of Host REIT as a real estate investment trust) has a per share value exceeding 12.5% of the Closing Sale Price of the Host REIT Common Stock on the Trading Day immediately preceding the declaration date of such distribution; the Company must notify the Holders of Exchangeable Debentures at least twenty (20) calendar days prior to the Ex-Dividend Date for such distribution.
Exchange Upon Specified Transactions. If the Guarantor elects to:
Exchange Upon Specified Transactions. If the Company elects to: (1) distribute to all holders of the Common Stock any rights, warrants or options entitling them for a period of not more than 45 days after the issuance thereof to subscribe for or purchase Common Stock at an exercise price per share of Common Stock less than the Closing Sale Price of the Common Stock on the Business Day immediately preceding the time of announcement of such issuance; or (2) distribute to all holders of Common Stock assets, debt securities or certain rights to purchase securities of the Issuer or the Company, which distribution (excluding for this purpose a distribution solely in the form of cash required to preserve the status of the Company as a real estate investment trust) has a per share value exceeding 15% of the average of the Closing Sale Prices of the Common Stock for the 5 consecutive Trading Days ending on the date immediately preceding the declaration date of such distribution, the Issuer must notify the Holders of Notes at least 25 Scheduled Trading Days prior to the ex-dividend date for such distribution described in clause (1) or clause (2).
Exchange Upon Specified Transactions. If the Guarantor elects to: (1) distribute to all holders of the Common Stock rights, warrants or options entitling them for a period of up to forty-five (45) days after the issuance thereof to subscribe for or purchase Common Stock at an exercise price per share of Common Stock less than the Closing Sale Price of Common Stock on the Business Day immediately preceding the declaration date of such distribution; or (2) distribute to all holders of Common Stock assets, debt securities or rights to purchase securities of the Issuer or the Guarantor, which distribution (excluding for this purpose a distribution solely in the form of cash required to preserve the status of the Guarantor as a real estate investment trust) has a per share value exceeding 10% of the average of the Closing Sale Prices of the Common Stock for the five (5) consecutive Trading Days ending on the date immediately preceding the declaration date of such distribution; 57 the Issuer must notify the Holders of Notes at least twenty (20) calendar days prior to the ex-dividend date for such distribution. Following the issuance of such notice, Holders may surrender their Notes for exchange at any time until the earlier of the close of business on the Business Day immediately preceding the ex-dividend date or an announcement that such distribution will not take place; provided, however, that a Holder may not exchange its Notes pursuant to this Section 13.01(a)(iv) if such Holder participates in the distribution, without exchange of its Notes, as if such Holder held on the date such distribution is made a number of shares of Common Stock equal to a fraction the numerator of which is the product of the Exchange Rate in effect on the ex-dividend date for such distribution, and the aggregate principal amount of Notes held by such Holder and the denominator of which is one thousand ($1,000). The “ex-dividend date” means, with respect to any distribution on shares of Common Stock, the first date upon which a sale of the Common Stock does not automatically transfer the right to receive the relevant distribution from the seller of the Common Stock to its buyer. In addition, if the Guarantor is a party to (1) a share exchange or tender offer, liquidation, consolidation, recapitalization, reclassification, combination or merger, or a sale or lease or other transfer of all or substantially all of its respective properties and assets, or a series of related transactions or events, in each case pursuant to w...
Exchange Upon Specified Transactions. If the Parent Guarantor elects to:
Exchange Upon Specified Transactions. If Strategic Hotels elects to: (1) distribute to all holders of the Common Stock any rights, warrants or options entitling them for a period of not more than forty five (45) days after the date of issuance thereof to subscribe for or purchase Common Stock, in any case, at an exercise price per share of Common Stock less than the Closing Sale Price of Common Stock on the Trading Day immediately preceding the time of announcement of such issuance; or (2) distribute to all holders of Common Stock assets, debt securities or certain rights to purchase securities of the Issuer or Strategic Hotels, which distribution (excluding for this purpose a distribution solely in the form of cash required to preserve the status of Strategic Hotels as a real estate investment trust) has a per share value exceeding 12.5% of the average of the Closing Sale Prices of the Common Stock for the twenty (20) consecutive Trading Days ending on the date immediately preceding the declaration date of such distribution, the Issuer must notify the Holders of Notes at least fifty (50) Scheduled Trading Days prior to the ex-dividend date for such distribution described in clause (1) or clause (2).
Exchange Upon Specified Transactions. If the Guarantor elects to: (1) distribute to all, or substantially all, holders of the Common Stock any rights, warrants or options entitling them for a period of sixty (60) days after the issuance thereof to subscribe for or purchase Common Stock at an exercise price per share of Common Stock less than the average of the Closing Sale Prices of Common Stock for the ten (10) consecutive Trading Day period ending on the Trading Day immediately preceding the declaration date of such distribution; or (2) distribute to all, or substantially all, holders of Common Stock assets, debt securities or certain rights to purchase securities of the Issuer or the Guarantor, which distribution (excluding for this purpose a distribution solely in the form of cash required to preserve the status of the Guarantor as a real estate investment trust) has a per share value exceeding 10% of the average of the Closing Sale Prices of the Common Stock for the ten (10) consecutive Trading Days ending on the date immediately preceding the declaration date of such distribution, the Issuer must notify the Holders of Notes at least fifty-five (55) Scheduled Trading Days prior to the Ex-Dividend Date for such distribution.
Exchange Upon Specified Transactions. If the Guarantor elects to: (1) distribute to all holders of the Common Stock rights, warrants or options entitling them for a period of forty five (45) days after the issuance thereof to subscribe for or purchase Common Stock at an exercise price per share of Common Stock less than the Closing Sale Price of Common Stock on the Business Day immediately preceding the declaration date of such distribution; or (2) distribute to all holders of Common Stock assets, debt securities or certain rights to purchase securities of the Issuer or the Guarantor, which distribution (excluding for this purpose a distribution solely in the form of cash required to preserve the status of the Guarantor as a real estate investment trust) has a per share value exceeding 10% of the average of the Closing Sale Prices of the Common Stock for the five (5) consecutive Trading Days ending on the date immediately preceding the declaration date of such distribution; the Issuer must notify the Holders of Debentures at least twenty (20) calendar days prior to the ex-dividend date for such distribution. Following the issuance of such notice, Holders may surrender their Debentures for exchange at any time until the earlier of the close of business on the Business Day immediately preceding the ex-dividend date or an announcement that such distribution will not take place; provided, however, that a
Exchange Upon Specified Transactions. NRF elects to:
