ELECTION NOT TO PARTICIPATE If the Employer's Plan is a Standardized Plan, the Plan does not permit an otherwise eligible Employee nor any Participant to elect not to participate in the Plan. If the Employer's Plan is a Nonstandardized Plan, the Employer must specify in its Adoption Agreement whether an Employee eligible to participate, or any present Participant, may elect not to participate in the Plan. For an election to be effective for a particular Plan Year, the Employee or Participant must file the election in writing with the Plan Administrator not later than the time specified in the Employer's Adoption Agreement. The Employer may not make a contribution under the Plan for the Employee or for the Participant for the Plan Year for which the election is effective, nor for any succeeding Plan Year, unless the Employee or Participant re-elects to participate in the Plan. After an Employee's or Participant's election not to participate has been effective for at least the minimum period prescribed by the Employer's Adoption Agreement, the Employee or Participant may re-elect to participate in the Plan for any Plan Year and subsequent Plan Years. An Employee or Participant may re-elect to participate in the Plan by filing his election in writing with the Plan Administrator not later than the time specified in the Employer's Adoption Agreement. An Employee or Participant who re-elects to participate may again elect not to participate only as permitted in the Employer's Adoption Agreement. If an Employee is a Self-Employed Individual, the Employee's election (except as permitted by Treasury regulations without creating a Code Section 401(k) arrangement with respect to that Self-Employed Individual) must be effective no later than the date the Employee first would become a Participant in the Plan and the election is irrevocable. The Plan Administrator must furnish an Employee or a Participant any form required for purposes of an election under this Section 2.06. An election timely filed is effective for the entire Plan Year.
Election to Participate Within 15 business days after delivery of the Participation Notice, each Capital Partner desiring to accept the offer pursuant to Section 6.2.2 shall send an irrevocable commitment (each a “Participation Commitment”) to the Partnership specifying the amount or proportion of Securities which such Capital Partner desires to be issued (each a “Participating Buyer”). The acceptance of each Participating Buyer shall be irrevocable except as hereinafter provided and so long as the terms and conditions applicable to the Pre-Emptive Issuance remain as stated in the Participation Notice, each such Participating Buyer shall be obligated to acquire in the Pre-Emptive Issuance on the same terms and conditions, with respect to each Security issued, as the Pre-Emptive Transferees such amount or proportion of Securities as such Participating Buyer shall have specified in such Participating Buyer’s Participation Commitment. Each Capital Partner that does not accept such offer shall be deemed to have waived all of such holder’s rights under this Article VI with respect to the Pre-Emptive Issuance specified in the Participation Notice, and the Partnership shall thereafter be free to issue Securities in such Pre-Emptive Issuance to the Pre-Emptive Transferees and any Participating Buyers, at a price not less than the price set forth in the Participation Notice and on other terms not materially more favorable in the aggregate, to the Pre-Emptive Transferees and any Participating Buyers than those set forth in the Participation Notice. If the principal terms of such proposed Pre-Emptive Issuance change such that they are more materially favorable in the aggregate to the Participating Buyers than those set forth in the Participation Notice, it shall be necessary for a separate Participation Notice to be furnished, and the terms and provisions of this Article VI separately complied with, in order to consummate such Pre-Emptive Issuance. In the event a Capital Partner breaches its obligation to purchase such Securities after delivering a Participating Commitment, such Capital Partner shall be deemed to have waived all of such holder’s rights under this Article VI with respect to such Pre-Emptive Issuance and all future Pre-Emptive Issuances.
Election Form The Consideration shall be payable in accordance with the election made by Contributor in the Consideration Election Form (“Election Form”) accompanying the PPM, the results of which election are set forth on Exhibit A hereto. If, pursuant to the Election Form, Contributor (A) elected all or part of Contributor’s consideration payable hereunder to be in the form of units of limited partnership interests of the Operating Partnership (“OP Units”) and (B) submitted to the Operating Partnership (x) an executed Investor Questionnaire representing and warranting to the Operating Partnership that Contributor is an “accredited investor” as defined in the Investor Questionnaire and (y) any other documentation required by the Operating Partnership, including, but not limited to, a signature page to the Partnership Agreement (as hereinafter defined), Contributor shall receive OP Units in an amount determined in the manner described on Exhibit A hereto. The portion of the Consideration, if any, payable in cash is set forth on Exhibit A. Contributor agrees that the cash payment shall be made and the OP Units shall be registered in the name of the persons or entities set forth on the Election Form. OP Units will only be delivered to Contributor if Contributor has represented to the Operating Partnership that Contributor is an “accredited investor”. No fractional OP Units will be issued and OP Units will be rounded to the nearest whole number. The Consideration payable to Contributor, whether in cash, in OP Units or a combination thereof, may be reduced by the amount the Operating Partnership reasonably determines must be withheld for tax purposes. The rights and obligations of holders of OP Units as of the Closing will be as set forth in the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership (the “Partnership Agreement”), a draft copy of which is included as an exhibit to the PPM.
Notification of Election When the Notification of Election was filed with the Commission, it (A) contained all statements required to be stated therein in accordance with, and complied in all material respects with the requirements of, the 1940 Act and (B) did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Right to Participate The indemnified party agrees to afford the indemnifying party and its counsel the opportunity to be present at, and to participate in, conferences with all persons, including Governmental Authorities, asserting any Indemnity Claim against the indemnified party or conferences with representatives of or counsel for such persons.
Notice of Election To make the election set forth in Section 7.03(A), the Company must send to the Holders, the Trustee and the Paying Agent, before the date on which each Reporting Event of Default first occurs, a notice that (i) briefly describes the report(s) that the Company failed to file with the SEC; (ii) states that the Company is electing that the sole remedy for such Reporting Event of Default consist of the accrual of Special Interest; and (iii) briefly describes the periods during which and rate at which Special Interest will accrue and the circumstances under which the Notes will be subject to acceleration on account of such Reporting Event of Default.
Agreement not to Participate in Company’s Competitors During Executive’s employment with the Company, Executive agrees not to acquire, assume or participate in, directly or indirectly, any position, investment or interest known by Executive to be adverse or antagonistic to the Company, its business, or prospects, financial or otherwise, or in any company, person, or entity that is, directly or indirectly, in competition with the business of the Company or any of its Affiliates (as defined below). Ownership by Executive, in professionally managed funds over which the Executive does not have control or discretion in investment decisions, or as a passive investment, of less than two percent (2%) of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on a national securities exchange or in the over-the-counter market shall not constitute a breach of this Section. For purposes of this Agreement, “Affiliate,” means, with respect to any specific entity, any other entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specified entity.
Form of Election 9 GAAP..........................................................................17
Eligibility to Participate To the extent that the Administrator has delegated administrative authority or responsibility to one or more officers of the Company in accordance with Sections 2.1 and 11, each such officer will not be excluded from participating in the Plan if otherwise eligible, but he or she is not entitled to act upon or make determinations regarding any matters pertaining specifically to his or her own benefit or eligibility under the Plan. The Administrator will act upon and make determinations regarding any matters pertaining specifically to the benefit or eligibility of each such officer under the Plan.
Notice of Elections To make an election pursuant to this Section, the Borrower shall notify the Administrative Agent of such election by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Interest Election Request in a form approved by the Administrative Agent and signed by the Borrower.
