Elective Exchanges Sample Clauses

Elective Exchanges. (i) Upon the terms and subject to the conditions of this Agreement, in the event a Holding Unitholder wishes to effect a Permitted Exchange Event, such Holding Unitholder shall (i) deliver to Holding an Exchange Notice and (ii) surrender or, in the absence of such surrender, be deemed to have surrendered, Class B Units and/or Class C Non-Voting Units to Holding (and, in the case of Class B Units, surrender for cancellation one or more stock certificates (if certificated) or instructions and stock powers (if uncertificated)) representing an equal number of shares of Class B Common Stock) (in each case, free and clear of all liens, encumbrances, rights of first refusal and the like) in consideration for, at the option of the Corporation, with such consideration to be delivered as promptly as practicable following such delivery and surrender or deemed surrender (as applicable), but in any event within two Business Days after the Date of Exchange specified in such Exchange Notice, (x) a Cash Exchange Payment by Holding in accordance with the instructions provided in the Exchange Notice, in which event such exchanged LLC Units and the shares of Class B Common Stock automatically shall be deemed cancelled concomitant with such payment, without any action on the part of any Person, including the Corporation or Holding, or (y) the issuance by the Corporation to such Holding Unitholder of a number of shares of Class A Common Stock equal to the number of Class B Units and/or Class C Non-Voting Units exchanged, in which event such exchanged LLC Units automatically shall be converted into an equal number of Class A Units (and the Class B Units or Class C Non-Voting Units so converted shall thereby cease to exist), and concomitantly with any such issuance, any exchanged Class B Common Stock automatically shall be deemed cancelled without any action on the part of any Person, including the Corporation. If the Corporation elects to issue Class A Common Stock in an Exchange, the Corporation shall (i) deliver or cause to be delivered at the offices of the then-acting registrar and transfer agent of the Class A Common Stock (or, if there is no then-acting registrar and transfer agent of the Class A Common Stock, at the principal executive offices of the Corporation) the number of shares of Class A Common Stock deliverable upon such Exchange, registered in the name of the relevant exchanging Holding Unitholder (or in such other name as is requested in writing by the Holding ...

Elective Exchanges. (i) Subject to Section 2.1(d), each Company Unitholder shall be entitled at any time and from time to time, upon the terms and subject to the conditions hereof and the LLC Agreement, to surrender Company Units and a corresponding number of shares of Class B Common Stock (in each case, free and clear of all liens, encumbrances, rights of first refusal and the like) to the Company in exchange for the delivery to such Company Unitholder (or its designee) of either, at the option of the Corporation, (x) a number of shares of Class A Common Stock that is equal to the product of the number of Company Units surrendered multiplied by the Exchange Rate or (y) the Cash Settlement (an exchange of Company Units and Class B Common Stock for Class A Common Stock or the Cash Settlement, an “Exchange”), provided that any such Exchange is for a minimum of the lesser of (A) one hundred (100) Company Units and (B) all of the Company Units then held by such Company Unitholder and its Affiliates, except that such minimum shall not apply if such Exchange is in connection with the exercise of any incidental registration rights pursuant to the LLC Agreement; provided that, notwithstanding anything to the contrary contained herein, a Company Unitholder shall not be entitled to Exchange Company Units and Class B Common Stock, and the Corporation and Company shall have the right to refuse to honor any request for an Exchange, at any time or during any period if the Corporation or the Company determines based on the advice of counsel that such Exchange (x) would be prohibited by law or regulation (including, without limitation, the unavailability of a registration of such Exchange under the Securities Act of 1933, as amended, or an exemption from the registration requirements thereof) or (y) would not be permitted under any agreement with the Corporation, the Company or any of their subsidiaries to which the applicable Company Unitholder is party (including, without limitation, the LLC Agreement) or (solely in the case of an Exchange requested by an officer, director or other personnel of the Corporation, the Company or any of their subsidiaries) any written policies of the Corporation related to restrictions on trading applicable to its officers, directors or other personnel. (ii) A Company Unitholder shall exercise its right to Exchange Company Units and a corresponding number of shares of Class B Common Stock as set forth in Section 2.1(a) by delivering to the Company, with a cont...

Elective Exchanges. Subject to the Policy Regarding Exchanges set forth in Annex E, as amended from time to time by the Company (the “Policy Regarding Exchanges”), an Exchangeable Unit Member shall have the right, from time to time, to surrender Exchangeable Units, along with an equal number of shares of Class B Common Stock (in each case, free and clear of all liens, encumbrances, rights of first refusal and similar restrictions, except for those arising under this Agreement), to the Company and to thereby cause the Company to deliver to such Exchangeable Unit Member (or its designee) the Exchange Consideration as set forth in ‎Section 11.3 (an “Elective Exchange”).

Elective Exchanges. Each Exchangeable MD Member shall be entitled to effect the MD Exchanges for shares of Lazard Ltd Common Stock in accordance with this Article VIII (each such exchange, an “Elective Exchange”) on the following dates: (i) Each Exchangeable MD Member shall be entitled to effect the MD Exchanges with respect to all of such Exchangeable MD Member’s Exchangeable Interest for shares of Lazard Ltd Common Stock on the date that is the eighth anniversary of the IPO Date and on each subsequent anniversary date of the IPO Date (the “General Exchange Date”); and (ii) Each Exchangeable MD Member who is a party to a Retention Agreement and entitled to accelerated exchange rights thereunder or who shall otherwise be entitled to accelerated exchange rights under any Retention Agreement shall be entitled to effect the MD Exchanges with respect to such Exchangeable MD Member’s Exchangeable Interest (or applicable portion thereof) on the anniversary dates of the IPO Date or such other dates, in each case as set forth in the applicable Retention Agreement (each, an “Accelerated Exchange Date”, and together with the General Exchange Date, the “Applicable Exchange Date”), in each case in the amounts, on the terms and subject to the conditions set forth in such Retention Agreement.

Elective Exchanges. (A) Subject to Section 2.1(c), and otherwise upon the terms and subject to the conditions hereof and of the Partnership Agreement, each Partnership Unitholder shall have the right from time to time (but subject to the Senior and Sunset Holder Restriction, in the case of the Senior Holders or Sunset Holders, as applicable) to surrender Exchangeable Units in at least the Minimum Exchangeable Amount, along with the corresponding shares of Class B Common Stock (in each case, free and clear of all liens, encumbrances, rights of first refusal and similar restrictions, except for those arising under this Agreement and the Partnership Agreement) to the Partnership and to thereby cause the Partnership to deliver to that Partnership Unitholder (or its designee) the Exchange Consideration as set forth herein (an “Elective Exchange”). (B) A Partnership Unitholder shall exercise its right to an Elective Exchange by delivering to the Partnership, with a contemporaneous copy delivered to the Company, in each case during normal business hours at the principal executive offices of the Partnership and the Company, respectively, a written election of exchange in respect of the Exchangeable Units to be exchanged substantially in the form of Exhibit A hereto (an “Elective Exchange Notice”), duly executed by such Partnership Unitholder and the Certificates. (C) A Partnership Unitholder may specify, in an applicable Elective Exchange Notice, that the Elective Exchange is to be contingent (including as to timing) upon the occurrence of any transaction or event, including the consummation of a purchase by another Person (whether in a tender or exchange offer, an underwritten offering, change of control transaction or otherwise) of shares of Class A Common Stock or any merger, consolidation or other business combination. The termination of a transaction or event specified in the preceding sentence, prior to the consummation thereof, shall terminate all of the exchanging Partnership Unitholder’s, Partnership’s and Company’s rights and obligations under this Section 2.1(a)(i) arising from that particular Elective Exchange Notice, and all actions taken to effect the Elective Exchange contemplated by that Elective Exchange Notice shall be deemed rescinded. (D) After the Elective Exchange Notice and corresponding Certificates have been delivered to the Partnership, and unless such Partnership Unitholder timely has delivered a Retraction Notice pursuant to Section 1.1(a)(i)(E) or the Par...

Elective Exchanges. (i) Upon the terms and subject to the conditions of this Agreement, in the event a Shareholder wishes to effect a Permitted Exchange Event, such Shareholder shall (i) deliver to the Corporation an Exchange Notice not less than sixty (60) days prior to the Date of Exchange specified in such Exchange Notice and (ii) surrender or, in the absence of such surrender, be deemed to have surrendered, for transfer to Amira Mauritius one or more stock certificates, stock powers and such other documents reasonably requested by the Corporation (if certificated) or instructions and stock powers (if uncertificated) representing India Shares (free and clear of all liens, encumbrances, rights of first refusal and the like) in consideration for, at the option of the Corporation, (x) a Cash Exchange Payment by the Corporation in accordance with the instructions provided in the Exchange Notice, in which event, subject only to the conditions in Section 2.1(c), such exchanged India Shares shall be deemed to be transferred to Amira Mauritius, without any action on the part of any Person, including the Corporation, Amira Mauritius or Amira India, in accordance with procedures prescribed by applicable law, or (y) the issuance by the Corporation to such Shareholder of a number of ANFI Shares equal to the number of India Shares exchanged multiplied by the Exchange Multiple, and concomitantly with any such issuance, subject only to the conditions in Section 2.1(c), any exchanged India Shares shall be deemed to be transferred to Amira Mauritius without any action on the part of any Person, including the Corporation, Amira Mauritius or Amira India, in accordance with procedures prescribed by applicable law. After the Corporation receives an Exchange Notice and prior to each Permitted Exchange Event, the board of directors of the Corporation shall in good faith determine the Exchange Multiple to be applied in calculating the amount of consideration to be issued to the exchanging Shareholder.

Elective Exchanges. Subject to the Policy Regarding Exchanges set forth in Annex E, as amended from time to time by the Company (the “Policy Regarding Exchanges”), an Exchangeable Unit Member shall have the right, from time to time, to surrender Exchangeable Units, along with an equal number of shares of Class C Common Stock (in each case, free and clear of all liens, encumbrances, rights of first refusal and similar restrictions, except for those arising under this Agreement), to the Company and to thereby cause the Company to deliver to such Exchangeable Unit Member (or its designee) the Exchange Consideration as set forth in Section 11.3 (an “Elective Exchange”). Any amendments of the Policy Regarding Exchanges will be subject to Section 4.1(f) herein to the same extent as if the same was part of this Agreement.

Elective Exchanges. Subject to the Policy Regarding Exchanges set forth in Annex E, as amended from time to time by the Company (the “Policy Regarding Exchanges”), an Exchangeable Unit Member shall have the right, from time to time, to surrender Exchangeable Units, along with an equal number of shares of Class V Common Stock (in each case, free and clear of all liens, encumbrances, rights of first refusal and similar restrictions, except for those arising under this Agreement and the organizational documents of the Manager), to the Company (in the case of the Exchangeable Units) or the Manager (in the case of the Class V Common Stock) and to thereby cause the Company or the Manager to deliver to such Exchangeable Unit Member (or its designee) the Exchange Consideration as set forth in Section 11.3 (an “Elective Exchange”). Any amendments of the Policy Regarding Exchanges will be subject to Section 4.1(f) herein to the same extent as if the same was part of this Agreement.

Elective Exchanges. Pursuant to the ICGI Holdings Limited Liability Company Agreement and in accordance with the schedule and the procedures set forth in this Article IV, each Qualified ICGI Holdings Member is entitled to request and ICGI Holdings shall thereafter tender the exchange with ICGI of the Exchangeable Portion (as defined below) of such Qualified ICGI Holdings Member’s Holdings Common Units for shares of Common Stock (an “Elective Exchange”). Upon tender by a Qualified ICGI Holdings Member of Holdings Common Units in an amount which is equal to or less than its Exchangeable Portion, ICGI Holdings will exchange an equal number of ICG LP Units with ICGI for shares of Common Stock. For each Holdings Common Unit tendered by a Qualified ICGI Holdings Member, ICGI Holdings will exchange one ICG LP Unit with ICGI for (i) one share of Common Stock and (ii) the right to certain future payments pursuant to the Tax Receivable Agreement in connection with ICGI’s acquisition of such ICG LP Unit. Upon the exchange of ICG LP Units for shares of Common Stock, ICGI Holdings shall as promptly as possible, but in no event later than two (2) business days from its receipt of such shares of Common Stock, distribute such shares of Common Stock (the “Exchanged Shares”) to the Qualified ICGI Holdings Member requesting the exchange and cancel the tendered Holdings Common Units (but shall not cancel any Tax Benefit Units of ICGI Holdings).