Common use of Mandatory Exchange Clause in Contracts

Mandatory Exchange. Subject to Section 7 hereof, in the event that the Corporation gives a Notice of Mandatory Conversion (as defined in the Articles Supplementary of the Corporation relating to the right and preferences of the Corporation Preferred Stock as in effect on the date of the First Amendment) to holders of Corporation Preferred Stock, the Operating Partnership shall have the right to exchange on the Mandatory Conversion Date (as defined in such Articles Supplementary) not less than all of the outstanding Series 1997-A Preferred Units into a number of fully paid and non-assessable Common Units such that each Series 1997-A Preferred Unit will be entitled to be exchanged for a number of Common Units equal to the Common Exchange Rate (assuming, for such purpose that a Common Unit is equivalent to a share of Common Stock). In order to elect to effect the mandatory exchange (the "Mandatory Exchange") of Series 1997-A Preferred Units, the Operating Partnership shall issue a notice that all Series 1997-A Preferred Units are to be exchanged, setting forth the date of the intended exchange (such notice, the "Notice of Mandatory Exchange," and such date, the "Mandatory Exchange Date") to all holders of outstanding Series 1997-A Preferred Units on a date (the "Mandatory Exchange Notice Date") at least 90 but not more than 120 days prior to the Mandatory Exchange Date. The Notice of Mandatory Exchange shall also specify a record date (the "Mandatory Exchange Record Date") selected by the Board of Directors of the General Partner which is not less than 20 but not more than 45 days before the Mandatory Exchange Date and the number of Common Units for which each Series 1997-A Preferred Unit will be exchanged. If the Operating Partnership gives a Notice of Mandatory Exchange, then, provided that the computation set forth in the Notice of Mandatory Exchange is not clearly erroneous, the outstanding Series 1997-A Preferred Units will be automatically exchanged for Common Units at the close of business on the Mandatory Exchange Date and on such date the Operating Partnership will pay holders of the Series 1997-A Preferred Units an amount equal to all Accrued Distributions thereon through the Mandatory Exchange Date. At the close of business on the Mandatory Exchange Date, the General Partner shall cause appropriate amendments to the Partnership Agreement to be made to reflect the Mandatory Exchange and shall deliver to the holders of the Series 1997-A Preferred Units a counterpart of the Partnership Agreement to reflect the issuances of such Common Units to such holders. Any Common Units issued pursuant to a Mandatory Exchange shall be immediately redeemable at any time thereafter, at the option of the holder thereof, in accordance with the redemption provisions of the Partnership Agreement.

Mandatory Exchange. Subject Within sixty (60) days of a Mandatory Exchange Triggering Event set out in clauses (ii) or (iv) of the definition thereof or at any time following the Mandatory Exchange Triggering Event set out in clause (iii) of the definition thereof, Newco may, and within 30 days of the Mandatory Exchange Triggering Event set out in clause (i) of the definition thereof, Newco shall, upon not less than twenty one (21) days and not more than thirty (30) days prior written notice (a “Mandatory Exchange Notice”, and such period, the “Mandatory Exchange Notice Period”), require each of the IESI Owners to exercise the Exchange Right for Shares or, if Newco is entitled to make a Market Cash Election with respect to any IESI Owner, Market Cash, in accordance with this Agreement, with respect to any and all Preferred Shares which are then outstanding (a “Mandatory Exchange”); provided that, so long as any relevant IESI Owners have complied with Section 4.7 as if they were parties to this Agreement, Newco shall not be permitted to deliver a Mandatory Exchange Notice unless all necessary filings with respect to any IESI Owner under the HSR Act have been made and all applicable waiting periods in connection with such filings have expired. At any time during the Mandatory Exchange Notice Period, an IESI Owner may exercise its Exchange Right pursuant to Section 7 hereof2.1 (provided that, in the case of a Mandatory Exchange Triggering Event set out in clause (iv) of the definition thereof, if so approved by the vote or consent in writing of IESI Owners holding more than 50% of the Preferred Shares then outstanding, the IESI Owners may not exercise their right to elect Distribution Cash pursuant to the Exchange Consideration Option during such Mandatory Exchange Notice Period). In the event that an IESI Owner does not exercise its Exchange Right by delivering an Exchange Notice by the expiration of the Mandatory Exchange Notice Period, Newco shall initiate the Exchange Right by delivering written notice to such IESI Owner of its election to initiate the Exchange Right and the Exchange Consideration shall be Shares or, in the event that the Corporation gives of a Notice of Mandatory Conversion (as defined Market Cash Election in the Articles Supplementary of the Corporation relating to the right and preferences of the Corporation Preferred Stock as in effect on the date of the First Amendment) to holders of Corporation Preferred Stockaccordance with Section 2.3, Market Cash. Following such election by Newco, the Operating Partnership shall have the right to exchange on the Mandatory Conversion Date relevant provisions of this Agreement (as defined in such Articles Supplementary) not less than all of the outstanding Series 1997-A Preferred Units into a number of fully paid and non-assessable Common Units such that each Series 1997-A Preferred Unit will be entitled to be exchanged for a number of Common Units equal to the Common Exchange Rate (assumingincluding, for such purpose that a Common Unit is equivalent to a share greater certainty, the relevant provision of Common Stock). In order to elect Sections 2.3 and 2.4) shall operate to effect the mandatory exchange (completion of the "Mandatory Exchange") of Series 1997-A Preferred Units, . In the Operating Partnership shall issue event that Newco fails to deliver a notice that all Series 1997-A Preferred Units are to be exchanged, setting forth the date of the intended exchange (such notice, the "Notice of Mandatory Exchange," and such date, the "Mandatory Exchange Date") to all holders of outstanding Series 1997-A Preferred Units on a date (the "Mandatory Exchange Notice Date"within sixty (60) at least 90 but not more than 120 days prior to of the occurrence of the Mandatory Exchange Date. The Notice of Mandatory Exchange shall also specify a record date Triggering Event set out in subsections (the "Mandatory Exchange Record Date"ii) selected by the Board of Directors or (iv) of the General Partner which is definition thereof, Newco shall be deemed to have elected not less than 20 but not more than 45 days before the Mandatory Exchange Date and the number of Common Units for which each Series 1997-A Preferred Unit will be exchanged. If the Operating Partnership gives a Notice of Mandatory Exchange, then, provided that the computation set forth in the Notice of Mandatory Exchange is not clearly erroneous, the outstanding Series 1997-A Preferred Units will be automatically exchanged for Common Units at the close of business on the Mandatory Exchange Date and on such date the Operating Partnership will pay holders of the Series 1997-A Preferred Units an amount equal to all Accrued Distributions thereon through the Mandatory Exchange Date. At the close of business on the Mandatory Exchange Date, the General Partner shall cause appropriate amendments to the Partnership Agreement to be made to reflect the Mandatory Exchange and shall deliver to the holders of the Series 1997-A Preferred Units a counterpart of the Partnership Agreement to reflect the issuances of such Common Units to such holders. Any Common Units issued pursuant to effect a Mandatory Exchange in connection with the relevant Mandatory Exchange Triggering Event and its rights with respect to any such Mandatory Triggering Event shall be immediately redeemable at any time thereafter, at the option of the holder thereof, in accordance with the redemption provisions of the Partnership Agreementconsidered waived.

Mandatory Exchange. Subject (a) If, on the Settlement Date with respect to a Mandatory Exchange Event, the aggregate number of Partnership Units which have not been acquired or converted pursuant to Section 7 hereof2, Section 3 or Section 4 above exceeds the product (such product being herein called the "Non-Excess Partnership Units") of the number of Partnership Units outstanding on the Effective Date multiplied by the Remaining Original Property Ratio (calculated without including the Original Property Ratio of any Original Property then being sold, transferred or otherwise disposed of), then Partnership Units in the event that number of such excess (the Corporation gives a Notice of Mandatory Conversion (as defined in the Articles Supplementary of the Corporation relating "Excess Partnership Units") shall automatically be deemed tendered to the right Company, whereupon the provisions of Section 2 and preferences 3 above shall apply without the need of any Exercise Notice or actual tendering of Partnership Units. In the Corporation Preferred Stock as in effect event of an automatic tender pursuant to this Section 5, each Unitholder holding Partnership Units on the date of Settlement Date for such Mandatory Exchange Event shall automatically be deemed to have tendered to the First Amendment) to holders of Corporation Preferred Stock, the Operating Partnership shall have the right to exchange on the Mandatory Conversion Date (as defined in such Articles Supplementary) not less than all of the outstanding Series 1997-A Preferred Units into Company a number of fully paid and non-assessable Common Partnership Units such that each Series 1997-A Preferred Unit will be entitled to be exchanged for a number of Common Units equal to the Common Exchange Rate (assuming, for such purpose that a Common Unit is equivalent to a share of Common Stock). In order to elect to effect the mandatory exchange (the "Mandatory ExchangeUnits") equal to the total number of Series 1997-A Preferred UnitsPartnership Units then held by such Unitholder multiplied by a fraction, the Operating numerator of which is the number of Excess Partnership shall issue Units then existing, and the denominator of which is the number of then existing Partnership Units which have not been acquired or converted pursuant to Section 2, Section 3 or Section 4 above. (b) If, on the Settlement Date with respect to a notice that all Series 1997-A Preferred Units are to be exchanged, setting forth the date of the intended exchange (such notice, the "Notice of Mandatory Exchange," and such date, the "Mandatory Exchange Date") Event there has been a voluntary tender of Partnership Units for which the Settlement Date has not yet occurred, then the Settlement Date for such voluntary tender shall instead be the Settlement Date with respect to all holders of outstanding Series 1997-A Preferred Units on a date (the "such Mandatory Exchange Notice Date"Event, but the Tender Date and Unit ▇▇▇▇ (c) at least 90 but not more than 120 days The settlement of any mandatory exchange or redemption pursuant to this Section 5 shall be deemed to have occurred prior to the Mandatory Exchange DateEvent giving rise to such mandatory exchange or redemption. The Notice of Mandatory Exchange shall also specify a record date (the "Mandatory Exchange Record Date") selected by the Board of Directors of the General Partner which is not less than 20 but not more than 45 days before the Mandatory Exchange Date and the number of Common Units for which each Series 1997-A Preferred Unit will be exchanged. If the All Operating Partnership gives a Notice of Mandatory Exchange, then, provided that the computation set forth in the Notice of Mandatory Exchange is not clearly erroneous, the outstanding Series 1997-A Preferred Units will be automatically exchanged for Common Units at the close of business on the Mandatory Exchange Date allocations and on such date the Operating Partnership will pay holders of the Series 1997-A Preferred Units an amount equal to all Accrued Distributions thereon through the Mandatory Exchange Date. At the close of business on the Mandatory Exchange Date, the General Partner shall cause appropriate amendments distributions made pursuant to the Partnership Agreement to be made to reflect the on account of any such Mandatory Exchange Event shall be calculated and shall deliver made on the basis that the settlement of any mandatory exchange or redemption pursuant to the holders this Section 5 occurred prior to such Mandatory Exchange Event. (d) As of the Series 1997-A Preferred Units a counterpart of the Partnership Agreement to reflect the issuances of such Common Units to such holders. Any Common Units issued pursuant Settlement Date with respect to a Mandatory Exchange Event, all certificates representing Partnership Units which have not actually been surrendered to the Company shall be immediately redeemable at thereafter represent only the Partnership Units or other securities to which the Unitholder remains entitled under this Section 5. Upon being notified by the Company of a Mandatory Exchange Event each Unitholder shall promptly deliver to the Company a completed and duly executed Exercise Notice with respect to any time thereafterExcess Partnership Units held by such Unitholder. (e) Except as modified by this Section 5, at the option all other provisions of the holder thereof, in accordance with the redemption provisions this Agreement shall apply to an acquisition or conversion of the Partnership Units pursuant to this Section 5, and any deemed tender of Partnership Units pursuant to this Section 5 shall be treated as an actual tender for purposes of the other provisions of this Agreement.

Mandatory Exchange. Subject to Section 7 hereof, in the event that the Corporation gives a Notice of Mandatory Conversion (as defined in the Articles Supplementary of the Corporation relating to the right and preferences of the Corporation Preferred Stock as in effect on the date of the First Amendment) to holders of Corporation Preferred Stock, the Operating Partnership shall have the right to exchange on the Mandatory Conversion Date (as defined in such Articles Supplementary) not less than all of the outstanding Series 1997-A Preferred Units into a number of fully paid and non-assessable Common Units such that each Series 1997-A Preferred Unit will be entitled to be exchanged for a number of Common Units equal to the Common Exchange Rate (assuming, for such purpose that a Common Unit is equivalent to a share of Common Stock). In order to elect to effect the mandatory exchange (the "Mandatory Exchange") of Series 1997-A Preferred Units, the Operating Partnership shall issue a notice that all Series 1997-A Preferred Units are to be exchanged, setting forth the date of the intended exchange (such notice, the "Notice of Mandatory ExchangeNOTICE OF MANDATORY EXCHANGE," and such date, the "Mandatory Exchange DateMANDATORY EXCHANGE DATE") to all holders of outstanding Series 1997-A Preferred Units on a date (the "Mandatory Exchange Notice DateMANDATORY EXCHANGE NOTICE DATE") at least 90 but not more than 120 days prior to the Mandatory Exchange Date. The Notice of Mandatory Exchange shall also specify a record date (the "Mandatory Exchange Record DateMANDATORY EXCHANGE RECORD DATE") selected by the Board of Directors of the General Partner which is not less than 20 but not more than 45 days before the Mandatory Exchange Date and the number of Common Units for which each Series 1997-A Preferred Unit will be exchanged. If the Operating Partnership gives a Notice of Mandatory Exchange, then, provided that the computation set forth in the Notice of Mandatory Exchange is not clearly erroneous, the outstanding Series 1997-A Preferred Units will be automatically exchanged for Common Units at the close of business on the Mandatory Exchange Date and on such date the Operating Partnership will pay holders of the Series 1997-A Preferred Units an amount equal to all Accrued Distributions thereon through the Mandatory Exchange Date. At the close of business on the Mandatory Exchange Date, the General Partner shall cause appropriate amendments to the Partnership Agreement to be made to reflect the Mandatory Exchange and shall deliver to the holders of the Series 1997-A Preferred Units a counterpart of the Partnership Agreement to reflect the issuances of such Common Units to such holders. Any Common Units issued pursuant to a Mandatory Exchange shall be immediately redeemable at any time thereafter, at the option of the holder thereof, in accordance with the redemption provisions of the Partnership Agreement.