Procedure for Exchange. (i) Any exchange shall be exercised pursuant to a notice of exchange (the “EXCHANGE NOTICE”) delivered to the General Partner by the holder who is exercising such exchange right, by (a) fax and (b) by certified mail postage prepaid. The exchange of Series B Preferred Units, or a specified portion thereof, may be effected after the tenth (10th) Business Day following receipt by the General Partner of the Exchange Notice by delivering certificates, if any, representing such Series B Preferred Units to be exchanged together with, if applicable, written notice of exchange and a proper assignment of such Series B Preferred Units to the office of the General Partner maintained for such purpose. Currently, such office is 2▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇. Each exchange will be deemed to have been effected immediately prior to the close of business on the date on which such Series B Preferred Units to be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by the General Partner as aforesaid and the Exchange Price shall have been paid. Any Series B Preferred Shares issued pursuant to this SECTION shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of pledge, lien, encumbrance or restriction other than those provided in the Charter, the Bylaws of the General Partner, the Securities Act of 1933, as amended, and relevant state securities or blue sky laws. (ii) In the event of an exchange of Series B Preferred Units for shares of Series B Preferred Shares, an amount equal to the accrued and unpaid distributions, whether or not declared, to the date of exchange on any Series B Preferred Units tendered for exchange shall (a) accrue on the shares of the Series B Preferred Shares into which such Series B Preferred Units are exchanged, and (b) continue to accrue on such Series B Preferred Units, which shall remain outstanding following such exchange, with the General Partner as the holder of such Series B Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a Series B Preferred Unit that was validly exchanged into Series B Preferred Shares pursuant to this section (other than the General Partner now holding such Series B Preferred Unit), receive a distribution out of Available Cash of the Partnership, if such holder, after exchange, is entitled to receive a distribution out of Available Cash with respect to the share of Series B Preferred Shares for which such Series B Preferred Unit was exchanged or redeemed. (iii) Fractional shares of Series B Preferred Shares are not to be issued upon exchange but, in lieu thereof, the General Partner will pay a cash adjustment based upon the fair market value of the Series B Preferred Shares on the day prior to the exchange date as determined in good faith by the Board of Trustees of the General Partner.
Appears in 1 contract
Sources: Agreement of Limited Partnership (Colonial Properties Trust)
Procedure for Exchange. (i) Any exchange shall be exercised pursuant to a notice of exchange (the “EXCHANGE NOTICEExchange Notice”) delivered to the General Partner by the holder who is exercising such exchange right, by (aA) fax and (bB) by certified mail postage prepaid. The exchange of Series B G Preferred Units, or a specified portion thereof, may be effected after the tenth fifth (10th5th) Business Day following receipt by the General Partner of the Exchange Notice by delivering certificates, if any, representing such Series B G Preferred Units to be exchanged together with, if applicable, written notice of exchange and a proper assignment of such Series B G Preferred Units to the office of the General Partner maintained for such purpose. Currently, such office is 2▇is: 5▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇. ▇ Each exchange will be deemed to have been effected immediately prior to the close of business on the date on which such Series B G Preferred Units to be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by the General Partner as aforesaid and the Exchange Price shall have been paid. Any Series B G Preferred Shares issued pursuant to this SECTION Section 9 shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of pledge, lien, encumbrance or restriction other than those provided in the Charter, the Bylaws of the General Partner, the Securities Act of 1933, as amended, and relevant state securities or blue sky laws.
(ii) In If the event of an exchange of Series B G Preferred Units for shares of Series B G Preferred Shares, an amount equal to the accrued and unpaid distributions, whether or not declared, to the date of exchange on any Series B G Preferred Units tendered for exchange shall (aA) accrue on the shares of the Series B G Preferred Shares into which such Series B G Preferred Units are exchanged, and (bB) continue to accrue on such Series B G Preferred Units, which shall remain outstanding following such exchange, with the General Partner as the holder of such Series B G Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a Series B G Preferred Unit that was validly exchanged into Series B G Preferred Shares pursuant to this section Section 9 (other than the General Partner now holding such Series B G Preferred Unit), receive a cash distribution out of Available Cash of the Partnership, if such holder, after exchange, is entitled to receive a distribution out of Available Cash with respect to the share of Series B G Preferred Shares for which such Series B G Preferred Unit was exchanged or redeemed.
(iii) Fractional shares of Series B G Preferred Shares are not to be issued upon exchange but, in lieu thereof, the General Partner will pay a cash adjustment based upon the fair market value of the Series B G Preferred Shares on the day prior to the exchange date as determined in good faith by the Board of Trustees Directors of the General Partner.
Appears in 1 contract
Sources: Second Restated and Amended Agreement of Limited Partnership (Liberty Property Trust)
Procedure for Exchange. (i) Any exchange shall be exercised pursuant to a notice of exchange (the “EXCHANGE NOTICE”"Exchange Notice") delivered to the General Partner by the holder who is exercising such exchange right, by (ay) fax and (bz) by certified mail postage prepaid. The Except as otherwise provided in Sections 9(a)(ii) and 9(a)(iii) hereof, the General Partner and the Partnership shall effect any exchange of Series B Preferred Units by delivering to each holder of record of Series B Preferred Units, or within ten (10) Business Days following receipt of the Exchange Notice, (A) certificates representing the Series B Preferred Stock being issued in exchange for the Series B Preferred Units of such holder being exchanged and (B) a specified portion thereofwritten notice stating (1) the exchange date, which may be effected after the tenth date of such written notice or any other date which is not later than fifteen (10th15) Business Day Days following the receipt by of the Exchange Notice, (2) the Series B Exchange Price, and (3) that distributions on the Series B Preferred Units will cease to accrue on such exchange date. As a condition to the exchange, the General Partner may require the holders of the Exchange Notice by delivering certificates, if any, representing such Series B Preferred Units to make such representations as may be exchanged together with, if applicable, written notice reasonably necessary for the General Partner to establish that the issuance of exchange and a proper assignment of such Series B Preferred Units Stock pursuant to the office exchange shall not be required to be registered under the Securities Act of the General Partner maintained for such purpose1933, as amended, or any state securities laws. Currently, such office is 2▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇. Each exchange will be deemed to have been effected immediately prior to the close Any shares of business on the date on which such Series B Preferred Units to be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by the General Partner as aforesaid and the Exchange Price shall have been paid. Any Series B Preferred Shares Stock issued pursuant to this SECTION Section 9 shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, and shall be delivered free of any pledge, lien, encumbrance or restriction other than those provided in the Charter, the Bylaws of the General PartnerCompany, the Securities Act of 1933, as amended, amended and relevant state securities or blue sky lawslaws or created by the exchanging holder of Series B Preferred Units. Each Series B Preferred Unit exchanged hereunder for a share of Series B Preferred Stock shall be transferred to and acquired by the General Partner and shall not be canceled or redeemed while such share of Series B Preferred Stock is outstanding. The certificates representing the Series B Preferred Shares issued upon exchange of the Series B Preferred Units shall contain the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR (B) IF THE CORPORATION HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER OF THE SHARES REPRESENTED HEREBY, OR OTHER EVIDENCE SATISFACTORY TO THE CORPORATION, THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT AND THE RULES AND REGULATIONS THEREUNDER.
(ii) In the event of an exchange of Series B Preferred Units for shares of Series B Preferred SharesStock, an amount equal to the accrued and unpaid distributions, whether or not declared, to the date of exchange on any Series B Preferred Units tendered for exchange shall (a) accrue on the shares of the Series B Preferred Shares into which such Series B Preferred Units are exchanged, and (b) continue to accrue on such Series B Preferred Units, which shall remain outstanding following such exchange, with the General Partner as the holder of such Series B Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a Series B Preferred Unit that was validly exchanged into Series B Preferred Shares Stock pursuant to this section (other than the General Partner now holding such Series B Preferred Unit), receive a distribution out of Available Cash of the Partnership, if such holder, after exchange, is entitled to receive a distribution out of Available Cash with respect to the share of Series B Preferred Shares for which such Series B Preferred Unit was exchanged or redeemed.to
(iii) Fractional shares of Series B Preferred Shares are Stock shall not to be issued upon any exchange hereunder but, in lieu thereof, the General Partner will pay a cash adjustment based upon the fair market value of the Series B Preferred Shares Stock on the day prior to the exchange date as determined in good faith by the Board of Trustees Directors of the General Partner.
Appears in 1 contract
Sources: Agreement of Limited Partnership (Summit Properties Partnership L P)
Procedure for Exchange. (i) Any exchange shall be exercised pursuant to a notice of exchange (the “EXCHANGE NOTICE”"Exchange Notice") delivered to the General Partner by the holder who is exercising such exchange right, by (ay) fax and (bz) by certified mail postage prepaid. The Except as otherwise provided in Sections 9(a)(ii) and 9(a)(iii) hereof, the General Partner and the Partnership shall effect any exchange of Series B Preferred Units by delivering to each holder of record of Series B Preferred Units, or within ten (10) Business Days following receipt of the Exchange Notice, (A) certificates representing the Series B Preferred Stock being issued in exchange for the Series B Preferred Units of such holder being exchanged and (B) a specified portion thereofwritten notice stating (1) the exchange date, which may be effected after the tenth date of such written notice or any other date which is not later than fifteen (10th15) Business Day Days following the receipt by of the Exchange 97 Notice, (2) the Series B Exchange Price, and (3) that distributions on the Series B Preferred Units will cease to accrue on such exchange date. As a condition to the exchange, the General Partner may require the holders of the Exchange Notice by delivering certificates, if any, representing such Series B Preferred Units to make such representations as may be exchanged together with, if applicable, written notice reasonably necessary for the General Partner to establish that the issuance of exchange and a proper assignment of such Series B Preferred Units Stock pursuant to the office exchange shall not be required to be registered under the Securities Act of the General Partner maintained for such purpose1933, as amended, or any state securities laws. Currently, such office is 2▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇. Each exchange will be deemed to have been effected immediately prior to the close Any shares of business on the date on which such Series B Preferred Units to be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by the General Partner as aforesaid and the Exchange Price shall have been paid. Any Series B Preferred Shares Stock issued pursuant to this SECTION Section 9 shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, and shall be delivered free of any pledge, lien, encumbrance or restriction other than those provided in the Charter, the Bylaws of the General PartnerCompany, the Securities Act of 1933, as amended, amended and relevant state securities or blue sky lawslaws or created by the exchanging holder of Series B Preferred Units. Each Series B Preferred Unit exchanged hereunder for a share of Series B Preferred Stock shall be transferred to and acquired by the General Partner and shall not be canceled or redeemed while such share of Series B Preferred Stock is outstanding. The certificates representing the Series B Preferred Shares issued upon exchange of the Series B Preferred Units shall contain the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR (B) IF THE CORPORATION HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER OF THE SHARES REPRESENTED HEREBY, OR OTHER EVIDENCE SATISFACTORY TO THE CORPORATION, THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT AND THE RULES AND REGULATIONS THEREUNDER.
(ii) In the event of an exchange of Series B Preferred Units for shares of Series B Preferred SharesStock, an amount equal to the accrued and unpaid distributions, whether or not declared, to the date of exchange on any Series B Preferred Units tendered for exchange shall (a) accrue on the shares of the Series B Preferred Shares into which such Series B Preferred Units are exchanged, and (b) continue to accrue on such Series B Preferred Units, which shall remain outstanding following such exchange, with the General Partner as the holder of such Series B Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a Series B Preferred Unit that was validly exchanged into Series B Preferred Shares Stock pursuant to this section (other than the General Partner now holding such Series B Preferred Unit), receive a distribution out of Available Cash of the Partnership, if such holder, after exchange, is be entitled to receive a distribution out of Available Cash with respect to such exchanged Unit, if such holder, after such exchange, is entitled to receive a distribution from the Company with respect to the share of Series B Preferred Shares Stock for which such Series B Preferred Unit was exchanged or redeemed.
(iii) Fractional shares of Series B Preferred Shares are Stock shall not to be issued upon any exchange hereunder but, in lieu thereof, the General Partner will pay a cash adjustment based upon the fair market value of the Series B Preferred Shares Stock on the day prior to the exchange date as determined in good faith by the Board of Trustees Directors of the General Partner.
Appears in 1 contract
Sources: Agreement of Limited Partnership (Summit Properties Partnership L P)
Procedure for Exchange. (i) Any exchange shall be exercised pursuant to a notice of exchange (the “EXCHANGE NOTICEExchange Notice”) delivered to the General Partner by the holder who is exercising such exchange right, by (aA) fax and (bB) by certified mail postage prepaid. The exchange of Series B F Preferred Units, or a specified portion thereof, may be effected after the tenth fifth (10th5th) Business Day following receipt by the General Partner of the Exchange Notice by delivering certificates, if any, representing such Series B F Preferred Units to be exchanged together with, if applicable, written notice of exchange and a proper assignment of such Series B F Preferred Units to the office of the General Partner maintained for such purpose. Currently, such office is 2▇is: 5▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇. ▇ Each exchange will be deemed to have been effected immediately prior to the close of business on the date on which such Series B F Preferred Units to be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by the General Partner as aforesaid and the Exchange Price shall have been paid. Any Series B F Preferred Shares issued pursuant to this SECTION Section 9 shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of pledge, lien, encumbrance or restriction other than those provided in the Charter, the Bylaws of the General Partner, the Securities Act of 1933, as amended, and relevant state securities or blue sky laws.
(ii) In If the event of an exchange of Series B F Preferred Units for shares of Series B F Preferred Shares, an amount equal to the accrued and unpaid distributions, whether or not declared, to the date of exchange on any Series B F Preferred Units tendered for exchange shall (aA) accrue on the shares of the Series B F Preferred Shares into which such Series B F Preferred Units are exchanged, and (bB) continue to accrue on such Series B F Preferred Units, which shall remain outstanding following such exchange, with the General Partner as the holder of such Series B F Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a Series B F Preferred Unit that was validly exchanged into Series B F Preferred Shares pursuant to this section Section 9 (other than the General Partner now holding such Series B F Preferred Unit), receive a cash distribution out of Available Cash of the Partnership, if such holder, after exchange, is entitled to receive a distribution out of Available Cash with respect to the share of Series B F Preferred Shares for which such Series B F Preferred Unit was exchanged or redeemed.
(iii) Fractional shares of Series B F Preferred Shares are not to be issued upon exchange but, in lieu thereof, the General Partner will pay a cash adjustment based upon the fair market value of the Series B F Preferred Shares on the day prior to the exchange date as determined in good faith by the Board of Trustees Directors of the General Partner.
Appears in 1 contract
Sources: Second Restated and Amended Agreement of Limited Partnership (Liberty Property Limited Partnership)
Procedure for Exchange. (iA) Any exchange shall be exercised pursuant to a notice of exchange (the “EXCHANGE NOTICE”"Series D Exchange Notice") delivered to the General Partner by the holder who is exercising such exchange right, by (ai) fax and (bii) by certified mail postage prepaid. Upon request of the General Partner, such holder delivering the Series D Exchange Notice shall provide to the General Partner in writing such information as the General Partner may reasonably request to determine whether any portion of the exchange by the delivering holder will result in the violation of the restrictions of Article 5 of the Articles of Incorporation, including the Ownership Limit and the Related Tenant Limit. The exchange of Series B D Preferred Units, or a specified portion thereof, may be effected after the tenth fifth (10th5th) Business Day Days following receipt by the General Partner of the Series D Exchange Notice and such requested information by delivering certificates, if any, representing such Series B D Preferred Units to be exchanged together with, if applicable, written notice of exchange and a proper assignment of such Series B D Preferred Units to the office of the General Partner maintained for such purpose. Currently, such office is 2121 West ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇. Each exchange ▇▇▇▇ ▇▇change will be deemed to have been effected immediately prior to the close of business on the date on which such Series B D Preferred Units to be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by the General Partner as aforesaid and the Series D Exchange Price shall have been paid. Any Series B D Preferred Shares Stock issued pursuant to this SECTION Section 4.8(g) shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of pledge, lien, encumbrance or restriction other than those provided in the CharterArticles of Incorporation, the Bylaws of the General Partner, the Securities Act of 1933, as amended, and relevant state securities or blue sky laws.
(iiB) In the event of an exchange of Series B D Preferred Units for shares of Series B D Preferred SharesStock, an amount equal to the accrued and unpaid distributionsdistributions which are not paid pursuant to Section 4(a) hereof, whether or not declared, to the date of exchange on any Series B D Preferred Units tendered for exchange shall (ai) accrue and be payable by the General Partner from and after the date of exchange on the shares of the Series B D Preferred Shares Stock into which such Series B D Preferred Units are exchanged, and (bii) continue to accrue on such Series B D Preferred Units, which shall remain outstanding outstand- ing following such exchange, with the General Partner as the holder of such Series B D Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a Series B D Preferred Unit that was validly exchanged into Series B D Preferred Shares Stock pursuant to this section (other than the General Partner now holding such Series B D Preferred Unit), receive a distribution out of Available Cash or Capital Transaction Proceeds of the Partnership, if such holder, after exchange, is entitled to receive a distribution out of Available Cash Partnership with respect to the share of any Series B D Preferred Shares for which such Series B Preferred Unit was exchanged or redeemedUnits so exchanged.
(iiiC) Fractional shares of Series B D Preferred Shares Stock are not to be issued upon exchange but, in lieu thereof, the General Partner will pay a cash adjustment based upon the fair market value of the Series B D Preferred Shares Stock on the day prior to the exchange date as determined in good faith by the Board of Trustees Directors of the General Partner.
Appears in 1 contract
Procedure for Exchange. (i) Any exchange shall be exercised pursuant to a notice of exchange (the “EXCHANGE NOTICE”"Series E Exchange Notice") delivered to the General Partner by the holder who is exercising such exchange right, by (aA) fax and (bB) by certified mail postage prepaid. The exchange of Series B E Preferred Units, or a specified portion thereof, may be effected after the tenth fifth (10th5th) Business Day following receipt by the General Partner of the Series E Exchange Notice by delivering certificates, if any, representing such Series B E Preferred Units to be exchanged together with, if applicable, written notice of exchange and a proper assignment of such Series B E Preferred Units to the office of the General Partner maintained for such purpose. Currently, such office is 2▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. Each exchange will be deemed to have been effected immediately prior to the close of business on the date on which such Series B E Preferred Units to be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by the General Partner as aforesaid and the Series E Exchange Price shall have been paid. Any Series B E Preferred Shares issued pursuant to this SECTION Section 9 shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of pledge, lien, encumbrance or restriction other than those provided in the Charter, the Bylaws of the General Partner, the Securities Act of 1933, as amended, and relevant state securities or blue sky laws.
(ii) In the event of an exchange of Series B E Preferred Units for shares of Series B E Preferred Shares, an amount equal to the accrued and unpaid distributions, whether or not declared, to the date of exchange on any Series B E Preferred Units tendered for exchange shall (aA) accrue on the shares of the Series B E Preferred Shares into which such Series B E Preferred Units are exchanged, and (bB) continue to accrue on such Series B E Preferred Units, which shall remain outstanding following such exchange, with the General Partner as the holder of such Series B F Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a Series B E Preferred Unit that was validly exchanged into Series B E Preferred Shares pursuant to this section (other than the General Partner now holding such Series B E Preferred Unit), receive a cash distribution out of Available Cash of the Partnership, if such holder, after exchange, is entitled to receive a distribution out of Available Cash with respect to the share of Series B E Preferred Shares for which such Series B E Preferred Unit was exchanged or redeemed.
(iii) Fractional shares of Series B E Preferred Shares are not to be issued upon exchange but, in lieu thereof, the General Partner will pay a cash adjustment based upon the fair market value of the Series B E Preferred Shares on the day prior to the exchange date as determined in good faith by the Board of Trustees Directors of the General Partner.
Appears in 1 contract
Sources: Second Amended and Restated Agreement of Limited Partnership (Cabot Industrial Properties Lp)
Procedure for Exchange. (i) Any exchange shall be exercised pursuant to a notice of exchange (the “EXCHANGE NOTICE”"Exchange Notice") delivered to the General Partner by the holder who is exercising such exchange right, by (aA) fax and (bB) by certified mail postage prepaid. The exchange of Series B C Preferred Units, or a specified portion thereof, may be effected after the tenth fifth (10th5th) Business Day following receipt by the General Partner of the Exchange Notice by delivering certificates, if any, representing such Series B C Preferred Units to be exchanged together with, if applicable, written notice of exchange and a proper assignment of such Series B C Preferred Units to the office of the General Partner maintained for such purpose. Currently, such office is 2▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. Each exchange will be deemed to have been effected immediately prior to the close of business on the date on which such Series B C Preferred Units to be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by the General Partner as aforesaid and the Exchange Price shall have been paid. Any Series B C Preferred Shares issued pursuant to this SECTION Section 8 shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of pledge, lien, encumbrance or restriction other than those provided in the Charter, the Bylaws of the General Partner, the Securities Act of 1933, as amended, 1933 and relevant state securities or blue sky laws.
(ii) In the event of an exchange of Series B C Preferred Units for shares of Series B C Preferred Shares, an amount equal to the accrued and unpaid distributions, whether or not declared, to the date of exchange on any Series B C Preferred Units tendered for exchange shall (aA) accrue on the shares of the Series B C Preferred Shares into which such Series B C Preferred Units are exchanged, and (bB) continue to accrue on such Series B C Preferred Units, which shall remain outstanding following such exchange, with the General Partner as the holder of such Series B C Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a Series B C Preferred Unit that was validly exchanged into Series B C Preferred Shares pursuant to this section (other than the General Partner now holding such Series B C Preferred Unit), receive a cash distribution out of Available Cash of the Partnership, if such holder, after exchange, is entitled to receive a distribution out of Available Cash with respect to the share of Series B C Preferred Shares for which such Series B C Preferred Unit was exchanged or redeemed. Further, for purposes of the foregoing, in the event of an exchange of Series C Preferred Units for Series C Preferred Shares, if the accrued and unpaid distributions per Series C Preferred Unit is not the same for all Series C Preferred Units, the accrued and unpaid distributions per Series C Preferred Unit for all Series C Preferred Units shall be equal to the greatest amount of such accrued and unpaid distributions per Series C Preferred Unit on any such unit.
(iii) Fractional shares of Series B C Preferred Shares are not to be issued upon exchange but, in lieu thereof, the General Partner will pay a cash adjustment based upon the fair market value of the Series B C Preferred Shares on the day prior to the exchange date as determined in good faith by the Board of Trustees Directors of the General Partner.
Appears in 1 contract
Sources: Second Amended and Restated Agreement of Limited Partnership (Cabot Industrial Trust)
Procedure for Exchange. (i) Any exchange pursuant to this Amendment shall be exercised pursuant to a notice of exchange (the “EXCHANGE NOTICE”"Exchange Notice") delivered to the --------------- General Partner by the holder who is exercising such exchange right, by (aA) fax and (bB) by certified mail postage prepaid. The exchange of Series B G Preferred Units, or a specified portion thereof, may be effected after the tenth fifth (10th5th) Business Day following receipt by the General Partner of the Exchange Notice by delivering certificates, if any, representing such Series B G Preferred Units to be exchanged together with, if applicable, written notice of exchange and a proper assignment of such Series B G Preferred Units to the office of the General Partner maintained for such purpose. Currently, such office is 2▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. Each exchange will be deemed to have been effected immediately prior to the close of business on the date on which such Series B G Preferred Units to be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by the General Partner as aforesaid and the Exchange Price shall have been paid. Any Series B G Preferred Shares issued pursuant to this SECTION Section 8 shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of pledge, lien, encumbrance or restriction other than those provided in the Charter, the Bylaws of the General Partner, the Securities Act of 1933, as amended, 1933 and relevant state securities or blue sky laws.
(ii) In the event of an exchange of Series B G Preferred Units for shares of Series B G Preferred Shares, an amount equal to the accrued and unpaid distributions, whether or not declared, to the date of exchange on any Series B G Preferred Units tendered for exchange shall (aA) accrue on the shares of the Series B G Preferred Shares into which such Series B G Preferred Units are exchanged, and (bB) continue to accrue on such Series B G Preferred Units, which shall remain outstanding following such exchange, with the General Partner as the holder of such Series B G Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a Series B G Preferred Unit that was validly exchanged into Series B G Preferred Shares pursuant to this section (other than the General Partner now holding such Series B G Preferred Unit), receive a cash distribution out of Available Cash of the Partnership, if such holder, after exchange, is entitled to receive a distribution out of Available Cash with respect to the share of Series B G Preferred Shares for which such Series B G Preferred Unit was exchanged or redeemed.
(iii) Fractional shares of Series B G Preferred Shares are not to be issued upon exchange but, in lieu thereof, the General Partner will pay a cash adjustment based upon the fair market value of the Series B G Preferred Shares on the day prior to the exchange date as determined in good faith by the Board of Trustees Directors of the General Partner.
Appears in 1 contract
Sources: Second Amended and Restated Agreement of Limited Partnership (Cabot Industrial Trust)
Procedure for Exchange. (i) Any exchange shall be exercised pursuant ---------------------- to a notice of exchange (the “"EXCHANGE NOTICE”") delivered to the General Partner --------------- by the holder who is exercising such exchange right, by (a) fax and (b) by certified mail postage prepaid. The Except as otherwise provided in Sections 9(a)(ii) and 9(a)(iii), the General Partner and the Partnership shall effect any exchange of Series B Preferred Units by delivering to each holder of record of Series B Preferred Units, or within ten (10) Business Days following receipt of the Exchange Notice, (1) certificates representing the Series B Preferred Stock being issued in exchange for the Series B Preferred Units of such holder being exchanged and (2) a specified portion thereofwritten notice stating (A) the exchange date, which may be effected after the tenth date of such written notice or any other date which is not later than fifteen (10th15) Business Day Days following the receipt by of the Exchange Notice, (B) the Exchange Price, and (C) that distributions on the Series B Preferred Units will cease to accrue on such exchange date. As a condition to the exchange, the General Partner may require the holders of the Exchange Notice by delivering certificates, if any, representing such Series B Preferred Units to make such representations as may be exchanged together with, if applicable, written notice reasonably necessary for the General Partner to establish that the issuance of exchange and a proper assignment of such Series B Preferred Units Stock pursuant to the office of the General Partner maintained for such purpose. Currently, such office is 2▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇. Each exchange will shall not be deemed to have been effected immediately prior to the close of business on the date on which such Series B Preferred Units required to be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by registered under the General Partner Securities Act of 1933, as aforesaid and the Exchange Price shall have been paidamended, or any state securities laws. Any Series B Preferred Shares Stock issued pursuant to this SECTION 9 shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of pledge, lien, encumbrance or restriction other than those provided in the Charter, the Bylaws of the General Partner, the Securities Act of 1933, as amended, amended and relevant state securities or blue sky laws.laws or created by the exchanging holder of Series B Preferred Units. Each Series B Preferred Unit exchanged hereunder for a share of Series B Preferred Stock shall be transferred to and acquired by the General Partner and shall not be canceled or redeemed while such share of Series B Preferred Stock is outstanding. The certificates representing the Series B Preferred Shares issued upon exchange of the Series B Preferred Units shall contain the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR (B) IF THE CORPORATION HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER OF THE SHARES REPRESENTED HEREBY, OR OTHER EVIDENCE SATISFACTORY TO THE CORPORATION, THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT AND THE RULES AND REGULATIONS THEREUNDER
(ii) In the event of an exchange of Series B Preferred Units for shares of Series B Preferred SharesStock, an amount equal to the accrued and unpaid distributions, whether or not declared, to the date of exchange on any Series B Preferred Units tendered for exchange shall (a) accrue on the shares of the Series B Preferred Shares Stock into which such Series B Preferred Units are exchanged, and (b) continue to accrue on such Series B Preferred Units, which shall remain outstanding following such exchange, with the General Partner as the holder of such Series B Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a Series B Preferred Unit that was validly exchanged into Series B Preferred Shares Stock pursuant to this section (other than the General Partner now holding such Series B Preferred Unit), receive a distribution out of Available Operating Cash Flow or Capital Cash Flow of the Partnership, if such holder, after exchange, is entitled to receive a distribution out of Available Operating Cash Flow or Capital Cash Flow with respect to the share of Series B Preferred Shares Stock for which such Series B Preferred Unit was exchanged or redeemed.
(iii) Fractional shares of Series B Preferred Shares Stock are not to be issued upon exchange but, in lieu thereof, the General Partner will pay a cash adjustment based upon the fair market value of the Series B Preferred Shares Stock on the day prior to the exchange date as determined in good faith by the Board of Trustees Directors of the General Partner.
Appears in 1 contract
Sources: Second Restated Agreement of Limited Partnership (Bradley Operating L P)
Procedure for Exchange. (iA) Any exchange shall be exercised pursuant to a notice of exchange (the “EXCHANGE NOTICE”"Series F Exchange Notice") delivered to the General Partner by the holder who is exercising such exchange right, by (ai) fax and (bii) by certified mail postage prepaid. Upon request of the General Partner, such holder delivering the Series F Exchange Notice shall provide to the General Partner in writing such information as the General Partner may reasonably request to determine whether any portion of the exchange by the delivering holder will result in the violation of the restrictions of Article 5 of the Articles of Incorporation, including the Ownership Limit and the Related Tenant Limit. The exchange of Series B F Preferred Units, or a specified portion thereof, may be effected after the tenth fifth (10th5th) Business Day Days following receipt by the General Partner of the Series F Exchange Notice and such requested information by delivering certificates, if any, representing such Series B F Preferred Units to be exchanged together with, if applicable, written notice of exchange and a proper assignment of such Series B F Preferred Units to the office of the General Partner maintained for such purpose. Currently, such office is 2▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇121 West Forsyth Street, ▇▇Su▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇. Each exchange will be ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ deemed to have been effected immediately prior to the close of business on the date on which such Series B F Preferred Units to be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by the General Partner as aforesaid and the Series F Exchange Price shall have been paid. Any Series B F Preferred Shares Stock issued pursuant to this SECTION Section 4.10(g) shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of pledge, lien, encumbrance or restriction other than those provided in the CharterArticles of Incorporation, the Bylaws of the General Partner, the Securities Act of 1933, as amended, and relevant state securities or blue sky laws.
(iiB) In the event of an exchange of Series B F Preferred Units for shares of Series B F Preferred SharesStock, an amount equal to the accrued and unpaid distributionsdistributions which are not paid pursuant to Section 4(a) hereof, whether or not declared, to the date of exchange on any Series B F Preferred Units tendered for exchange shall (ai) accrue and be payable by the General Partner from and after the date of exchange on the shares of the Series B F Preferred Shares Stock into which such Series B F Preferred Units are exchanged, . and (bii) continue to accrue on such Series B F Preferred Units, which shall remain outstanding following such exchange, with the General Partner as the holder of such Series B F Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a Series B F Preferred Unit that was validly exchanged into Series B F Preferred Shares Stock pursuant to this section (other than the General Partner now holding such Series B F Preferred Unit), receive a distribution out of Available Cash or Capital Transaction Proceeds of the Partnership, if such holder, after exchange, is entitled to receive a distribution out of Available Cash Partnership with respect to the share of any Series B F Preferred Shares for which such Series B Preferred Unit was exchanged or redeemedUnits so exchanged.
(iiiC) Fractional shares of Series B F Preferred Shares Stock are not to be issued upon exchange but, in lieu thereof, the General Partner will pay a cash adjustment based upon the fair market value of the Series B F Preferred Shares Stock on the day prior to the exchange date as determined in good faith by the Board of Trustees Directors of the General Partner.
Appears in 1 contract
Procedure for Exchange. (i) Any exchange shall be exercised pursuant to a notice of exchange (the “EXCHANGE NOTICE”"Exchange Notice") delivered to the General Partner by the holder who is exercising such exchange right, by (ai) fax and (bii) by certified mail postage prepaid. Upon request of the General Partner, such holder delivering the Exchange Notice shall provide to the General Partner in writing such information as the General Partner may reasonably request to determine whether any portion of the exchange by the delivering holder will result in the violation of the restrictions of Article 5 of the Charter, including the Ownership Limit and the Related Tenant Limit. The exchange of Series B Preferred Units, or a specified portion thereof, may be effected after the tenth fifth (10th5th) Business Day Days following receipt by the General Partner of the Exchange Notice and such requested information by delivering certificates, if any, representing such Series B Preferred Units to be exchanged together with, if applicable, written notice of exchange and a proper assignment of such Series B Preferred Units to the office of the General Partner maintained for such purpose. Currently, such office is 2▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇121 West Forsyth Street, ▇▇Su▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇. Each exchange will be deemed ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇med to have been effected immediately prior to the close of business on the date on which such Series B Preferred Units to be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by the General Partner as aforesaid and the Exchange Price shall have been paid. Any Series B Preferred Shares Stock issued pursuant to this SECTION Section 10 shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of pledge, lien, encumbrance or restriction other than those provided in the Charter, the Bylaws of the General Partner, the Securities Act of 1933, as amended, and relevant state securities or blue sky laws.
(ii) In the event of an exchange of Series B Preferred Units for shares of Series B Preferred Shares, an amount equal to the accrued and unpaid distributions, whether or not declared, to the date of exchange on any Series B Preferred Units tendered for exchange shall (a) accrue on the shares of the Series B Preferred Shares into which such Series B Preferred Units are exchanged, and (b) continue to accrue on such Series B Preferred Units, which shall remain outstanding following such exchange, with the General Partner as the holder of such Series B Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a Series B Preferred Unit that was validly exchanged into Series B Preferred Shares pursuant to this section (other than the General Partner now holding such Series B Preferred Unit), receive a distribution out of Available Cash of the Partnership, if such holder, after exchange, is entitled to receive a distribution out of Available Cash with respect to the share of Series B Preferred Shares for which such Series B Preferred Unit was exchanged or redeemed.
(iii) Fractional shares of Series B Preferred Shares are not to be issued upon exchange but, in lieu thereof, the General Partner will pay a cash adjustment based upon the fair market value of the Series B Preferred Shares on the day prior to the exchange date as determined in good faith by the Board of Trustees of the General Partner.
Appears in 1 contract
Procedure for Exchange. (iA) Any exchange shall be exercised pursuant to a notice of exchange (the “EXCHANGE NOTICE”"Series D Exchange Notice") delivered to the General Partner by the holder who is exercising such exchange right, by (ai) fax and (bii) by certified mail postage prepaid. Upon request of the General Partner, such holder delivering the Series D Exchange Notice shall provide to the General Partner in writing such information as the General Partner may reasonably request to determine whether any portion of the exchange by the delivering holder will result in the violation of the restrictions of Article 5 of the Articles of Incorporation, including the Ownership Limit and the Related Tenant Limit. The exchange of Series B D Preferred Units, or a specified portion thereof, may be effected after the tenth fifth (10th5th) Business Day Days following receipt by the General Partner of the Series D Exchange Notice and such requested information by delivering certificates, if any, representing such Series B D Preferred Units to be exchanged together with, if applicable, written notice of exchange and a proper assignment of such Series B D Preferred Units to the office of the General Partner maintained for such purpose. Currently, such office is 2▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇. Each exchange will be deemed to have been effected immediately prior to the close of business on the date on which such Series B D Preferred Units to be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by the General Partner as aforesaid and the Series D Exchange Price shall have been paid. Any Series B D Preferred Shares Stock issued pursuant to this SECTION Section 4.8(g) shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of pledge, lien, encumbrance or restriction other than those provided in the CharterArticles of Incorporation, the Bylaws of the General Partner, the Securities Act of 1933, as amended, and relevant state securities or blue sky laws.
(iiB) In the event of an exchange of Series B D Preferred Units for shares of Series B D Preferred SharesStock, an amount equal to the accrued and unpaid distributionsdistributions which are not paid pursuant to Section 4(a) hereof, whether or not declared, to the date of exchange on any Series B D Preferred Units tendered for exchange shall (ai) accrue and be payable by the General Partner from and after the date of exchange on the shares of the Series B D Preferred Shares Stock into which such Series B D Preferred Units are exchanged, and (bii) continue to accrue on such Series B D Preferred Units, which shall remain outstanding following such exchange, with the General Partner as the holder of such Series B D Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a Series B D Preferred Unit that was validly exchanged into Series B D Preferred Shares Stock pursuant to this section (other than the General Partner now holding such Series B D Preferred Unit), receive a distribution out of Available Cash or Capital Transaction Proceeds of the Partnership, if such holder, after exchange, is entitled to receive a distribution out of Available Cash Partnership with respect to the share of any Series B D Preferred Shares for which such Series B Preferred Unit was exchanged or redeemedUnits so exchanged.
(iiiC) Fractional shares of Series B D Preferred Shares Stock are not to be issued upon exchange but, in lieu thereof, the General Partner will pay a cash adjustment based upon the fair market value of the Series B D Preferred Shares Stock on the day prior to the exchange date as determined in good faith by the Board of Trustees Directors of the General Partner.
Appears in 1 contract
Sources: Limited Partnership Agreement (Regency Realty Corp)
Procedure for Exchange. (i) Any exchange shall be exercised pursuant to a notice of exchange (the “EXCHANGE NOTICE”"Exchange Notice") delivered to the General Partner by the holder who is exercising such exchange right, by (a) fax and (b) by certified mail mail, postage prepaid. Upon request of the General Partner, such holder delivering the Exchange Notice shall provide to the General Partner in writing such information as the General Partner may reasonably request to determine whether any portion of the exchange by the delivering holder will result in the violation of the restrictions of Article 7 of the Charter, including the Ownership Limit. The exchange of Series B C Preferred Units, or a specified portion thereof, may be effected after the tenth (10th) fifth Business Day following receipt by the General Partner of the Exchange Notice and such requested information by delivering certificates, if any, representing such Series B C Preferred Units to be exchanged together with, if applicable, written notice of exchange and a proper assignment of such Series B C Preferred Units to the office of the General Partner maintained for such purpose. Currently, such office is 2located at 900 ▇. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇. Each ▇▇ch exchange will be deemed to have been effected immediately prior to the close of business on the date on which such Series B C Preferred Units to be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by the General Partner as aforesaid and the Exchange Price shall have been paid. Any Series B C Preferred Shares issued pursuant to this SECTION Section 4.2.9.8 shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of pledge, lien, encumbrance or restriction other than those provided in the Charter, the Bylaws of the General Partner, the Securities Act of 1933, as amended, and relevant state securities or blue sky laws.
(ii) In the event of an exchange of Series B C Preferred Units for shares of Series B C Preferred SharesStock, an amount equal to the accrued and unpaid distributionsdistributions that are not paid pursuant to Section 4.2.9.3(a) hereof, whether or not declared, to the date of exchange on any Series B C Preferred Units tendered for exchange shall (aA) accrue and be payable by the General Partner from and after the date of exchange on the shares of the Series B C Preferred Shares Stock into which such Series B C Preferred Units are exchanged, and (bB) continue to accrue on such Series B C Preferred Units, which shall remain outstanding following such exchange, with the General Partner as the holder of such Series B C Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a Series B C Preferred Unit that was validly exchanged into Series B C Preferred Shares Stock pursuant to this section (other than the General Partner now holding such Series B C Preferred Unit), receive a distribution out of Available Cash of the Partnership, if such holder, after exchange, is entitled to receive a distribution out of Available Cash Partnership with respect to the share of any Series B C Preferred Shares for which such Series B Preferred Unit was exchanged or redeemedUnits so exchanged.
(iii) Fractional shares of Series B C Preferred Shares are Stock shall not to be issued upon exchange but, in lieu thereof, the General Partner will shall pay a cash adjustment based upon the fair market value of the Series B C Preferred Shares Stock on the day prior to the exchange date as determined in good faith by the Board of Trustees Directors of the General Partner.
Appears in 1 contract
Sources: Second Amended and Restated Agreement of Limited Partnership (Urban Shopping Centers Inc)
Procedure for Exchange. (i) Any exchange pursuant to this Amendment shall be exercised pursuant to a notice of exchange (the “EXCHANGE NOTICE”"Exchange Notice") delivered to the --------------- General Partner by the holder who is exercising such exchange right, by (aA) fax and (bB) by certified mail postage prepaid. The exchange of Series B H Preferred Units, or a specified portion thereof, may be effected after the tenth fifth (10th5th) Business Day following receipt by the General Partner of the Exchange Notice by delivering certificates, if any, representing such Series B H Preferred Units to be exchanged together with, if applicable, written notice of exchange and a proper assignment of such Series B H Preferred Units to the office of the General Partner maintained for such purpose. Currently, such office is 2▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. Each exchange will be deemed to have been effected immediately prior to the close of business on the date on which such Series B H Preferred Units to be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by the General Partner as aforesaid and the Exchange Price shall have been paid. Any Series B H Preferred Shares issued pursuant to this SECTION Section 8 shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of pledge, lien, encumbrance or restriction other than those provided in the Charter, the Bylaws of the General Partner, the Securities Act of 1933, as amended, 1933 and relevant state securities or blue sky laws.
(ii) In the event of an exchange of Series B H Preferred Units for shares of Series B H Preferred Shares, an amount equal to the accrued and unpaid distributions, whether or not declared, to the date of exchange on any Series B H Preferred Units tendered for exchange shall (aA) accrue on the shares of the Series B H Preferred Shares into which such Series B H Preferred Units are exchanged, and (bB) continue to accrue on such Series B H Preferred Units, which shall remain outstanding following such exchange, with the General Partner as the holder of such Series B H Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a Series B H Preferred Unit that was validly exchanged into Series B H Preferred Shares pursuant to this section (other than the General Partner now holding such Series B H Preferred Unit), receive a cash distribution out of Available Cash of the Partnership, if such holder, after exchange, is entitled to receive a distribution out of Available Cash with respect to the share of Series B H Preferred Shares for which such Series B H Preferred Unit was exchanged or redeemed.
(iii) Fractional shares of Series B H Preferred Shares are not to be issued upon exchange but, in lieu thereof, the General Partner will pay a cash adjustment based upon the fair market value of the Series B H Preferred Shares on the day prior to the exchange date as determined in good faith by the Board of Trustees of the General Partner.
Appears in 1 contract
Sources: Second Amended and Restated Agreement of Limited Partnership (Cabot Industrial Trust)
Procedure for Exchange. (i) Any exchange shall be exercised pursuant to a notice of exchange (the “EXCHANGE NOTICE”"Exchange Notice") delivered to the General Partner by the holder who is exercising such exchange right, by (a) fax and (b) by certified mail postage prepaid. Upon request of the General Partner, such holder delivering the Exchange Notice shall provide to the General Partner in writing such information as the General Partner may reasonably request to determine whether any portion of the exchange by the delivering holder will result in the violation of the restrictions of Article 7 of the Charter, including the Ownership Limit. The exchange of Series B D Preferred Units, or a specified portion thereof, may be effected after the tenth (10th) fifth Business Day following receipt by the General Partner of the Exchange Notice and such requested information by delivering certificates, if any, representing such Series B D Preferred Units to be exchanged together with, if applicable, written notice of exchange and a proper assignment of such Series B D Preferred Units to the office of the General Partner maintained for such purpose. Currently, such office is 2▇located at 9▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇. Each exchange will be deemed to have been effected immediately prior to the close of business on the date on which such Series B D Preferred Units to be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by the General Partner as aforesaid and the Exchange Price shall have been paid. Any shares of Series B D Preferred Shares Stock issued pursuant to this SECTION Section 4.2.10.8 shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of pledge, lien, encumbrance or restriction other than those provided in the Charter, the Bylaws of the General Partner, the Securities Act of 1933, as amended, and relevant state securities or blue sky laws.
(ii) In the event of an exchange of Series B D Preferred Units for shares of Series B D Preferred SharesStock, an amount equal to the accrued and unpaid distributionsdistributions that are not paid pursuant to Section 4.2.10.3(a) hereof, whether or not declared, to the date of exchange on any Series B D Preferred Units tendered for exchange shall (aA) accrue and be payable by the General Partner from and after the date of exchange on the shares of the Series B D Preferred Shares Stock into which such Series B D Preferred Units are exchanged, and (bB) continue to accrue on such Series B D Preferred Units, which shall remain outstanding following such exchange, with the General Partner as the holder of such Series B D Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a Series B D Preferred Unit that was validly exchanged into Series B D Preferred Shares Stock pursuant to this section Section (other than the General Partner now holding such Series B D Preferred Unit), receive a distribution out of Available Cash of the Partnership, if such holder, after exchange, is entitled to receive a distribution out of Available Cash with respect to the share of any Series B D Preferred Shares for which such Series B Preferred Unit was exchanged or redeemedUnits so exchanged.
(iii) Fractional shares of Series B D Preferred Shares are Stock shall not to be issued upon exchange but, in lieu thereof, the General Partner will shall pay a cash adjustment based upon the fair market value of the Series B D Preferred Shares Stock on the day prior to the exchange date as determined in good faith by the Board of Trustees Directors of the General Partner.
Appears in 1 contract
Sources: Second Amended and Restated Agreement of Limited Partnership (Urban Shopping Centers Inc)
Procedure for Exchange. (i) Any exchange shall be exercised pursuant to a notice of exchange (the “EXCHANGE NOTICE”"Exchange Notice") delivered to the General Partner by the holder who is exercising such exchange right, by (ay) fax and (bz) by certified mail postage prepaid. The Except as otherwise provided in Sections 9(a)(ii) and 9(a)(iii) hereof, the General Partner and the Partnership shall effect any exchange of Series B C Preferred Units by delivering to each holder of record of Series C Preferred Units, or within ten (10) Business Days following receipt of the Exchange Notice, (A) certificates representing the Series C Preferred Stock being issued in exchange for the Series C Preferred Units of such holder being exchanged and (B) a specified portion thereofwritten notice stating (1) the exchange date, which may be effected after the tenth date of such written notice or any other date which is not later than fifteen (10th15) Business Day Days following the receipt by of the Exchange Notice, (2) the Series C Exchange Price, and (3) that distributions on the Series C Preferred Units will cease to accrue on such exchange date. As a condition to the exchange, the General Partner may require the holders of the Exchange Notice by delivering certificates, if any, representing such Series B C Preferred Units to make such representations as may be exchanged together with, if applicable, written notice of exchange and a proper assignment of such Series B Preferred Units to the office of reasonably necessary for the General Partner maintained for such purpose. Currently, such office is 2▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇. Each exchange will be deemed to have been effected immediately prior establish that the issuance of Series C Preferred Stock pursuant to the close of business on the date on which such Series B Preferred Units exchange shall not be required to be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by registered under the General Partner Securities Act of 1933, as aforesaid and the Exchange Price shall have been paidamended, or any state securities laws. Any shares of Series B C Preferred Shares Stock issued pursuant to this SECTION Section 9 shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, and shall be delivered free of any pledge, lien, encumbrance or restriction other than those provided in the Charter, the Bylaws of the General PartnerCompany, the Securities Act of 1933, as amended, amended and relevant state securities or blue sky lawslaws or created by the exchanging holder of Series C Preferred Units. Each Series C Preferred Unit exchanged hereunder for a share of Series C Preferred Stock shall be transferred to and acquired by the General Partner and shall not be canceled or redeemed while such share of Series C Preferred Stock is outstanding. The certificates representing the Series C Preferred Shares issued upon exchange of the Series C Preferred Units shall contain the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR (B) IF THE CORPORATION HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER OF THE SHARES REPRESENTED HEREBY, OR OTHER EVIDENCE SATISFACTORY TO THE CORPORATION, THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT AND THE RULES AND REGULATIONS THEREUNDER.
(ii) In the event of an exchange of Series B C Preferred Units for shares of Series B C Preferred SharesStock, an amount equal to the accrued and unpaid distributions, whether or not declared, to the date of exchange on any Series B C Preferred Units tendered for exchange shall (a) accrue on the shares of the Series B Preferred Shares into which such Series B Preferred Units are exchanged, and (b) continue to accrue on such Series B C Preferred Units, which shall remain outstanding following such exchange, with the General Partner as the holder of such Series B C Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a Series B C Preferred Unit that was validly exchanged into Series B C Preferred Shares Stock pursuant to this section (other than the General Partner now holding such Series B C Preferred Unit), receive a distribution out of Available Cash of the Partnership, if such holder, after exchange, is be entitled to receive a distribution out of Available Cash with respect to such exchanged Unit, if such holder, after such exchange, is entitled to receive a distribution from the Company with respect to the share of Series B C Preferred Shares Stock for which such Series B C Preferred Unit was exchanged or redeemed.
(iii) Fractional shares of Series B C Preferred Shares are Stock shall not to be issued upon any exchange hereunder but, in lieu thereof, the General Partner will pay a cash adjustment based upon the fair market value of the Series B C Preferred Shares Stock on the day prior to the exchange date as determined in good faith by the Board of Trustees Directors of the General Partner.
Appears in 1 contract
Sources: Agreement of Limited Partnership (Summit Properties Partnership L P)
Procedure for Exchange. (i) Any exchange shall be exercised pursuant to a notice of exchange (the “"SERIES C EXCHANGE NOTICE”") delivered to the General Partner by the holder who is exercising such exchange right, by (a) fax and (b) by certified mail postage prepaid. The exchange of Series B C Preferred Units, or a specified portion thereof, may be effected after the tenth fifth (10th5th) Business Day following receipt by the General Partner expiration of the Exchange Notice fifteen (15) day period further described in the first sentence of Section 17.9.A(iii), by delivering certificates, if any, representing such Series B C Preferred Units to be exchanged together with, if applicable, with written notice of exchange and a proper an assignment of such Series B C Preferred Units and such opinions of counsel and further assurances further described in Section 17.6.C(i) hereof to the office of the General Partner maintained for such purpose. Currently, such office is 2▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇. Each exchange will be deemed to have been effected immediately prior to the close of business on the date on which such Series B C Preferred Units to be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by the General Partner as aforesaid and the Series C Exchange Price shall have been paid. Any Series B C Preferred Shares issued pursuant to this SECTION Section 17.9 shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of pledge, lien, encumbrance or restriction other than those provided in the CharterDeclaration of Trust, the Bylaws of the General PartnerPartner Entity, the Securities Act of 1933, as amended, and relevant state securities or blue sky laws.
(ii) In the event of an exchange of Series B C Preferred Units for shares of Series B C Preferred Shares, an amount equal to the accrued and unpaid distributions, whether or not declared, to the date of exchange on any Series B C Preferred Units tendered for exchange shall (a) accrue on the shares of the Series B C Preferred Shares into which such Series B C Preferred Units are exchanged, and (b) continue to accrue on such Series B C Preferred Units, which shall remain outstanding following such exchange, with the General Partner as the holder of such Series B C Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a Series B C Preferred Unit that was validly exchanged into Series B C Preferred Shares pursuant to this section (other than the General Partner now holding such Series B C Preferred Unit), receive a any cash distribution out of Available Cash of from the Partnership, if such holder, after exchange, is entitled to receive a cash distribution out of Available Cash with respect to the share of Series B C Preferred Shares for which such Series B C Preferred Unit was exchanged or redeemed.
(iii) Fractional shares of Series B C Preferred Shares are not to be issued upon exchange but, in lieu thereof, the General Partner will pay a cash adjustment based upon the fair market value of the Series B C Preferred Shares on the day prior to the exchange date as determined in good faith by the Board of Trustees Directors of the General Partner.
Appears in 1 contract
Procedure for Exchange. (i) Any exchange shall be exercised pursuant to a notice of exchange (the “EXCHANGE NOTICE”"Exchange Notice") delivered to the General Partner by the holder who is exercising such exchange right, by (aA) fax and (bB) by certified mail postage prepaid. The exchange of Series B C Preferred Units, or a specified portion thereof, may be effected after the tenth fifth (10th5th) Business Day following receipt by the General Partner of the Exchange Notice by delivering certificates, if any, representing such Series B C Preferred Units to be exchanged together with, if applicable, written notice of exchange and a proper assignment of such Series B C Preferred Units to the office of the General Partner maintained for such purpose. Currently, such office is 2is: 6▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇. Each exchange will be deemed to have been effected immediately prior to the close of business on the date on which such Series B C Preferred Units to be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by the General Partner as aforesaid and the Exchange Price shall have been paid. Any Series B C Preferred Shares issued pursuant to this SECTION Section 10 shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of pledge, lien, encumbrance or restriction other than those provided in the Charter, the Bylaws of the General Partner, the Securities Act of 1933, as amended, and relevant state securities or blue sky laws.
(ii) In the event of an exchange of Series B C Preferred Units for shares of Series B C Preferred Shares, an amount equal to the accrued and unpaid distributions, whether or not declared, to the date of exchange on any Series B C Preferred Units tendered for exchange shall (aA) accrue on the shares of the Series B C Preferred Shares into which such Series B C Preferred Units are exchanged, and (bB) continue to accrue on such Series B C Preferred Units, which shall remain outstanding following such exchange, with the General Partner as the holder of such Series B C Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a Series B C Preferred Unit that was validly exchanged into Series B C Preferred Shares pursuant to this section Section 10 (other than the General Partner now holding such Series B C Preferred Unit), receive a cash distribution out of Available Cash of the Partnership, if such holder, after exchange, is entitled to receive a distribution out of Available Cash with respect to the share of Series B C Preferred Shares for which such Series B C Preferred Unit was exchanged or redeemed.
(iii) Fractional shares of Series B C Preferred Shares are not to be issued upon exchange but, in lieu thereof, the General Partner will pay a cash adjustment based upon the fair market value of the Series B C Preferred Shares on the day prior to the exchange date as determined in good faith by the Board of Trustees Directors of the General Partner.
Appears in 1 contract
Sources: Second Restated and Amended Agreement of Limited Partnership (Liberty Property Limited Partnership)
Procedure for Exchange. (i) Any exchange shall be exercised pursuant ---------------------- to a notice of exchange (the “EXCHANGE NOTICE”"Exchange Notice") delivered to the General Partner --------------- by the holder who is exercising such exchange right, by (a) fax and (b) by certified mail postage prepaid. The Except as otherwise provided in Sections 9(a)(ii) and 9(a)(iii), the General Partner and the Partnership shall effect any exchange of Series B C Preferred Units by delivering to each holder of record of Series C Preferred Units, or a specified portion thereof, may be effected after the tenth within ten (10th10) Business Day Days following receipt by the General Partner of the Exchange Notice by delivering certificatesNotice, if any(1) certificates representing the Series C Preferred Stock being issued in exchange for the Series C Preferred Units of such holder being exchanged and (2) a written notice stating (A) the exchange date, representing which may be the date of such written notice or any other date which is not later than fifteen (15) Business Days following the receipt of the Exchange Notice, (B) the Exchange Price, and (C) that distributions on the Series B C Preferred Units will cease to accrue on such exchange date. Notwithstanding anything to the contrary contained herein, any and all Preferred Units to be exchanged together withfor REIT Preferred Stock pursuant to this Section 7 shall be so exchanged in a single transaction at one time. As a condition to the exchange, if applicable, written notice the General Partner may require the holders of exchange and a proper assignment of such Series B C Preferred Units to the office of make such representations as may be reasonably necessary for the General Partner maintained for such purpose. Currently, such office is 2▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇. Each exchange will be deemed to have been effected immediately prior establish that the issuance of Series C Preferred Stock pursuant to the close of business on the date on which such Series B Preferred Units exchange shall not be required to be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by registered under the General Partner Securities Act of 1933, as aforesaid and the Exchange Price shall have been paidamended, or any state securities laws. Any Series B C Preferred Shares Stock issued pursuant to this SECTION Section 9 shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of pledge, lien, encumbrance or restriction other than those provided in the Charter, the Bylaws of the General Partner, the Securities Act of 1933, as amended, amended and relevant state securities or blue sky laws.laws or created by the exchanging holder of Series C Preferred Units. Each Series C Preferred Unit exchanged hereunder for a share of Series C Preferred Stock shall be transferred to and acquired by the General Partner and shall not be canceled or redeemed while such share of Series C Preferred Stock is outstanding. The certificates representing the Series C Preferred Shares issued upon exchange of the Series C Preferred Units shall contain the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR (B) IF THE CORPORATION HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER OF THE SHARES REPRESENTED HEREBY, OR OTHER EVIDENCE SATISFACTORY TO THE CORPORATION, THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT AND THE RULES AND REGULATIONS THEREUNDER
(ii) In the event of an exchange of Series B C Preferred Units for shares of Series B C Preferred SharesStock, an amount equal to the accrued and unpaid distributions, whether or not declared, to the date of exchange on any Series B C Preferred Units tendered for exchange shall (a) accrue on the shares of the Series B C Preferred Shares Stock into which such Series B C Preferred Units are exchanged, and (b) continue to accrue on such Series B C Preferred Units, which shall remain outstanding following such exchange, with the General Partner as the holder of such Series B C Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a Series B C Preferred Unit that was validly exchanged into Series B C Preferred Shares Stock pursuant to this section (other than the General Partner now holding such Series B C Preferred Unit), receive a distribution out of Available Operating Cash Flow or Capital Cash Flow of the Partnership, if such holder, after exchange, is entitled to receive a distribution out of Available Operating Cash Flow or Capital Cash Flow with respect to the share of Series B C Preferred Shares Stock for which such Series B C Preferred Unit was exchanged or redeemed.
(iii) Fractional shares of Series B C Preferred Shares Stock are not to be issued upon exchange but, in lieu thereof, the General Partner will pay a cash adjustment based upon the fair market value of the Series B C Preferred Shares Stock on the day prior to the exchange date as determined in good faith by the Board of Trustees Directors of the General Partner.
Appears in 1 contract
Sources: Second Restated Agreement of Limited Partnership (Bradley Operating L P)
Procedure for Exchange. (i) Any exchange shall be exercised pursuant to a notice of exchange (the “EXCHANGE NOTICEExchange Notice”) delivered to the General Partner by the holder who is exercising such exchange right, by (aA) fax and (bB) by certified mail postage prepaid. The exchange of Series B E Preferred Units, or a specified portion thereof, may be effected after the tenth fifth (10th5th) Business Day following receipt by the General Partner of the Exchange Notice by delivering certificates, if any, representing such Series B E Preferred Units to be exchanged together with, if applicable, written notice of exchange and a proper assignment of such Series B E Preferred Units to the office of the General Partner maintained for such purpose. Currently, such office is 2▇is: 5▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇. ▇ Each exchange will be deemed to have been effected immediately prior to the close of business on the date on which such Series B E Preferred Units to be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by the General Partner as aforesaid and the Exchange Price shall have been paid. Any Series B E Preferred Shares issued pursuant to this SECTION Section 9 shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of pledge, lien, encumbrance or restriction other than those provided in the Charter, the Bylaws of the General Partner, the Securities Act of 1933, as amended, and relevant state securities or blue sky laws.
(ii) In If the event of an exchange of Series B E Preferred Units for shares of Series B E Preferred Shares, an amount equal to the accrued and unpaid distributions, whether or not declared, to the date of exchange on any Series B E Preferred Units tendered for exchange shall (aA) accrue on the shares of the Series B E Preferred Shares into which such Series B E Preferred Units are exchanged, and (bB) continue to accrue on such Series B E Preferred Units, which shall remain outstanding following such exchange, with the General Partner as the holder of such Series B E Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a Series B E Preferred Unit that was validly exchanged into Series B E Preferred Shares pursuant to this section Section 9 (other than the General Partner now holding such Series B E Preferred Unit), receive a cash distribution out of Available Cash of the Partnership, if such holder, after exchange, is entitled to receive a distribution out of Available Cash with respect to the share of Series B E Preferred Shares for which such Series B E Preferred Unit was exchanged or redeemed.
(iii) Fractional shares of Series B E Preferred Shares are not to be issued upon exchange but, in lieu thereof, the General Partner will pay a cash adjustment based upon the fair market value of the Series B E Preferred Shares on the day prior to the exchange date as determined in good faith by the Board of Trustees Directors of the General Partner.
Appears in 1 contract
Sources: Agreement of Limited Partnership (Liberty Property Trust)
Procedure for Exchange. (i) i. Any exchange shall be exercised pursuant to a notice of exchange (the “EXCHANGE NOTICE”"Exchange Notice") delivered to the General Partner by the holder who is exercising such exchange right, by (ai) fax and (bii) by certified mail postage prepaid. Upon request of the General Partner, such holder delivering the Exchange Notice shall provide to the General Partner in writing such information as the General Partner may reasonably request to determine whether any portion of the exchange by the delivering holder will result in the violation of the restrictions of Article 5 of the Charter, including the Ownership Limit and the Related Tenant Limit. The exchange of Series B E Preferred Units, or a specified portion thereof, may be effected after the tenth fifth (10th5th) Business Day following receipt by the General Partner of the Exchange Notice and such requested information by delivering certificates, if any, representing such Series B E Preferred Units to be exchanged together with, if applicable, written notice of exchange and a proper assignment of such Series B E Preferred Units to the office of the General Partner maintained for such purpose. Currently, such office is 2▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇121 West Forsyth Street, ▇▇Su▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇. Each exchange will be deemed ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇emed to have been effected immediately prior to the close of business on the date on which such Series B E Preferred Units to be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by the General Partner as aforesaid and the Exchange Price shall have been paid. Any Series B E Preferred Shares issued pursuant to this SECTION Section 10 shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of pledge, lien, encumbrance or restriction other than those provided in the Charter, the Bylaws of the General Partner, the Securities Act of 1933, as amended, and relevant state securities or blue sky laws.
(ii) . In the event of an exchange of Series B E Preferred Units for shares of Series B E Preferred SharesStock, an amount equal to the accrued and unpaid distributionsdistributions which are not paid pursuant to Section 4(a) hereof, whether or not declared, to the date of exchange on any Series B E Preferred Units tendered for exchange shall (ai) accrue and be payable by the General Partner from and after the date of exchange on the shares of the Series B E Preferred Shares Stock into which such Series B E Preferred Units are exchanged, and (bii) continue to accrue on such Series B E Preferred Units, which shall remain outstanding following such exchange, with the General Partner as the holder of such Series B E Preferred Units. Notwithstanding Notwith- standing anything to the contrary set forth herein, in no event shall a holder of a Series B E Preferred Unit that was validly exchanged into Series B E Preferred Shares Stock pursuant to this section (other than the General Partner now holding such Series B E Preferred Unit), receive a distribution out of Available Cash or Capital Transaction Proceeds of the Partnership, if such holder, after exchange, is entitled to receive a distribution out of Available Cash Partnership with respect to the share of any Series B E Preferred Shares for which such Series B Preferred Unit was exchanged or redeemedUnits so exchanged.
(iii) . Fractional shares of Series B E Preferred Shares Stock are not to be issued upon exchange but, in lieu thereof, the General Partner will pay a cash adjustment based upon the fair market value of the Series B E Preferred Shares Stock on the day prior to the exchange date as determined in good faith by the Board of Trustees Directors of the General Partner.
Appears in 1 contract
Procedure for Exchange. (i) Any exchange shall be exercised pursuant to a notice of exchange (the “"EXCHANGE NOTICE”") delivered to the General Partner by the holder who is exercising such exchange right, by (a) fax and (b) by certified mail postage prepaid. The exchange of Series B C Preferred Units, or a specified portion thereof, may be effected after the tenth (10th) fifth Business Day following receipt by the General Partner of the Exchange Notice by delivering certificates, if any, representing such Series B C Preferred Units to be exchanged together with, if applicable, written notice of exchange and a proper assignment of such Series B C Preferred Units to the office of the General Partner maintained for such purpose. Currently, such office is 2▇located at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇-▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇. Each exchange will be deemed to have been effected immediately prior to the close of business on the date on which such Series B C Preferred Units to be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by the General Partner as aforesaid and the Exchange Price shall have been paid. Any Series B C Preferred Shares Stock issued pursuant to this SECTION 8 shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of pledge, lien, encumbrance or restriction other than those provided in the Charter, the Bylaws ByLaws of the General Partner, the Securities Act of 1933, as amended, and relevant state securities or blue sky laws.
(ii) In the event of an exchange of Series B C Preferred Units for shares of Series B C Preferred SharesStock, an amount equal to the accrued and unpaid distributionsPriority Return, whether or not declared, to the date of exchange on any Series B C Preferred Units tendered for exchange shall (a) accrue on the shares of the Series B C Preferred Shares into Stock for which such Series B C Preferred Units are exchanged, and (b) continue to accrue on such Series B C Preferred Units, which shall remain outstanding following such exchange, with the General Partner as the holder of such Series B C Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a Series B C Preferred Unit that was validly exchanged into Series B C Preferred Shares Stock pursuant to this section (other than the General Partner now holding such Series B C Preferred Unit), receive a distribution out of Available Cash of from the Partnership, if such holder, after exchange, is entitled to receive a distribution out of Available Cash from the General Partner with respect to the share of Series B C Preferred Shares Stock for which such Series B C Preferred Unit was exchanged or redeemed.
(iii) Fractional shares of Series B C Preferred Shares Stock are not to be issued upon exchange but, in lieu thereof, the General Partner will pay a cash adjustment based upon the fair market value of the Series B C Preferred Shares Stock on the day prior to the exchange date as determined in good faith by the Board of Trustees Directors of the General Partner.
Appears in 1 contract
Procedure for Exchange. (iA) Any exchange shall be exercised pursuant to a notice of exchange (the “EXCHANGE NOTICE”"Exchange Notice") delivered to the General Partner by the holder who is exercising such exchange right, by (a) fax and (b) by certified mail postage prepaid. Upon request of the General Partner, such holder delivering the Exchange Notice shall provide to the General Partner in writing such information as the General Partner may reasonably request to determine whether any portion of the exchange by the delivering holder will result in the violation of the Ownership Limitation of the General Partner. The exchange of Series B D Preferred Units, or a specified portion thereof, may be effected after the tenth (10th) fifth Business Day following receipt by the General Partner of the Exchange Notice and such requested information by delivering certificates, if any, representing such Series B D Preferred Units to be exchanged together with, if applicable, written notice of exchange and a proper assignment of such Series B D Preferred Units to the office of the General Partner maintained for such purpose. Currently, such office is 2located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇. Each exchange will be deemed to have been effected immediately prior to the close of business on the date on which such Series B D Preferred Units to be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by the General Partner as aforesaid and the Exchange Price shall have been paid. Any Series B Preferred Shares D Exchanged Units issued pursuant to this SECTION (h) shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of pledge, lien, encumbrance or restriction other than those provided in the Charter, the Bylaws limited partnership agreement or certificate of limited partnership or other relevant organizational documents of the General Partner, the Securities Act of 1933, as amended, and relevant state securities or blue sky laws.
(iiB) In the event of an exchange of Series B D Preferred Units for shares of Series B D Preferred SharesStock, an amount equal to the accrued and unpaid distributionsdistributions that are not paid pursuant to SECTION (c)(i) hereof, whether or not declared, to the date of exchange on any Series B D Preferred Units tendered for exchange shall (a1) accrue and be payable by the General Partner from and after the date of exchange on the shares of the Series B Preferred Shares D Exchanged Units into which such Series B D Preferred Units are exchanged, and (b2) continue to accrue on such Series B D Preferred Units, which shall remain outstanding following such exchange, with the General Partner as the holder of such Series B D Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a Series B D Preferred Unit that was validly exchanged into Series B Preferred Shares D Exchanged Units pursuant to this section Section (other than the General Partner now holding such Series B D Preferred Unit), receive a distribution out of Available Cash of the Partnership, if such holder, after exchange, is entitled to receive a distribution out of Available Cash with respect to the share of any Series B D Preferred Shares for which such Series B Preferred Unit was exchanged or redeemedUnits so exchanged.
(iiiC) Fractional shares of Series B Preferred Shares are D Exchanged Units shall not to be issued upon exchange but, in lieu thereof, the General Partner will shall pay a cash adjustment based upon the fair market value of the Series B Preferred Shares Exchanged Units on the day prior to the exchange date as determined in good faith by the Board of Trustees general partner of the General Partner.
Appears in 1 contract
Sources: Limited Partnership Agreement (Rodamco North America N V)
Procedure for Exchange. (i) Any exchange shall be exercised ---------------------- pursuant to a notice of exchange (the “EXCHANGE NOTICE”"Exchange Notice") delivered to the --------------- General Partner by the holder who is exercising such exchange right, by fax (aif the holder of the Series C Preferred Units shall have provided the Partnership with such holder's fax number) fax and (b) by certified mail postage prepaid. The exchange of Series B C Preferred Units, or a specified portion thereof, may be effected after the tenth fifth (10th5th) Business Day Days following receipt by the General Partner of the Exchange Notice by delivering certificates, if any, representing such Series B C Preferred Units to be exchanged together with, if applicable, written notice of exchange and a proper assignment of such Series B C Preferred Units to the office of the General Partner maintained for such purpose. Currently, such office is 2located at ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇. Each exchange will be deemed to have been effected immediately prior to the close of business on the date on which such Series B C Preferred Units to be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by the General Partner as aforesaid and the Exchange Price shall have been paid. Any Series B C Preferred Shares issued pursuant to this SECTION Section 8 shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of pledge, lien, encumbrance or restriction other than those provided in the CharterDeclaration, the Bylaws of the General PartnerTrust, the Securities Act of 1933, as amended, and relevant state securities or blue sky laws.
(ii) In the event of an exchange of Series B C Preferred Units for shares of Series B C Preferred Shares, an amount equal to the accrued and unpaid distributions, whether or not declared, to the date of exchange on any Series B C Preferred Units tendered for exchange shall (a) accrue on the shares of the Series B C Preferred Shares into which such Series B C Preferred Units are exchanged, and (b) continue to accrue on such Series B C Preferred Units, which shall remain outstanding following such exchange, with the General Partner Trust as the holder of such Series B C Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a Series B C Preferred Unit that was validly exchanged into Series B C Preferred Shares pursuant to this section (other than the General Partner Trust now holding such Series B C Preferred Unit), receive a distribution out of Available Cash funds legally available for the payment of the Partnershipdistributions, if such holder, after exchange, is entitled to receive a distribution out of Available Cash funds legally available for the payment of distributions with respect to the share of Series B C Preferred Shares for which such Series B C Preferred Unit was exchanged or redeemed.
(iii) Fractional shares of Series B C Preferred Shares are not to be issued upon exchange but, in lieu thereof, the General Partner will pay a cash adjustment based upon the fair market value of the Series B C Preferred Shares on the day prior to the exchange date as determined in good faith by the Board of Trustees of the General PartnerTrust.
Appears in 1 contract
Procedure for Exchange. (i) Any exchange shall be exercised pursuant to a notice of exchange (the “"SERIES B EXCHANGE NOTICE”") delivered to the General Partner by the holder who is exercising such exchange right, by (a) fax and (b) by certified mail postage prepaid. The exchange of Series B Preferred Units, or a specified portion thereof, may be effected after the tenth fifth (10th5th) Business Day following receipt by the General Partner expiration of the Exchange Notice fifteen (15) day period further described in the first sentence of Section 16.9.A(iii), by delivering certificates, if any, representing such Series B Preferred Units to be exchanged together with, if applicable, with written notice of exchange and a proper an assignment of such Series B Preferred Units and such opinions of counsel and further assurances further described in Section 16.6.C(i) hereof to the office of the General Partner maintained for such purpose. Currently, such office is 2▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇. Each exchange will be deemed to have been effected immediately prior to the close of business on the date on which such Series B Preferred Units to be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by the General Partner as aforesaid and the Series B Exchange Price shall have been paid. Any Series B Preferred Shares issued pursuant to this SECTION Section 16.9 shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of pledge, lien, encumbrance or restriction other than those provided in the CharterDeclaration of Trust, the Bylaws of the General PartnerPartner Entity, the Securities Act of 1933, as amended, and relevant state securities or blue sky laws.
(ii) In the event of an exchange of Series B Preferred Units for shares of Series B Preferred Shares, an amount equal to the accrued and unpaid distributions, whether or not declared, to the date of exchange on any Series B Preferred Units tendered for exchange shall (a) accrue on the shares of the Series B Preferred Shares into which such Series B Preferred Units are exchanged, and (b) continue to accrue on such Series B Preferred Units, which shall remain outstanding following such exchange, with the General Partner as the holder of such Series B Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a Series B Preferred Unit that was validly exchanged into Series B Preferred Shares pursuant to this section (other than the General Partner now holding such Series B Preferred Unit), receive a any cash distribution out of Available Cash of from the Partnership, if such holder, after exchange, is entitled to receive a cash distribution out of Available Cash with respect to the share of Series B Preferred Shares for which such Series B Preferred Unit was exchanged or redeemed.
(iii) Fractional shares of Series B Preferred Shares are not to be issued upon exchange but, in lieu thereof, the General Partner will pay a cash adjustment based upon the fair market value of the Series B Preferred Shares on the day prior to the exchange date as determined in good faith by the Board of Trustees Directors of the General Partner.
Appears in 1 contract
Procedure for Exchange. (i) Any exchange shall be exercised pursuant to a notice of exchange (the “"EXCHANGE NOTICE”") delivered to the General Partner by the holder who is exercising such exchange right, by (a) fax and (b) by certified mail postage prepaid. The Except as otherwise provided in Sections 9(a)(ii) and 9(a)(iii), the General Partner and the Partnership shall effect any exchange of Series B Preferred Units by delivering to each holder of record of Series B Preferred Units, or within ten (10) Business Days following receipt of the Exchange Notice, (1) certificates representing the Series B Preferred Stock being issued in exchange for the Series B Preferred Units of such holder being exchanged and (2) a specified portion thereofwritten notice stating (A) the exchange date, which may be effected after the tenth date of such written notice or any other date which is not later than fifteen (10th15) Business Day Days following the receipt by of the Exchange Notice, (B) the Exchange Price, and (C) that distributions on the Series B Preferred Units will cease to accrue on such exchange date. As a condition to the exchange, the General Partner may require the holders of the Exchange Notice by delivering certificates, if any, representing such Series B Preferred Units to make such representations as may be exchanged together with, if applicable, written notice reasonably necessary for the General Partner to establish that the issuance of exchange and a proper assignment of such Series B Preferred Units Stock pursuant to the office of the General Partner maintained for such purpose. Currently, such office is 2▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇. Each exchange will shall not be deemed to have been effected immediately prior to the close of business on the date on which such Series B Preferred Units required to be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by registered under the General Partner Securities Act of 1933, as aforesaid and the Exchange Price shall have been paidamended, or any state securities laws. Any Series B Preferred Shares Stock issued pursuant to this SECTION 9 shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of pledge, lien, encumbrance or restriction other than those provided in the Charter, the Bylaws of the General Partner, the Securities Act of 1933, as amended, amended and relevant state securities or blue sky laws.laws or created by the exchanging holder of Series B Preferred Units. Each Series B Preferred Unit exchanged hereunder for a share of Series B Preferred Stock shall be transferred to and acquired by the General Partner and shall not be canceled or redeemed while such share of Series B Preferred Stock is outstanding. The certificates representing the Series B Preferred Shares issued upon exchange of the Series B Preferred Units shall contain the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR (B) IF THE CORPORATION HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER OF THE SHARES REPRESENTED HEREBY, OR OTHER EVIDENCE SATISFACTORY TO THE CORPORATION, THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT AND THE RULES AND REGULATIONS THEREUNDER
(ii) In the event of an exchange of Series B Preferred Units for shares of Series B Preferred SharesStock, an amount equal to the accrued and unpaid distributions, whether or not declared, to the date of exchange on any Series B Preferred Units tendered for exchange shall (a) accrue on the shares of the Series B Preferred Shares Stock into which such Series B Preferred Units are exchanged, and (b) continue to accrue on such Series B Preferred Units, which shall remain outstanding following such exchange, with the General Partner as the holder of such Series B Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a Series B Preferred Unit that was validly exchanged into Series B Preferred Shares Stock pursuant to this section (other than the General Partner now holding such Series B Preferred Unit), receive a distribution out of Available Operating Cash Flow or Capital Cash Flow of the Partnership, if such holder, after exchange, is entitled to receive a distribution out of Available Operating Cash Flow or Capital Cash Flow with respect to the share of Series B Preferred Shares Stock for which such Series B Preferred Unit was exchanged or redeemed.
(iii) Fractional shares of Series B Preferred Shares Stock are not to be issued upon exchange but, in lieu thereof, the General Partner will pay a cash adjustment based upon the fair market value of the Series B Preferred Shares Stock on the day prior to the exchange date as determined in good faith by the Board of Trustees Directors of the General Partner.
Appears in 1 contract
Procedure for Exchange. (i) Any exchange shall be exercised pursuant to a notice of exchange (the “EXCHANGE NOTICE”"Exchange Notice") delivered to the General Partner by the holder who is exercising such exchange right, by (aA) fax and (bB) by certified mail postage prepaid. The exchange of Series B D Preferred Units, or a specified portion thereof, may be effected after the tenth fifth (10th5th) Business Day following receipt by the General Partner of the Exchange Notice by delivering certificates, if any, representing such Series B D Preferred Units to be exchanged together with, if applicable, written notice of exchange and a proper assignment of such Series B D Preferred Units to the office of the General Partner maintained for such purpose. Currently, such office is 2is: 65 Valley Stream Parkway Malvern, Pennsy▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇ ▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇, ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. Each exchange will be deemed to have been effected immediately iately prior to the close of business on the date on which such Series B D Preferred Units to be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by the General Partner as aforesaid and the Exchange Price shall have been paid. Any Series B D Preferred Shares issued pursuant to this SECTION Section 10 shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of pledge, lien, encumbrance or restriction other than those provided in the Charter, the Bylaws of the General Partner, the Securities Act of 1933, as amended, and relevant state securities or blue sky laws.
(ii) In If the event of an exchange of Series B D Preferred Units for shares of Series B D Preferred Shares, an amount equal to the accrued and unpaid distributions, whether or not declared, to the date of exchange on any Series B D Preferred Units tendered for exchange shall (aA) accrue on the shares of the Series B D Preferred Shares into which such Series B D Preferred Units are exchanged, and (bB) continue to accrue on such Series B D Preferred Units, which shall remain outstanding following such exchange, with the General Partner as the holder of such Series B D Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a Series B D Preferred Unit that was validly exchanged into Series B D Preferred Shares pursuant to this section Section 9 (other than the General Partner now holding such Series B D Preferred Unit), receive a cash distribution out of Available Cash of the Partnership, if such holder, after exchange, is entitled to receive a distribution out of Available Cash with respect to the share of Series B D Preferred Shares for which such Series B D Preferred Unit was exchanged or redeemed.
(iii) Fractional shares of Series B D Preferred Shares are not to be issued upon exchange but, in lieu thereof, the General Partner will pay a cash adjustment based upon the fair market value of the Series B D Preferred Shares on the day prior to the exchange date as determined in good faith by the Board of Trustees Directors of the General Partner.
Appears in 1 contract
Sources: Agreement of Limited Partnership (Liberty Property Limited Partnership)
Procedure for Exchange. (i) Any exchange shall be exercised ----------------------- pursuant to a notice of exchange (the “EXCHANGE NOTICE”"Exchange Notice") delivered to the General Partner by the holder who is exercising such exchange right, by fax (aif the holder of the Series B Preferred Units shall have provided the Partnership with such holder's fax number) fax and (bii) by certified mail postage prepaid. The exchange of Series B Preferred Units, or a specified portion thereof, may be effected after the tenth fifth (10th5th) Business Day Days following receipt by the General Partner of the Exchange Notice by delivering certificates, if any, representing such Series B Preferred Units to be exchanged together with, if applicable, written notice of exchange and a proper assignment of such Series B Preferred Units to the office of the General Partner maintained for such purpose. Currently, such office is 2located at ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇. Each exchange will be deemed to have been effected immediately prior to the close of business on the date on which such Series B Preferred Units to be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by the General Partner as aforesaid and the Exchange Price shall have been paid. Any Series B Preferred Shares issued pursuant to this SECTION Section 4.02(d)(viii) shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of pledge, lien, encumbrance or restriction other than those provided in the CharterDeclaration of Trust, the Bylaws of the General PartnerCompany, the Securities Act of 1933, as amended, and relevant state securities or blue sky laws.
(ii) In the event of an exchange of Series B Preferred Units for shares of Series B Preferred Shares, an amount equal to the accrued and unpaid distributions, whether or not declared, to the date of exchange on any Series B Preferred Units tendered for exchange shall (ai) accrue on the shares of the Series B Preferred Shares into which such Series B Preferred Units are exchanged, and (bii) continue to accrue on such Series B Preferred Units, which shall remain outstanding following such exchange, with the General Partner Company as the holder of such Series B Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a Series B Preferred Unit that was validly exchanged into Series B Preferred Shares pursuant to this section (other than the General Partner Company now holding such Series B Preferred Unit), receive a distribution out of Available Cash of the Partnership, if such holder, after exchange, is entitled to receive a distribution out of Available Cash with respect to the share of Series B Preferred Shares for which such Series B Preferred Unit was exchanged or redeemed.
(iii) Fractional shares of Series B Preferred Shares are not to be issued upon exchange but, in lieu thereof, the General Partner will pay a cash adjustment based upon the fair market value of the Series B Preferred Shares on the day prior to the exchange date as determined in good faith by the Board of Trustees of the General PartnerCompany.
Appears in 1 contract
Sources: Limited Partnership Agreement (Prentiss Properties Trust/Md)
Procedure for Exchange. (i) Any exchange shall be exercised pursuant to a notice of exchange (the “"EXCHANGE NOTICE”") delivered to the General Partner by the holder who is exercising such exchange right, by (a) fax and (b) by certified mail postage prepaid. The Except as otherwise provided in Sections 9(a)(ii) and 9(a)(iii), the General Partner and the Partnership shall effect any exchange of Series B C Preferred Units by delivering to each holder of record of Series C Preferred Units, or a specified portion thereof, may be effected after the tenth within ten (10th10) Business Day Days following receipt by the General Partner of the Exchange Notice by delivering certificatesNotice, if any(1) certificates representing the Series C Preferred Stock being issued in exchange for the Series C Preferred Units of such holder being exchanged and (2) a written notice stating (A) the exchange date, representing which may be the date of such written notice or any other date which is not later than fifteen (15) Business Days following the receipt of the Exchange Notice, (B) the Exchange Price, and (C) that distributions on the Series B C Preferred Units will cease to accrue on such exchange date. Notwithstanding anything to the contrary contained herein, any and all Preferred Units to be exchanged together withfor REIT Preferred Stock pursuant to this Section 7 shall be so exchanged in a single transaction at one time. As a condition to the exchange, if applicable, written notice the General Partner may require the holders of exchange and a proper assignment of such Series B C Preferred Units to the office of make such representations as may be reasonably necessary for the General Partner maintained for such purpose. Currently, such office is 2▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇. Each exchange will be deemed to have been effected immediately prior establish that the issuance of Series C Preferred Stock pursuant to the close of business on the date on which such Series B Preferred Units exchange shall not be required to be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by registered under the General Partner Securities Act of 1933, as aforesaid and the Exchange Price shall have been paidamended, or any state securities laws. Any Series B C Preferred Shares Stock issued pursuant to this SECTION Section 9 shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of pledge, lien, encumbrance or restriction other than those provided in the Charter, the Bylaws of the General Partner, the Securities Act of 1933, as amended, amended and relevant state securities or blue sky laws.laws or created by the exchanging holder of Series C Preferred Units. Each Series C Preferred Unit exchanged hereunder for a share of Series C Preferred Stock shall be transferred to and acquired by the General Partner and shall not be canceled or redeemed while such share of Series C Preferred Stock is outstanding. The certificates representing the Series C Preferred Shares issued upon exchange of the Series C Preferred Units shall contain the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR (B) IF THE CORPORATION HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER OF THE SHARES REPRESENTED HEREBY, OR OTHER EVIDENCE SATISFACTORY TO THE CORPORATION, THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT AND THE RULES AND REGULATIONS THEREUNDER
(ii) In the event of an exchange of Series B C Preferred Units for shares of Series B C Preferred SharesStock, an amount equal to the accrued and unpaid distributions, whether or not declared, to the date of exchange on any Series B C Preferred Units tendered for exchange shall (a) accrue on the shares of the Series B C Preferred Shares Stock into which such Series B C Preferred Units are exchanged, and (b) continue to accrue on such Series B C Preferred Units, which shall remain outstanding following such exchange, with the General Partner as the holder of such Series B C Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a Series B C Preferred Unit that was validly exchanged into Series B C Preferred Shares Stock pursuant to this section (other than the General Partner now holding such Series B C Preferred Unit), receive a distribution out of Available Operating Cash Flow or Capital Cash Flow of the Partnership, if such holder, after exchange, is entitled to receive a distribution out of Available Operating Cash Flow or Capital Cash Flow with respect to the share of Series B C Preferred Shares Stock for which such Series B C Preferred Unit was exchanged or redeemed.
(iii) Fractional shares of Series B C Preferred Shares Stock are not to be issued upon exchange but, in lieu thereof, the General Partner will pay a cash adjustment based upon the fair market value of the Series B C Preferred Shares Stock on the day prior to the exchange date as determined in good faith by the Board of Trustees Directors of the General Partner.
Appears in 1 contract
Procedure for Exchange. (iA) Any exchange shall be exercised pursuant to a notice of exchange (the “EXCHANGE NOTICE”"Exchange Notice") delivered to the General Partner by the holder who is exercising such exchange right, by (a) fax and (b) by certified mail mail, postage prepaid. Upon request of the General Partner, such holder delivering the Exchange Notice shall provide to the General Partner in writing such information as the General Partner may reasonably request to determine whether any portion of the exchange by the delivering holder will result in the violation of the Ownership Limitation of the General Partner. The exchange of Series B C Preferred Units, or a specified portion thereof, may be effected after the tenth (10th) fifth Business Day following receipt by the General Partner of the Exchange Notice and such requested information by delivering certificates, if any, representing such Series B C Preferred Units to be exchanged together with, if applicable, written notice of exchange and a proper assignment of such Series B C Preferred Units to the office of the General Partner maintained for such purpose. Currently, such office is 2located at ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇. Each exchange will be deemed to have been effected immediately prior to the close of business on the date on which such Series B C Preferred Units to be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by the General Partner as aforesaid and the Exchange Price shall have been paid. Any Series B Preferred Shares C Exchanged Units issued pursuant to this SECTION (h) shall be delivered as shares Series C Exchanged Units which are duly authorized, validly issued, fully paid and nonassessable, free of pledge, lien, encumbrance or restriction other than those provided in the Charter, the Bylaws limited partnership certificate or limited partnership agreement or other equivalent organizational documents of the General Partner, the Securities Act of 1933, as amended, and relevant state securities or blue sky laws.
(iiB) In the event of an exchange of Series B C Preferred Units for shares of Series B Preferred SharesC Exchanged Units, an amount equal to the accrued and unpaid distributionsdistributions that are not paid pursuant to SECTION (c)(i) hereof, whether or not declared, to the date of exchange on any Series B C Preferred Units tendered for exchange shall (a1) accrue and be payable by the General Partner from and after the date of exchange on the shares of the Series B Preferred Shares C Exchanged Units into which such Series B C Preferred Units are exchanged, and (b2) continue to accrue on such Series B C Preferred Units, which shall remain outstanding following such exchange, with the General Partner as the holder of such Series B C Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a Series B C Preferred Unit that was validly exchanged into Series B Preferred Shares C Exchanged Units pursuant to this section (other than the General Partner now holding such Series B C Preferred Unit), receive a distribution out of Available Cash of the Partnership, if such holder, after exchange, is entitled to receive a distribution out of Available Cash Partnership with respect to the share of any Series B C Preferred Shares for which such Series B Preferred Unit was exchanged or redeemedUnits so exchanged.
(iii) Fractional shares of Series B Preferred Shares are not to be issued upon exchange but, in lieu thereof, the General Partner will pay a cash adjustment based upon the fair market value of the Series B Preferred Shares on the day prior to the exchange date as determined in good faith by the Board of Trustees of the General Partner.
Appears in 1 contract
Sources: Limited Partnership Agreement (Rodamco North America N V)
Procedure for Exchange. (i) Any exchange shall be exercised pursuant to a notice of exchange (the “EXCHANGE NOTICEExchange Notice”) delivered to the General Partner by the holder who is exercising such exchange right, by (aA) fax and (bB) by certified mail postage prepaid. The exchange of Series B H Preferred Units, or a specified portion thereof, may be effected after the tenth fifth (10th5th) Business Day following receipt by the General Partner of the Exchange Notice by delivering certificates, if any, representing such Series B H Preferred Units to be exchanged together with, if applicable, written notice of exchange and a proper assignment of such Series B H Preferred Units to the office of the General Partner maintained for such purpose. Currently, such office is 2▇is: 5▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇. ▇ Each exchange will be deemed to have been effected immediately prior to the close of business on the date on which such Series B H Preferred Units to be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by the General Partner as aforesaid and the Exchange Price shall have been paid. Any Series B H Preferred Shares issued pursuant to this SECTION Section 9 shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of pledge, lien, encumbrance or restriction other than those provided in the Charter, the Bylaws of the General Partner, the Securities Act of 1933, as amended, and relevant state securities or blue sky laws.
(ii) In If the event of an exchange of Series B H Preferred Units for shares of Series B H Preferred Shares, an amount equal to the accrued and unpaid distributions, whether or not declared, to the date of exchange on any Series B H Preferred Units tendered for exchange shall (aA) accrue on the shares of the Series B H Preferred Shares into which such Series B H Preferred Units are exchanged, and (bB) continue to accrue on such Series B H Preferred Units, which shall remain outstanding following such exchange, with the General Partner as the holder of such Series B H Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a Series B H Preferred Unit that was validly exchanged into Series B H Preferred Shares pursuant to this section Section 9 (other than the General Partner now holding such Series B H Preferred Unit), receive a cash distribution out of Available Cash of the Partnership, if such holder, after exchange, is entitled to receive a distribution out of Available Cash with respect to the share of Series B H Preferred Shares for which such Series B H Preferred Unit was exchanged or redeemed.
(iii) Fractional shares of Series B H Preferred Shares are not to be issued upon exchange but, in lieu thereof, the General Partner will pay a cash adjustment based upon the fair market value of the Series B H Preferred Shares on the day prior to the exchange date as determined in good faith by the Board of Trustees Directors of the General Partner.
Appears in 1 contract
Sources: Agreement of Limited Partnership (Liberty Property Limited Partnership)
Procedure for Exchange. (i) Any exchange shall be exercised pursuant to a notice of exchange (the “EXCHANGE NOTICEExchange Notice”) delivered to the General Partner by the holder who is exercising such exchange right, by (a) fax and (b) by certified mail postage prepaid. The exchange of Series B N Preferred Units, or a specified portion thereof, Units may be effected after the tenth fifth (10th5th) Business Day following receipt by the General Partner of the Exchange Notice by delivering certificates, if any, representing such Series B N Preferred Units to be exchanged together with, if applicable, written notice of exchange and a proper assignment of such Series B N Preferred Units to the office of the General Partner maintained for such purpose. Currently, such office is 2▇c/o PS Business Parks, Inc., 7▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: E▇▇▇▇▇ ▇. ▇▇▇▇▇. Each exchange will be deemed to have been effected immediately prior to the close of business on the date on which such Series B N Preferred Units to be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by the General Partner as aforesaid and the Series N Exchange Price shall have been paid. Any Series B N Preferred Shares Stock issued pursuant to this SECTION Section 8 shall be delivered delivered, as promptly as practicable, as shares which are duly authorized, validly issued, fully paid and nonassessable, free of pledge, lien, encumbrance or restriction other than those provided in the Charter, the Bylaws of the General Partner, the Securities Act of 1933, as amended, and relevant state securities or blue sky laws.
(ii) In the event of an exchange of Series B N Preferred Units for shares of Series B N Preferred SharesStock, an amount equal to the accrued and unpaid distributionsPriority Return, whether or not declared, to the date of exchange on any Series B N Preferred Units tendered for exchange shall (a) accrue on the shares of the Series B N Preferred Shares Stock into which such Series B N Preferred Units are exchanged, and (b) continue to accrue on such Series B N Preferred Units, which shall remain outstanding following such exchange, with the General Partner as the holder of such Series B N Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a Series B N Preferred Unit that was validly exchanged into Series B N Preferred Shares Stock pursuant to this section (other than the General Partner now holding such Series B N Preferred Unit), receive a distribution out of Available Cash of from the Partnership, if such holder, after exchange, is entitled to receive a distribution out of Available Cash from the General Partner with respect to the share of Series B N Preferred Shares Stock for which such Series B N Preferred Unit was exchanged or redeemed.
(iii) Fractional shares of Series B N Preferred Shares Stock are not to be issued upon exchange but, in lieu thereof, the General Partner will pay a cash adjustment based upon the fair market value of the Series B N Preferred Shares Stock on the day prior to the exchange date as determined in good faith by the Board of Trustees Directors of the General Partner.
Appears in 1 contract
Sources: Agreement of Limited Partnership (Ps Business Parks Inc/Ca)
Procedure for Exchange. (i) Any exchange pursuant to this Amendment shall be exercised pursuant to a notice of exchange (the “EXCHANGE NOTICE”"Exchange Notice") delivered to the General Partner by the holder who is exercising such exchange right, by (aA) fax and (bB) by certified mail postage prepaid. The exchange of Series B F Preferred Units, or a specified portion thereof, may be effected after the tenth fifth (10th5th) Business Day following receipt by the General Partner of the Exchange Notice by delivering certificates, if any, representing such Series B F Preferred Units to be exchanged together with, if applicable, written notice of exchange and a proper assignment of such Series B F Preferred Units to the office of the General Partner maintained for such purpose. Currently, such office is 2▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. Each exchange will be deemed to have been effected immediately prior to the close of business on the date on which such Series B F Preferred Units to be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by the General Partner as aforesaid and the Exchange Price shall have been paid. Any Series B F Preferred Shares issued pursuant to this SECTION Section 8 shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of pledge, lien, encumbrance or restriction other than those provided in the Charter, the Bylaws of the General Partner, the Securities Act of 1933, as amended, 1933 and relevant state securities or blue sky laws.
(ii) In the event of an exchange of Series B F Preferred Units for shares of Series B F Preferred Shares, an amount equal to the accrued and unpaid distributions, whether or not declared, to the date of exchange on any Series B F Preferred Units tendered for exchange shall (aA) accrue on the shares of the Series B F Preferred Shares into which such Series B F Preferred Units are exchanged, and (bB) continue to accrue on such Series B F Preferred Units, which shall remain outstanding following such exchange, with the General Partner as the holder of such Series B F Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a Series B F Preferred Unit that was validly exchanged into Series B F Preferred Shares pursuant to this section (other than the General Partner now holding such Series B F Preferred Unit), receive a cash distribution out of Available Cash of the Partnership, if such holder, after exchange, is entitled to receive a distribution out of Available Cash with respect to the share of Series B F Preferred Shares for which such Series B F Preferred Unit was exchanged or redeemed.
(iii) Fractional shares of Series B F Preferred Shares are not to be issued upon exchange but, in lieu thereof, the General Partner will pay a cash adjustment based upon the fair market value of the Series B F Preferred Shares on the day prior to the exchange date as determined in good faith by the Board of Trustees of the General Partner.
Appears in 1 contract
Sources: Second Amended and Restated Agreement of Limited Partnership (Cabot Industrial Properties Lp)
Procedure for Exchange. In order to exercise the exchange right provided in Section 5(a) of this Article FIFTH, a holder of shares of Series A Preferred Stock (an "Exchanging Holder") shall surrender the certificate or certificates representing the shares of Series A Preferred Stock to be exchanged, duly endorsed in blank, to the Secretary of the Corporation, accompanied by written notice addressed to the Corporation specifying the number (in whole shares) of such Exchanging Holder's shares of Series A Preferred Stock evidenced by such certificate or certificates to be exchanged and the name or names in which such Exchanging Holder wishes the certificate or certificates for New HLI Common Stock to be issued; in case such notice shall specify that New HLI Common Stock be issued in a name or names other than that of such Exchanging Holder, such notice shall be accompanied by (i) Any exchange shall be exercised pursuant to a notice duly executed instrument of exchange (the “EXCHANGE NOTICE”) delivered transfer satisfactory to the General Partner by the holder who is exercising Corporation and sufficient to transfer such exchange right, by (a) fax and (b) by certified mail postage prepaid. The exchange shares of Series B A Preferred Units, or a specified portion thereof, may be effected after the tenth (10th) Business Day following receipt by the General Partner of the Exchange Notice by delivering certificates, if any, representing such Series B Preferred Units to be exchanged together with, if applicable, written notice of exchange and a proper assignment of such Series B Preferred Units Stock to the office of the General Partner maintained for such purpose. Currently, such office is 2▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇. Each exchange will be deemed to have been effected immediately prior to the close of business on the date on which such Series B Preferred Units to be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by the General Partner as aforesaid and the Exchange Price shall have been paid. Any Series B Preferred Shares issued pursuant to this SECTION shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, Corporation free of pledge, lien, encumbrance or restriction other than those provided in the Charter, the Bylaws of the General Partner, the Securities Act of 1933, as amended, any adverse interest and relevant state securities or blue sky laws.
(ii) In payment of all transfer or similar taxes (or evidence reasonably satisfactory to the event Corporation demonstrating that such taxes have been paid or are not payable) payable upon the issuance of an exchange New HLI Common Stock in such name or names. As promptly as practicable after the surrender of Series B Preferred Units for such shares of Series B A Preferred SharesStock as aforesaid, an amount equal but in any event not later than the fifth business day after such surrender, the Corporation shall deliver or cause to be delivered to any Exchanging Holder, or such other person upon the accrued written order of such Exchanging Holder, a certificate or certificates for the number of whole shares of New HLI Common Stock issuable upon the exchange of such shares of Series A Preferred Stock in accordance with the provisions hereof and unpaid distributionsany cash payment in lieu of any fractional shares of New HLI Common Stock, whether or not declared, to as provided in Section 5(c) of this Article FIFTH. The Corporation shall issue certificates for the date balance of exchange on any remaining shares of Series B A Preferred Units tendered for exchange shall (a) accrue on Stock in any case in which fewer than all of the shares of the Series B A Preferred Shares into which such Series B Preferred Units Stock represented by a certificate are exchanged, and (b) continue to accrue on such Series B Preferred Units, which shall remain outstanding following such exchange, with the General Partner as the holder of such Series B Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a Series B Preferred Unit that was validly exchanged into Series B Preferred Shares pursuant to this section (other than the General Partner now holding such Series B Preferred Unit), receive a distribution out of Available Cash of the Partnership, if such holder, after exchange, is entitled to receive a distribution out of Available Cash with respect to the share of Series B Preferred Shares for which such Series B Preferred Unit was exchanged or redeemed.
(iii) Fractional shares of Series B Preferred Shares are not to be issued upon exchange but, in lieu thereof, the General Partner will pay a cash adjustment based upon the fair market value of the Series B Preferred Shares on the day prior to the exchange date as determined in good faith by the Board of Trustees of the General Partner.
Appears in 1 contract
Sources: Exchange Agreement (Hayes Lemmerz International Inc)
Procedure for Exchange. (i) Any exchange shall be exercised pursuant to a notice of exchange (the “"EXCHANGE NOTICE”") delivered to the General Partner by the holder who is exercising such exchange right, by fax (aif the holder of the Series B Preferred Units shall have provided the Partnership with such holder's fax number) fax and (bii) by certified mail postage prepaid. The exchange of Series B Preferred Units, or a specified portion thereof, may be effected after the tenth fifth (10th5th) Business Day Days following receipt by the General Partner of the Exchange Notice by delivering certificates, if any, representing such Series B Preferred Units to be exchanged together with, if applicable, written notice of exchange and a proper assignment of such Series B Preferred Units to the office of the General Partner maintained for such purpose. Currently, such office is 2located at ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇. Each exchange will be deemed to have been effected immediately prior to the close of business on the date on which such Series B Preferred Units to be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by the General Partner as aforesaid and the Exchange Price shall have been paid. Any Series B Preferred Shares issued pursuant to this SECTION 8 shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of pledge, lien, encumbrance or restriction other than those provided in the CharterDeclaration, the Bylaws of the General PartnerTrust, the Securities Act of 1933, as amended, and relevant state securities or blue sky laws.
(ii) In the event of an exchange of Series B Preferred Units for shares of Series B Preferred Shares, an amount equal to the accrued and unpaid distributions, whether or not declared, to the date of exchange on any Series B Preferred Units tendered for exchange shall (ai) accrue on the shares of the Series B Preferred Shares into which such Series B Preferred Units are exchanged, and (bii) continue to accrue on such Series B Preferred Units, which shall remain outstanding following such exchange, with the General Partner Trust as the holder of such Series B Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a Series B Preferred Unit that was validly exchanged into Series B Preferred Shares pursuant to this section (other than the General Partner Trust now holding such Series B Preferred Unit), receive a distribution out of Available Cash of the Partnership, if such holder, after exchange, is entitled to receive a distribution out of Available Cash with respect to the share of Series B Preferred Shares for which such Series B Preferred Unit was exchanged or redeemed.
(iii) Fractional shares of Series B Preferred Shares are not to be issued upon exchange but, in lieu thereof, the General Partner will pay a cash adjustment based upon the fair market value of the Series B Preferred Shares on the day prior to the exchange date as determined in good faith by the Board of Trustees of the General PartnerTrust.
Appears in 1 contract
Sources: Second Amended and Restated Agreement of Limited Partnership (Prentiss Properties Trust/Md)
Procedure for Exchange. (i) Any exchange shall be exercised pursuant to a notice of exchange (the “EXCHANGE NOTICEExchange Notice”) delivered to the General Partner by the holder who is exercising such exchange right, by (a) fax and (b) by certified mail postage prepaid. The exchange of Series B G Preferred Units, or a specified portion thereof, Units may be effected after the tenth fifth (10th5th) Business Day following receipt by the General Partner of the Exchange Notice by delivering certificates, if any, representing such Series B G Preferred Units to be exchanged together with, if applicable, written notice of exchange and a proper assignment of such Series B G Preferred Units to the office of the General Partner maintained for such purpose. Currently, such office is 2c/o PS Business Parks, Inc., ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇. Each exchange will be deemed to have been effected immediately prior to the close of business on the date on which such Series B G Preferred Units to be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by the General Partner as aforesaid and the Series G Exchange Price shall have been paid. Any Series B G Preferred Shares Stock issued pursuant to this SECTION Section 8 shall be delivered delivered, as promptly as practicable, as shares which are duly authorized, validly issued, fully paid and nonassessable, free of pledge, lien, encumbrance or restriction other than those provided in the Charter, the Bylaws of the General Partner, the Securities Act of 1933, as amended, and relevant state securities or blue sky laws.
(ii) In the event of an exchange of Series B G Preferred Units for shares of Series B G Preferred SharesStock, an amount equal to the accrued and unpaid distributionsPriority Return, whether or not declared, to the date of exchange on any Series B G Preferred Units tendered for exchange shall (a) accrue on the shares of the Series B G Preferred Shares Stock into which such Series B G Preferred Units are exchanged, and (b) continue to accrue on such Series B G Preferred Units, which shall remain outstanding following such exchange, with the General Partner as the holder of such Series B G Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a Series B G Preferred Unit that was validly exchanged into Series B G Preferred Shares Stock pursuant to this section (other than the General Partner now holding such Series B G Preferred Unit), receive a distribution out of Available Cash of from the Partnership, if such holder, after exchange, is entitled to receive a distribution out of Available Cash from the General Partner with respect to the share of Series B G Preferred Shares Stock for which such Series B G Preferred Unit was exchanged or redeemed.
(iii) Fractional shares of Series B G Preferred Shares Stock are not to be issued upon exchange but, in lieu thereof, the General Partner will pay a cash adjustment based upon the fair market value of the Series B G Preferred Shares Stock on the day prior to the exchange date as determined in good faith by the Board of Trustees Directors of the General Partner.
Appears in 1 contract
Sources: Agreement of Limited Partnership (Ps Business Parks Inc/Ca)
Procedure for Exchange. (i) Any exchange shall be exercised pursuant to a notice of exchange (the “EXCHANGE NOTICE”"Series D Exchange Notice") delivered to the ------------------------ General Partner by the holder who is exercising such Partners representing at least 51% of the outstanding Series D Preferred Units (or by the Series D Contributor in the case of an exchange rightpursuant to the last sentence of Section 19.9.A(i) hereof), by (aA) fax and (bB) by certified mail postage prepaid. The General Partner may effect any exchange of Series B D Preferred Units, or a specified exercise its option to cause the Partnership to redeem any portion thereofof the Series D Preferred Units for cash pursuant to Section 19.9.A(ii) or redeem Series D Excess Units pursuant to Section 19.9.A(iii), may be effected after the tenth by delivering to each Holder of record of Series D Preferred Units, within ten (10th10) Business Day Days following receipt by of the Series D Exchange Notice, (a) if the General Partner elects to cause the Partnership to acquire any of the Exchange Notice by delivering certificates, if any, representing such Series B D Preferred Units to be then outstanding, (1) certificates representing the REIT Series D Preferred Shares being issued in exchange for the Series D Preferred Units of such Holder being exchanged together with, if applicable, and (2) a written notice of exchange and (a proper assignment "Series D Redemption Notice") stating (A) the -------------------------- redemption date, which may be the date of such Series B D Redemption Notice or any other date which is not later than sixty (60) days following the receipt of the Series D Exchange Notice, (B) the redemption price, (C) the place or places where the Series D Preferred Units are to be surrendered and (D) that distributions on the Series D Preferred Units will cease to accrue on such redemption date, or (b) if the General Partner elects to cause the Partnership to redeem all of the Series D Preferred Units then outstanding in exchange for cash, a Series D Redemption Notice. Series D Preferred Units shall be deemed canceled (and any corresponding Partnership Interest represented thereby deemed terminated) on the redemption date. Holders of Series D Preferred Units shall deliver any canceled certificates representing Series D Preferred Units which have been exchanged or redeemed to the office of the General Partner maintained for such purpose. Currently, such office (which currently is 2▇▇▇ ▇located at ▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇, ▇▇ 90245) within ten (10) Business Days of the exchange or redemption with respect thereto. Each exchange will be deemed to have been effected immediately prior Notwithstanding anything to the close of business on the date on which such contrary contained herein, any and all Series B D Preferred Units to be exchanged (together with all required documentation) for REIT Series D Preferred Shares pursuant to this Section 19.9 shall have been surrendered and notice shall have been received by be so exchanged in a single transaction at one time. As a condition to exchange, the General Partner may require the Holders of Series D Preferred Units to make such representations as aforesaid and may be reasonably necessary for the Exchange Price General Partner to establish that the issuance of REIT Series D Preferred Shares pursuant to the exchange shall have been paidnot be required to be registered under the Securities Act or any state securities laws. Any REIT Series B D Preferred Shares issued pursuant to this SECTION Section 19.9 shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of any pledge, lien, encumbrance or restriction other than those provided in the Charter, the Bylaws of the General Partner, the Securities Act of 1933, as amended, and relevant state securities or blue sky laws. The certificates representing the REIT Series D Preferred Shares issued upon exchange of the Series D Preferred Units shall contain the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") AND STATE SECURITIES LAWS OR (B) IF THE CORPORATION HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER OF THE SHARES REPRESENTED HEREBY, OR OTHER EVIDENCE SATISFACTORY TO THE CORPORATION, THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT AND STATE SECURITIES LAWS AND THE RULES AND REGULATIONS THEREUNDER.
(ii) In the event of an exchange of Series B D Preferred Units for shares of REIT Series B D Preferred Shares, an amount equal to the accrued and unpaid distributions, whether or not declared, to the date of exchange on any Series B D Preferred Units tendered for exchange shall (aA) accrue on the shares of the REIT Series B D Preferred Shares into which such Series B D Preferred Units are exchanged, and (bB) continue to accrue on such Series B D Preferred Units, which shall remain outstanding following such exchange, with the General Partner as the holder Holder of such Series B D Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder Holder of a Series B D Preferred Unit that was validly exchanged into REIT Series B D Preferred Shares pursuant to this section (other than the General Partner now holding such Series B D Preferred Unit), receive a cash distribution out of Available Cash of the Partnership, if such holderHolder, after exchange, is entitled to receive a distribution out of Available Cash with respect to the share of REIT Series B D Preferred Shares for which such Series B D Preferred Unit was exchanged or redeemed. Further for purposes of the foregoing, in the event of an exchange of Series D Preferred Units for REIT Series D Preferred Shares, if the accrued and unpaid distributions per Series D Preferred Unit is not the same for each Series D Preferred Unit, the accrued and unpaid distributions per Series D Preferred Unit for each such Series D Preferred Unit shall be equal to the greatest amount of such accrued and unpaid distributions per Series D Preferred Unit on any such unit.
(iii) Fractional shares of REIT Series B D Preferred Shares are not to be issued upon exchange but, in lieu thereof, the General Partner will pay a cash adjustment based upon the fair market value of the Series B D Preferred Shares Stock on the day prior to the exchange date as determined in good faith by the Board of Trustees Directors of the General Partner.
Appears in 1 contract
Sources: Fourth Amended and Restated Agreement of Limited Partnership (Kilroy Realty Corp)
Procedure for Exchange. (iA) Any exchange shall be exercised pursuant to a notice of exchange (the “EXCHANGE NOTICE”"Series F Exchange Notice") delivered to the General Partner by the holder who is exercising such exchange right, by (ai) fax and (bii) by certified mail postage prepaid. Upon request of the General Partner, such holder delivering the Series F Exchange Notice shall provide to the General Partner in writing such information as the General Partner may reasonably request to determine whether any portion of the exchange by the delivering holder will result in the violation of the restrictions of Article 5 of the Articles of Incorporation, including the Ownership Limit and the Related Tenant Limit. The exchange of Series B F Preferred Units, or a specified portion thereof, may be effected after the tenth fifth (10th5th) Business Day Days following receipt by the General Partner of the Series F Exchange Notice and such requested information by delivering certificates, if any, representing such Series B F Preferred Units to be exchanged together with, if applicable, written notice of exchange and a proper assignment of such Series B F Preferred Units to the office of the General Partner maintained for such purpose. Currently, such office is 2▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇. Each exchange will be deemed to have been effected immediately prior to the close of business on the date on which such Series B F Preferred Units to be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by the General Partner as aforesaid and the Series F Exchange Price shall have been paid. Any Series B F Preferred Shares Stock issued pursuant to this SECTION Section 4.10(g) shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of pledge, lien, encumbrance or restriction other than those provided in the CharterArticles of Incorporation, the Bylaws of the General Partner, the Securities Act of 1933, as amended, and relevant state securities or blue sky laws.
(iiB) In the event of an exchange of Series B F Preferred Units for shares of Series B F Preferred SharesStock, an amount equal to the accrued and unpaid distributionsdistributions which are not paid pursuant to Section 4(a) hereof, whether or not declared, to the date of exchange on any Series B F Preferred Units tendered for exchange shall (ai) accrue and be payable by the General Partner from and after the date of exchange on the shares of the Series B F Preferred Shares Stock into which such Series B F Preferred Units are exchanged, and (bii) continue to accrue on such Series B F Preferred Units, which shall remain outstanding following such exchange, with the General Partner as the holder of such Series B F Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a Series B F Preferred Unit that was validly exchanged into Series B F Preferred Shares Stock pursuant to this section (other than the General Partner now holding such Series B F Preferred Unit), receive a distribution out of Available Cash or Capital Transaction Proceeds of the Partnership, if such holder, after exchange, is entitled to receive a distribution out of Available Cash Partnership with respect to the share of any Series B F Preferred Shares for which such Series B Preferred Unit was exchanged or redeemedUnits so exchanged.
(iiiC) Fractional shares of Series B F Preferred Shares Stock are not to be issued upon exchange but, in lieu thereof, the General Partner will pay a cash adjustment based upon the fair market value of the Series B F Preferred Shares Stock on the day prior to the exchange date as determined in good faith by the Board of Trustees Directors of the General Partner.
Appears in 1 contract
Sources: Amendment No. 5 to Third Amended and Restated Agreement of Limited Partnership (Regency Centers Lp)
Procedure for Exchange. (i) Any exchange shall be exercised pursuant to a notice of exchange (the “"EXCHANGE NOTICE”") delivered to the General Partner by the holder --------------- who is exercising such exchange right, by (ai) fax and (bii) by certified mail postage prepaid. Upon request of the General Partner, such holder delivering the Exchange Notice shall provide to the General Partner in writing such information as the General Partner may reasonably request to determine whether any portion of the exchange by the delivering holder will result in the violation of the restrictions of Article 5 of the Charter, including the Ownership Limit and the Related Tenant Limit. The exchange of Series B A Preferred Units, or a specified portion thereof, may be effected after the tenth fifth (10th5/th/) Business Day Days following receipt by the General Partner of the Exchange Notice and such requested information by delivering certificates, if any, representing such Series B A Preferred Units to be exchanged together with, if applicable, written notice of exchange and a proper assignment of such Series B A Preferred Units to the office of the General Partner maintained for such purpose. Currently, such office is 2▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇. Each exchange will be deemed to have been effected immediately prior to the close of business on the date on which such Series B A Preferred Units to be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by the General Partner as aforesaid and the Exchange Price shall have been paid. Any Series B A Preferred Shares issued pursuant to this SECTION 10 shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of pledge, lien, encumbrance or restriction other than those provided in the Charter, the Bylaws of the General Partner, the Securities Act of 1933, as amended, and relevant state securities or blue sky laws.
(ii) In the event of an exchange of Series B A Preferred Units for shares of Series B A Preferred SharesStock, an amount equal to the accrued and unpaid distributionsdistributions which are not paid pursuant to Section 4(a) hereof, whether or not declared, to the date of exchange on any Series B A Preferred Units tendered for exchange shall (ai) accrue and be payable by the General Partner from and after the date of exchange on the shares of the Series B A Preferred Shares Stock into which such Series B A Preferred Units are exchanged, and (bii) continue to accrue on such Series B A Preferred Units, which shall remain outstanding following such exchange, with the General Partner as the holder of such Series B A Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a Series B A Preferred Unit that was validly exchanged into Series B A Preferred Shares Stock pursuant to this section (other than the General Partner now holding such Series B A Preferred Unit), receive a distribution out of Available Cash or Capital Transaction Proceeds of the Partnership, if such holder, after exchange, is entitled to receive a distribution out of Available Cash Partnership with respect to the share of any Series B A Preferred Shares for which such Series B Preferred Unit was exchanged or redeemedUnits so exchanged.
(iii) Fractional shares of Series B A Preferred Shares Stock are not to be issued upon exchange but, in lieu thereof, the General Partner will pay a cash adjustment based upon the fair market value of the Series B A Preferred Shares Stock on the day prior to the exchange date as determined in good faith by the Board of Trustees Directors of the General Partner.
Appears in 1 contract
Sources: Amendment No. 1 to Second Amended and Restated Agreement of Limited Partnership (Regency Centers Lp)
Procedure for Exchange. (i) Any exchange shall be exercised ---------------------- pursuant to a notice of exchange (the “EXCHANGE NOTICE”"Exchange Notice") delivered to the --------------- General Partner by the holder who is exercising such exchange rightPartners representing at least 51% of the outstanding Series A Preferred Units, by (ai) fax and (bii) by certified mail postage prepaid. The exchange of Series B A Preferred Units, or a specified portion thereof, may be effected after the tenth fifth (10th5/th/) Business Day Days following receipt by the General Partner of the Exchange Notice by delivering certificates, if any, representing such Series B A Preferred Units to be exchanged together with, if applicable, written notice of exchange and a proper assignment of such Series B A Preferred Units to the office of the General Partner maintained for such purpose. Currently, such office is 2located at ▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇. Each exchange will be deemed to have been effected immediately prior to the close of business on the date on which such Series B A Preferred Units to be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by the General Partner as aforesaid and the Exchange Price shall have been paid. Any The right to exchange Series B A Preferred Shares issued Units called for redemption will terminate at the close of business on a redemption date. Notwithstanding anything to the contrary contained herein, any and all Series A Preferred Units to be exchanged for REIT Series A Preferred Stock pursuant to this SECTION Section 16.7 shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of pledge, lien, encumbrance or restriction other than those provided so exchanged in the Chartera single transaction at one time. As a condition to exchange, the Bylaws General Partner may require the holders of Series A Preferred Units to make such representations as may be reasonably necessary for the General Partner, Partner to establish that the issuance of REIT Series A Preferred Shares pursuant to the exchange shall not be required to be registered under the Securities Act of 1933, as amended, and relevant or any state securities or blue sky laws. The certificates representing the Preferred Shares issued upon exchange of the Preferred Units shall contain the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR (B) IF THE CORPORATION HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER OF THE SHARES REPRESENTED HEREBY THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT AND THE RULES AND REGULATIONS THEREUNDER.
(ii) In the event of an exchange of Series B A Preferred Units for shares of REIT Series B A Preferred Shares, an amount equal to the accrued and unpaid distributions, whether or not declared, distributions to the date of exchange on any Series B A Preferred Units tendered for exchange shall (ai) accrue on the shares of the REIT Series B A Preferred Shares into which such Series B A Preferred Units are exchanged, and (bii) continue to accrue on such Series B A Preferred Units, which shall remain outstanding following such exchange, with the General Partner as the holder of such REIT Series B A Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a Series B A Preferred Unit that was validly exchanged into for REIT Series B A Preferred Shares pursuant to this section (other than the General Partner now holding such Series B A Preferred Unit), receive a distribution out of Available Cash of the Partnership, if such holder, after exchange, is entitled to receive a distribution out of Available Cash with respect to the share of REIT Series B A Preferred Shares for which such Series B A Preferred Unit was exchanged or redeemed.
(iii) Fractional shares of REIT Series B A Preferred Shares are not to be issued upon exchange but, in lieu thereof, the General Partner will pay a cash adjustment based upon the fair market value of the REIT Series B A Preferred Shares on the day prior to the exchange date as determined in good faith by the Board of Trustees Directors of the General Partner.
Appears in 1 contract
Procedure for Exchange. (i) Any exchange shall be exercised pursuant to a notice of exchange (the “"EXCHANGE NOTICE”") delivered to the General Partner Company by the holder who is exercising such exchange right, by (ai) fax and (bii) by certified mail postage prepaid. The exchange of Series B A Preferred Units, or a specified portion thereof, may be effected after the tenth (10th) fifth Business Day following receipt by the General Partner Company of the Exchange Notice by delivering certificates, if any, representing such Series B A Preferred Units to be exchanged together with, if applicable, written notice of exchange and a proper assignment of such Series B A Preferred Units to the office of the General Partner Company maintained for such purpose. Currently, such office is 2located at ▇▇▇▇ ▇▇▇▇▇ . ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇. Each exchange will be deemed to have been effected immediately prior to the close of business on the date on which such Series B A Preferred Units to be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by the General Partner Company as aforesaid and the Exchange Price shall have been paid. Any Series B A Preferred Shares Stock issued pursuant to this SECTION 8 shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of pledge, lien, encumbrance or restriction other than those provided in the Charter, the Bylaws of the General PartnerCompany, the Securities Act of 1933, as amended, Federal securities acts and relevant state securities or blue sky laws.
(ii) In the event of an exchange of Series B A Preferred Units for shares of Series B A Preferred SharesStock, an amount equal to the accrued and unpaid distributions, whether or not declared, to the date of exchange on any Series B A Preferred Units tendered for exchange shall (ai) accrue on the shares of the Series B A Preferred Shares Stock into which such Series B A Preferred Units are exchanged, and (bii) continue to accrue on such Series B A Preferred Units, which shall remain outstanding following such exchange, with one of the General Partner Partners as the holder of such Series B A Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a Series B A Preferred Unit that was validly exchanged into Series B A Preferred Shares Stock pursuant to this section SECTION 8 (other than the General Partner now holding such Series B A Preferred Unit), receive a distribution out of Available Operating Cash Flow of the Partnership, if such holder, after exchange, is entitled to receive a distribution out of Available Operating Cash Flow with respect to the share of Series B A Preferred Shares Stock for which such Series B A Preferred Unit was exchanged or redeemed.
(iii) Fractional shares of Series B A Preferred Shares Stock are not to be issued upon exchange but, in lieu thereof, the General Partner Company will pay a cash adjustment based upon the fair market value of the Series B A Preferred Shares Stock on the day prior to the exchange date as determined in good faith by the Board of Trustees Directors of the General PartnerCompany.
Appears in 1 contract
Sources: Amendment to the Amended and Restated Agreement of Limited Partnership (Cp LTD Partnership)
Procedure for Exchange. (i) Any exchange shall be exercised pursuant to a notice of exchange (the “EXCHANGE NOTICESeries D Exchange Notice”) delivered to the General Partner by the holder who is exercising such Partners representing at least 51% of the outstanding Series D Preferred Units (or by the Series D Contributor in the case of an exchange rightpursuant to the last sentence of Section 19.9.A(i) hereof), by (aA) fax and (bB) by certified mail postage prepaid. The General Partner may effect any exchange of Series B D Preferred Units, or a specified exercise its option to cause the Partnership to redeem any portion thereofof the Series D Preferred Units for cash pursuant to Section 19.9.A(ii) or redeem Series D Excess Units pursuant to Section 19.9.A(iii), may be effected after the tenth by delivering to each Holder of record of Series D Preferred Units, within ten (10th10) Business Day Days following receipt by of the Series D Exchange Notice, (a) if the General Partner elects to cause the Partnership to acquire any of the Exchange Notice by delivering certificates, if any, representing such Series B D Preferred Units to be then outstanding, (1) certificates representing the REIT Series D Preferred Shares being issued in exchange for the Series D Preferred Units of such Holder being exchanged together with, if applicable, and (2) a written notice of exchange and (a proper assignment “Series D Redemption Notice”) stating (A) the redemption date, which may be the date of such Series B D Redemption Notice or any other date which is not later than sixty (60) days following the receipt of the Series D Exchange Notice, (B) the redemption price, (C) the place or places where the Series D Preferred Units are to be surrendered and (D) that distributions on the Series D Preferred Units will cease to accrue on such redemption date, or (b) if the General Partner elects to cause the Partnership to redeem all of the Series D Preferred Units then outstanding in exchange for cash, a Series D Redemption Notice. Series D Preferred Units shall be deemed canceled (and any corresponding Partnership Interest represented thereby deemed terminated) on the redemption date. Holders of Series D Preferred Units shall deliver any canceled certificates representing Series D Preferred Units which have been exchanged or redeemed to the office of the General Partner maintained for such purpose. Currently, such office (which currently is 2located at ▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 90064) within ten (10) Business Days of the exchange or redemption with respect thereto. Each exchange will be deemed to have been effected immediately prior Notwithstanding anything to the close of business on the date on which such contrary contained herein, any and all Series B D Preferred Units to be exchanged (together with all required documentation) for REIT Series D Preferred Shares pursuant to this Section 19.9 shall have been surrendered and notice shall have been received by be so exchanged in a single transaction at one time. As a condition to exchange, the General Partner may require the Holders of Series D Preferred Units to make such representations as aforesaid and may be reasonably necessary for the Exchange Price General Partner to establish that the issuance of REIT Series D Preferred Shares pursuant to the exchange shall have been paidnot be required to be registered under the Securities Act or any state securities laws. Any REIT Series B D Preferred Shares issued pursuant to this SECTION Section 19.9 shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of any pledge, lien, encumbrance or restriction other than those provided in the Charter, the Bylaws of the General Partner, the Securities Act of 1933, as amended, and relevant state securities or blue sky laws. The certificates representing the REIT Series D Preferred Shares issued upon exchange of the Series D Preferred Units shall contain the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) AND STATE SECURITIES LAWS OR (B) IF THE CORPORATION HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER OF THE SHARES REPRESENTED HEREBY, OR OTHER EVIDENCE SATISFACTORY TO THE CORPORATION, THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT AND STATE SECURITIES LAWS AND THE RULES AND REGULATIONS THEREUNDER.
(ii) In the event of an exchange of Series B D Preferred Units for shares of REIT Series B D Preferred Shares, an amount equal to the accrued and unpaid distributions, whether or not declared, to the date of exchange on any Series B D Preferred Units tendered for exchange shall (aA) accrue on the shares of the REIT Series B D Preferred Shares into which such Series B D Preferred Units are exchanged, and (bB) continue to accrue on such Series B D Preferred Units, which shall remain outstanding following such exchange, with the General Partner as the holder Holder of such Series B D Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder Holder of a Series B D Preferred Unit that was validly exchanged into REIT Series B D Preferred Shares pursuant to this section (other than the General Partner now holding such Series B D Preferred Unit), receive a cash distribution out of Available Cash of the Partnership, if such holderHolder, after exchange, is entitled to receive a distribution out of Available Cash with respect to the share of REIT Series B D Preferred Shares for which such Series B D Preferred Unit was exchanged or redeemed. Further for purposes of the foregoing, in the event of an exchange of Series D Preferred Units for REIT Series D Preferred Shares, if the accrued and unpaid distributions per Series D Preferred Unit is not the same for each Series D Preferred Unit, the accrued and unpaid distributions per Series D Preferred Unit for each such Series D Preferred Unit shall be equal to the greatest amount of such accrued and unpaid distributions per Series D Preferred Unit on any such unit.
(iii) Fractional shares of REIT Series B D Preferred Shares are not to be issued upon exchange but, in lieu thereof, the General Partner will pay a cash adjustment based upon the fair market value of the Series B D Preferred Shares Stock on the day prior to the exchange date as determined in good faith by the Board of Trustees Directors of the General Partner.
Appears in 1 contract
Procedure for Exchange. (i) Any exchange shall be exercised pursuant to a notice of exchange (the “EXCHANGE NOTICE”"Exchange Notice") delivered to the General Partner by the holder who is exercising such exchange right, by (ay) fax and (bz) by certified mail postage prepaid. The Except as otherwise provided in Sections 9(a)(ii) and 9(a)(iii) hereof, the General Partner and the Partnership shall effect any exchange of Series B C Preferred Units by delivering to each holder of record of Series C Preferred Units, or within ten (10) Business Days following receipt of the Exchange Notice, (A) certificates representing the Series C Preferred Stock being issued in exchange for the Series C Preferred Units of such holder being exchanged and (B) a specified portion thereofwritten notice stating (1) the exchange date, which may be effected after the tenth date of such written notice or any other date which is not later than fifteen (10th15) Business Day Days following the receipt by of the Exchange Notice, (2) the Series C Exchange Price, and (3) that distributions on the Series C Preferred Units will cease to accrue on such exchange date. As a condition to the exchange, the General Partner may require the holders of the Exchange Notice by delivering certificates, if any, representing such Series B C Preferred Units to make such representations as may be exchanged together with, if applicable, written notice of exchange and a proper assignment of such Series B Preferred Units to the office of reasonably necessary for the General Partner maintained for such purpose. Currently, such office is 2▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇. Each exchange will be deemed to have been effected immediately prior establish that the issuance of Series C Preferred Stock pursuant to the close of business on the date on which such Series B Preferred Units exchange shall not be required to be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by registered under the General Partner Securities Act of 1933, as aforesaid and the Exchange Price shall have been paidamended, or any state securities laws. Any shares of Series B C Preferred Shares Stock issued pursuant to this SECTION Section 9 shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, and shall be delivered free of any pledge, lien, encumbrance or restriction other than those provided in the Charter, the Bylaws of the General PartnerCompany, the Securities Act of 1933, as amended, amended and relevant state securities or blue sky lawslaws or created by the exchanging holder of Series C Preferred Units. Each Series C Preferred Unit exchanged hereunder for a share of Series C Preferred Stock shall be transferred to and acquired by the General Partner and shall not be canceled or redeemed while such share of Series C Preferred Stock is outstanding. The certificates representing the Series C Preferred Shares issued upon exchange of the Series C Preferred Units shall contain the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (A) PURSUANT TO AN EFFECTIVE 116 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR (B) IF THE CORPORATION HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER OF THE SHARES REPRESENTED HEREBY, OR OTHER EVIDENCE SATISFACTORY TO THE CORPORATION, THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT AND THE RULES AND REGULATIONS THEREUNDER.
(ii) In the event of an exchange of Series B C Preferred Units for shares of Series B C Preferred SharesStock, an amount equal to the accrued and unpaid distributions, whether or not declared, to the date of exchange on any Series B C Preferred Units tendered for exchange shall (a) accrue on the shares of the Series B Preferred Shares into which such Series B Preferred Units are exchanged, and (b) continue to accrue on such Series B C Preferred Units, which shall remain outstanding following such exchange, with the General Partner as the holder of such Series B C Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a Series B C Preferred Unit that was validly exchanged into Series B C Preferred Shares Stock pursuant to this section (other than the General Partner now holding such Series B C Preferred Unit), receive a distribution out of Available Cash of the Partnership, if such holder, after exchange, is be entitled to receive a distribution out of Available Cash with respect to such exchanged Unit, if such holder, after such exchange, is entitled to receive a distribution from the Company with respect to the share of Series B C Preferred Shares Stock for which such Series B C Preferred Unit was exchanged or redeemed.
(iii) Fractional shares of Series B C Preferred Shares are Stock shall not to be issued upon any exchange hereunder but, in lieu thereof, the General Partner will pay a cash adjustment based upon the fair market value of the Series B C Preferred Shares Stock on the day prior to the exchange date as determined in good faith by the Board of Trustees Directors of the General Partner.
Appears in 1 contract
Sources: Agreement of Limited Partnership (Summit Properties Partnership L P)
Procedure for Exchange. (i) Any exchange shall be exercised pursuant to a notice of exchange (the “EXCHANGE NOTICE”"Exchange Notice") delivered to the General Partner by the holder who is exercising such exchange right, by (aA) fax and (bB) by certified mail postage prepaid. The exchange of Series B Preferred Units, or a specified portion thereof, may be effected after the tenth fifth (10th5th) Business Day following receipt by the General Partner of the Exchange Notice by delivering certificates, if any, representing such Series B Preferred Units to be exchanged together with, if applicable, written notice of exchange and a proper assignment of such Series B Preferred Units to the office of the General Partner maintained for such purpose. Currently, such office is 26▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. Each exchange will be deemed to have been effected immediately prior to the close of business on the date on which such Series B Preferred Units to be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by the General Partner as aforesaid and the Exchange Price shall have been paid. Any Series B Preferred Shares issued pursuant to this SECTION Section 9 shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of pledge, lien, encumbrance or restriction other than those provided in the Charter, the Bylaws of the General Partner, the Securities Act of 1933, as amended, and relevant state securities or blue sky laws.
(ii) In the event of an exchange of Series B Preferred Units for shares of Series B Preferred Shares, an amount equal to the accrued and unpaid distributions, whether or not declared, to the date of exchange on any Series B Preferred Units tendered for exchange shall (aA) accrue on the shares of the Series B Preferred Shares into which such Series B Preferred Units are exchanged, and (bB) continue to accrue on such Series B Preferred Units, which shall remain outstanding following such exchange, with the General Partner as the holder of such Series B Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a Series B Preferred Unit that was validly exchanged into Series B Preferred Shares pursuant to this section Section 9 (other than the General Partner now holding such Series B Preferred Unit), receive a cash distribution out of Available Cash of the Partnership, if such holder, after exchange, is entitled to receive a distribution out of Available Cash with respect to the share of Series B Preferred Shares for which such Series B Preferred Unit was exchanged or redeemed.
(iii) Fractional shares of Series B Preferred Shares are not to be issued upon exchange but, in lieu thereof, the General Partner will pay a cash adjustment based upon the fair market value of the Series B Preferred Shares on the day prior to the exchange date as determined in good faith by the Board of Trustees Directors of the General Partner.
Appears in 1 contract
Sources: Agreement of Limited Partnership (Liberty Property Limited Partnership)
Procedure for Exchange. (i) Any exchange shall be exercised ---------------------- pursuant to a notice of exchange (the “EXCHANGE NOTICE”"Exchange Notice") delivered to the General Partner by the holder who is exercising such exchange right, by fax (aif the holder of the Series C Preferred Units shall have provided the Partnership with such holder's fax number) fax and (b) by certified mail postage prepaid. The exchange of Series B C Preferred Units, or a specified portion thereof, may be effected after the tenth fifth (10th5th) Business Day Days following receipt by the General Partner of the Exchange Notice by delivering certificates, if any, representing such Series B C Preferred Units to be exchanged together with, if applicable, written notice of exchange and a proper assignment of such Series B C Preferred Units to the office of the General Partner maintained for such purpose. Currently, such office is 2located at ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇. Each exchange will be deemed to have been effected immediately prior to the close of business on the date on which such Series B C Preferred Units to be exchanged (together with all required documentation) shall have been surrendered and notice shall have been received by the General Partner as aforesaid and the Exchange Price shall have been paid. Any Series B C Preferred Shares issued pursuant to this SECTION Section 4.02(e)(viii) shall be delivered as shares which are duly authorized, validly issued, fully paid and nonassessable, free of pledge, lien, encumbrance or restriction other than those provided in the CharterDeclaration of Trust, the Bylaws of the General PartnerCompany, the Securities Act of 1933, as amended, and relevant state securities or blue sky laws.
(ii) In the event of an exchange of Series B C Preferred Units for shares of Series B C Preferred Shares, an amount equal to the accrued and unpaid distributions, whether or not declared, to the date of exchange on any Series B C Preferred Units tendered for exchange shall (a) accrue on the shares of the Series B C Preferred Shares into which such Series B C Preferred Units are exchanged, and (b) continue to accrue on such Series B C Preferred Units, which shall remain outstanding following such exchange, with the General Partner Company as the holder of such Series B C Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a Series B C Preferred Unit that was validly exchanged into Series B C Preferred Shares pursuant to this section (other than the General Partner Company now holding such Series B C Preferred Unit), receive a distribution out of Available Cash funds legally available for the payment of the Partnershipdistributions, if such holder, after exchange, is entitled to receive a distribution out of Available Cash funds legally available for the payment of distributions with respect to the share of Series B C Preferred Shares for which such Series B C Preferred Unit was exchanged or redeemed.
(iii) Fractional shares of Series B C Preferred Shares are not to be issued upon exchange but, in lieu thereof, the General Partner will pay a cash adjustment based upon the fair market value of the Series B C Preferred Shares on the day prior to the exchange date as determined in good faith by the Board of Trustees of the General PartnerCompany.
Appears in 1 contract
Sources: Limited Partnership Agreement (Prentiss Properties Trust/Md)