Redemption of Units Clause Samples
POPULAR SAMPLE Copied 5 times
Redemption of Units. Any redemption of Units by the Company permitted under Article III shall be conducted in accordance with this Section 3.13.
(a) The Company shall, not later than 30 days before the date fixed for redemption, give notice of redemption to the Member at its last address designated on the records of the Company or the Transfer Agent, by registered or certified mail, postage prepaid, or overnight courier of national reputation. The notice shall be deemed to have been given when so mailed. The notice shall specify the Redeemable Units, the date fixed for redemption, the place of payment, that payment of the redemption price will be made upon the redemption of the Redeemable Units (or, if later in the case of Redeemable Units evidenced by Certificates, upon surrender of the Certificates evidencing such Redeemable Units) and that on and after the date fixed for redemption no further allocations or distributions to which the Member would otherwise be entitled in respect of the Redeemable Units will accrue or be made.
(b) The aggregate redemption price for Redeemable Units shall be an amount equal to the Current Market Price (the date of determination of which shall be the date fixed for redemption) of Units of the class to be so redeemed multiplied by the number of Units of each such class included among the Redeemable Units, net of any costs or expenses incurred by the Company in connection with such redemption. Subject to the Delaware Act, the redemption price shall be paid, as determined by the Company in its sole discretion, (i) in cash, (ii) by delivery of a promissory note of the Company in the principal amount of the redemption price, bearing interest at the rate of 8% annually and payable in three equal annual installments of principal together with accrued interest, the first such installment commencing one year after the redemption date (or, if later in the case of Redeemable Units evidenced by Certificates, upon surrender of the Certificates evidencing such Redeemable Units) or (iii) a combination of cash and a promissory note having the terms described in clause (ii).
(c) The Member or its duly authorized representative shall be entitled to receive the payment for Redeemable Units at the place of payment specified in the notice of redemption (i) in the case of uncertificated Redeemable Units, on the redemption date or (ii) in the case of Redeemable Units evidenced by Certificates, upon surrender, on the redemption date or thereafter, by or on behalf of ...
Redemption of Units. If the underwriters (the “Underwriters”) in the Company’s initial public offering (the “IPO”) do not exercise in full their over-allotment option to be granted by the Company pursuant to an underwriting agreement by and among the Underwriters and the Company, then either (i) the Company shall redeem from Purchaser, at a redemption price equal to $0.01 per Unit, or (ii) the Purchaser shall forfeit, a number of Units equal to 6,000 multiplied by the percentage of the Underwriters’ over-allotment option that remains unexercised as of the expiration date thereof.
Redemption of Units. At any time prior to a Public Offering becoming effective:
(a) Black Knight shall provide Cannae, THL and each Management Member with no less than thirty (30) days prior written notice of any event that will constitute a Black Knight Change of Control. If Cannae, THL or any Management Member (each, a “Redeeming Party”) gives notice of its election (such election, the “Redemption Notice”) within twenty (20) days after receipt of such notice from the Parent, to have the Company redeem the Cannae Units, THL Units, THL Holding Company Interests or a combination thereof (as applicable) or applicable Management Member’s Class B Units, then, upon consummation of such Black Knight Change of Control (the “Redemption Date”), the Company shall be required to redeem, at the Redemption Price (as defined below), all of the Units then held by Cannae (the “Cannae Redemption Units”), all of the Units, THL Holding Company Interests or a combination thereof then held by THL (the “THL Redemption Units”) and all of the Units (whether vested or unvested) then held by the applicable Management Member (the “Management Member Redemption Units” and together with the Cannae Redemption Units and the THL Redemption Units, the “Redemption Units”). Any Redemption Notice must request redemption of all, and not less than all, of the Units held by the applicable Member.
(b) For purposes of this provision, a “Black Knight Change of Control” shall be deemed to have occurred when there has occurred the consummation of (i) an acquisition by any “person” (as that term is used in Sections 13(d)(3) and 14(d)(2) of the Securities Exchange Act (or any successor item, regulation or act to the same effect)) of beneficial ownership, directly or indirectly, of securities of Parent representing more than fifty percent (50%) of the combined voting power of Parent’s then outstanding securities; or (ii) the sale of all or substantially all of the consolidated assets of Black Knight.
Redemption of Units. (i) Upon the terms and subject to the conditions set forth in this Section 3.6, each of the Members (other than PubCo and its wholly-owned Subsidiaries) (the “Redeeming Member”) shall be entitled to cause the Company to redeem all or a portion of such Member’s Units (together with the transfer and surrender of the same number of shares of Class B Common Stock) for an equivalent number of shares of Class A Common Stock (a “Redemption”) or, at the Company’s election made in accordance with Section 3.6(a)(iv), cash equal to the Cash Election Amount calculated with respect to such Redemption. A Redeeming Member shall be permitted to effect a Redemption of Units no more frequently than once per calendar quarter. The Managing Member may, in its discretion, adopt a policy to limit quarterly exchanges to a particular period during each quarter. With respect to each Redemption, a Redeeming Member shall be required to redeem at least a number of Units equal to the lesser of (A) 2,500 Units and (B) All Owned Units (excluding, for this purpose only, HoldCo Units not eligible for redemption pursuant to the terms of the A&R HoldCo Agreement at the time of the relevant Redemption). Notwithstanding the preceding clause (A) of this Section 3.6(a)(i), with respect to each Redemption, if the Redeeming Member is any of ▇▇▇▇▇▇ Investment Company, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, Cadent Energy Partners II, L.P. (or any affiliated funds or investment vehicles managed by Cadent Energy Partners, LLC) or ▇▇▇ ▇▇▇▇▇▇, such Redeeming Member shall be required to redeem at least a number of Units equal to the lesser of 10,000 Units and All Owned Units, and if the Redeeming Member is a Former A-1 Unitholder, such Redeeming Member shall be required to redeem at least a number of Units equal to the lesser of 1,000 Units and All Owned Units (excluding, for this purpose only, HoldCo Units not eligible for redemption pursuant to the terms of the A&R HoldCo Agreement at the time of the relevant Redemption). Notwithstanding the foregoing, subject to Section 3.6(j) and Section 3.6(k), a Redeeming Member may exercise its redemption right with respect to All Owned Units of such Member or at least 1,000,000 Units at any time. Upon the Redemption of all of a Member’s Units, such Member shall, for the avoidance of doubt, cease to be a Member of the Company.
(ii) In order to exercise the redemption right under Section 3.6(a)(i), the Redeeming Member shall provide written notice (the “Redempti...
Redemption of Units. On the Initial Closing Date (as defined below), and subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Holder agrees to transfer to the Partnership, and the Partnership agrees to redeem from the Holder, up to 2,183,059 Common Units (the “Initial Redemption Units”) from the Holder, at a price per unit of $38.06 (the “Redemption Price”), which is equal to the net proceeds per unit received by the Partnership in the Public Offering, after underwriting discounts and commissions, but before expenses (the “Initial Redemption”). In addition, upon the Additional Closing Date (as defined below), and subject to the terms and conditions and in reliance on the representations and warranties herein set forth, the Holder agrees to transfer to the Partnership, and the Partnership agrees to redeem from the Holder, at the Redemption Price, a number of Common Units (the “Additional Redemption Units” and, together with the Initial Redemption Units, the “Redemption Units”) equal to the number of Option Units purchased from the Partnership by the Underwriters (the “Additional Redemption”).
1.1 The closings of the Initial Redemption and the Additional Redemption shall take place at such places and such times so as to coincide with the Underwriters’ purchase of Primary Units (the “Initial Closing Date”) and Option Units (the “Additional Closing Date”) from the Partnership in the Public Offering.
1.2 At each closing, the Holder shall assign and transfer to the Partnership all its right, title and interest in and to the Redemption Units free and clear of all liens or other limitations or restrictions and deliver to the Partnership the certificate or certificates representing the Redemption Units, duly endorsed in blank or accompanied by separate stock powers so endorsed. The Holder shall execute the certificate of transfer on the back of the certificate or certificates representing the Redemption Units.
1.3 The Partnership shall pay the aggregate Redemption Price for the Initial Redemption and the Additional Redemption, as applicable, on the Initial Closing Date and the Additional Closing Date, as applicable, without deduction, by wire transfer of immediately available funds to an account of the Holder (the number for which account shall have been furnished to the Partnership at least one business day prior to the Initial Closing Date and the Additional Closing Date, as applicable).
1.4 The Partnership hereby acknowled...
Redemption of Units. 16 (A) (i) Subject to clause 16 the Manager shall on receipt by it or by its duly authorized agent of a request in writing by a Holder (other than the Manager) to redeem from such Holder before such time as may be agreed between the Manager and the Trustee on a Dealing day, all or any part of the Units comprised in his holding at a price per Unit computed by dividing the Value of the Deposited Property as at the date of proposed redemption divided by the number of Units outstanding as at such date, after deducting therefrom the Exit Fee, if any, or appropriate allowances for Duties and Charges in relation to the realization of the Deposited Property and by adjusting the resulting quotient to the nearest cent. Provided that any Units so redeemed shall be cancelled by the Manager in terms of clause 15 and the notice of such cancellation shall be deemed to have been issued on the day on which such redemption takes place.
Redemption of Units. (a) The Trustee may redeem or repurchase any Units:
(i) by giving notice to the Unit Holder that the Units are to be redeemed or repurchased on a date specified in the notice; or
(ii) at the request of the Unit Holder, on a date determined by the Trustee.
(b) While the Unit Holders Deed is in force, the Trustee must not redeem or repurchase any Units except in accordance with the Unit Holders Deed.
(c) The Trustee may deduct from the proceeds of redemption or repurchase any money due and payable to the Trustee by the Unit Holder.
(d) The Trustee is not obliged to pay any part of any Redemption Price out of the Trustee’s own funds, and may decide to purchase or arrange for the purchase of Units the subject of a redemption offer or request.
Redemption of Units. Unitholders may redeem Units either in whole or in part by delivering a redemption form, duly executed and in form satisfactory to the Trustees, to the Agent or as the Trustees may otherwise direct, or in such other manner as the Trustees may provide that is consistent with applicable law. Redemptions shall be made at the Net Asset Value next computed after such delivery (or other acceptable tender) less such redemption fee (not, however, to exceed one percent) as the Trustees may from time to time prescribe. The Trustees may suspend a Unitholder’s right of redemption or postpone the date of payment when (a) trading in the markets the Fund normally utilizes is restricted or an emergency exists as determined by the Commission so that disposal of the Fund’s investments or determination of its Net Asset Value is not reasonably practicable, or (b) the Commission, by order, has otherwise provided for or permitted such suspension or postponement.
Redemption of Units. The Redemption Rights of the Original Limited Partners are set forth in this Section 8.6. Any Redemption Rights granted to Additional Limited Partners shall be set forth in amendments to this Agreement or in separate redemption agreements.
Redemption of Units. Redeem or repurchase Units, except as specified in Section 8.8 of this Agreement or when the General Partner determines such redemption or repurchase is in the best interests of the Partnership and would not impair the capital of the Partnership or the operation of the Partnership's business.