Automatic Exchange. Upon the Company’s satisfaction that the Private Placement Legend shall no longer be required in order to maintain compliance with the Securities Act, the Company may, at its option, determine that beneficial interests in a Global Note that is a Restricted Security shall be automatically exchanged into beneficial interests in an Global Note that is not a Restricted Security without any action required by or on behalf of the Holder (the “Automatic Exchange”) at any time on or after the date that is the 366th calendar day after (1) with respect to any Note issued on the Issue Date, the later of (x) the Issue Date and (y) the last date on which the Company or any Affiliate of the Company was the owner of such Note (or of any other Global Note with the same CUSIP number) or (2) with respect to any Additional Note, if any, the later of (x) the issue date of such Additional Note and (y) the last date on which the Company or any Affiliate of the Company was the owner of such Note (or of any other Global Note with the same CUSIP number), or, in each case, if such day is not a Business Day, on the next succeeding Business Day (the “Automatic Exchange Date”). Upon the Company’s satisfaction that the Private Placement Legend shall no longer be required in order to maintain compliance with the Securities Act, if the Company elects, at its option, that an Automatic Exchange will take place, it shall (A) provide prior written notice (the “Automatic Exchange Notice”) to each Holder (with a copy to the Trustee) at such Holder’s address appearing in the Note register at least 10 calendar days prior to the Automatic Exchange (the “Automatic Exchange Notice Date”), which notice must include (I) the Automatic Exchange Date, (II) the Section of this Indenture pursuant to which the Automatic Exchange shall occur, (III) the CUSIP number of the Global Note that is a Restricted Security from which such Holder’s beneficial interests will be transferred and (IV) the CUSIP number of the Global Note into which such Holder’s beneficial interests will be transferred, and (C) on or prior to the date of the Automatic Exchange, deliver to the Trustee for authentication one or more Global Notes without the Private Placement Legend, duly executed by the Company, in an aggregate principal amount equal to the aggregate principal amount of Global Notes that are Restricted Securities to be exchanged. Notwithstanding anything to the contrary in Section 2.16, during the 10-day period between the ...
Automatic Exchange. 4.1.1 On the occurrence of an Automatic Exchange Event, whether before or after the occurrence of any Event of Default, each Holder of Trust Notes — Series 2016-A then outstanding shall give full effect to the Automatic Exchange pursuant to and in accordance with the Share Exchange Agreement. To that end, in accordance with the Share Exchange Agreement, all Trust Notes — Series 2016-A held by a Holder shall be deemed to have been automatically exchanged and transferred to TCPL at a price, for each $1,000 principal amount of Trust Notes — Series 2016-A, equal to one newly issued and fully paid TCPL Exchange Preferred Share with a stated issue price of $1,000 per share, together with such number of TCPL Exchange Preferred Shares (including fractional shares, where applicable) calculated by dividing the amount of accrued and unpaid interest on each $1,000 principal amount of Trust Notes — Series 2016-A from the immediately preceding Interest Payment Date to, but excluding, the date of the Automatic Exchange Event, by $1,000. As full and final payment of such price, in accordance with the Share Exchange Agreement, a Holder of Trust Notes — Series 2016-A shall receive, and be deemed to have received and accepted, as of the Time of Automatic Exchange, the right to be issued one newly issued and fully paid TCPL Exchange Preferred Share with a stated issue price of $1,000 per share, together with such number of TCPL Exchange Preferred Shares (including fractional shares, where applicable) calculated by dividing the amount of accrued and unpaid interest on each $1,000 principal amount of Trust Notes — Series 2016-A from the immediately preceding Interest Payment Date to, but excluding, the date of the Automatic Exchange Event by $1,000, per $1,000 principal amount of Trust Notes — Series 2016-A held by the Holder. The foregoing exchange, transfer, receipt and acceptance shall be automatically effected in accordance with the Share Exchange Agreement and shall not require any conveyance, confirmation or further action being taken by the Trust, the Exchange Trustee or the Holders in order to give full effect to same. For greater certainty, any Trust Notes — Series 2016-A purchased or redeemed by the Trust prior to the Time of Automatic Exchange shall be deemed not to be outstanding, and shall not be subject to the Automatic Exchange.
Automatic Exchange. If on the Business Day preceding any Redemption Date the value of the Exchange Number of BPY Units to be received by a holder of the Series 4 Units upon exercise of the Right to Exchange for one Series 4 Unit (which value shall be determined using the Current Market Price determined on the Business Day preceding the Redemption Date) exceeds the Issue Price, the holder shall be deemed to have exercised the Right to Exchange with respect to all of such holder’s Series 4 Units to be redeemed on the Redemption Date, unless the holder provides written notice to the Partnership prior to such Business Day specifying that the Series 4 Units are not to be so exchanged.
Automatic Exchange. (1) Newmont hereby agrees with the Trustee as trustee for and on behalf of, and for the use and benefit of, the Beneficiaries that the Trustee shall have (i) the Automatic Exchange Right, and (ii) the Automatic Exchange Rights on Liquidation, all in accordance with the provisions of this agreement. The Automatic Exchange Right shall represent an agreement on the terms set out herein between Newmont and the Trustee (acting on behalf of 101 the Beneficiaries) that upon the occurrence of an Insolvency Event, Newmont will purchase from each and every Beneficiary all of the Exchangeable Shares held by such Beneficiary. The Automatic Exchange Rights on Liquidation shall represent an agreement on the terms set out herein between Newmont and the Trustee (acting on behalf of the Beneficiaries) that Newmont will purchase from each and every Beneficiary all of the outstanding Exchangeable Shares held by such Beneficiary on the fifth business day prior to the Liquidation Event Effective Date. Newmont hereby acknowledges receipt from the Trustee as trustee for and on behalf of the Beneficiaries of good and valuable consideration (and the adequacy thereof) for agreeing with the Trustee (acting on behalf of the Beneficiaries) to be bound by the Automatic Exchange Right and the Automatic Exchange Rights on Liquidation.
Automatic Exchange. Each of the FX Shares then outstanding will be automatically exchanged, without election or further action by the Company or the holders of the FX Shares, for the number of fully paid and non-assessable shares of Company Common Stock determined in accordance with the provisions of Section 4 of this Agreement, upon the effective date of a Registration Statement filed by the Company with the Commission in connection with a Qualified Public Offering. The Company shall give notice of the Exchange under this Section 2(c) to the Member Representative in accordance with Section 3 below. The closing of the Exchange will take place at the time and place and in the manner set forth in Section 5 below. Notwithstanding the later closing of the Exchange, the effective date of the Exchange will be the date the Registration Statement for the Qualified Public Offering is declared effective by the Commission, and the Holders entitled to receive the Exchange Shares issuable upon the Exchange will be treated for all purposes as the record holders of the Exchange Shares on that date.
Automatic Exchange. Immediately following receipt of the Requisite Stockholder Approval but prior to the filing of an amended and restated certificate of incorporation approved in the Requisite Stockholder Approval (the "Restated Charter"), all Exchange Shares shall be automatically exchanged into shares of Series B Preferred at the Exchange Ratio, without any further action by any Purchaser or the Company, and the Company shall deliver to the Purchasers (i) a certificate or certificates representing the shares of Series B Preferred for which the Exchange Shares are so exchanged, or (ii) if, prior to the delivery of certificates for Series B Preferred, the shares of Series B Preferred have been converted into Class B Common Stock pursuant to the Restated Charter, a certificate or certificates representing the shares of Class B Common Stock into which the shares of Series B Preferred have been converted.
Automatic Exchange. In the event the Issuer is reimbursed for ------------------ any draw on the Gateway Letter of Credit by withdrawing funds from the Deposit and such funds are not replaced by the Company within three (3) business days, then, effective as of the date of each such withdrawal (each, a "Deposit Draw Date"), the Company shall issue to the Holder, in exchange for this Note (i) a Series A Note in a principal amount equal to the Holder's Pro Rata Share as of the applicable Deposit Draw Date of the amount of such withdrawal and (ii) a substitute Series B Note in a principal amount, if any, equal to the Note Amount as of the Deposit Draw Date less the principal amount of the Series A Note issued to such Holder pursuant to clause (i) above. Such Series A Notes and substitute Series B Notes shall be delivered to the Holder not less than six (6) business days after the applicable Deposit Draw Date. Within three (3) business days following the receipt of such Series A Notes and substitute Series B Notes, the Holder shall surrender to the Company this Note marked "cancelled", and, if not a party to the Series A Note Purchase Agreement, shall execute a joinder to the Series A Note Purchase Agreement agreeing to be fully bound by, and subject to, all of the covenants, terms and conditions of the Series A Note Purchase Agreement as a "Purchaser" thereunder. Regardless of whether the Holder has surrendered this Note for exchange and executed such a joinder, on the applicable Deposit Draw Date, (i) such automatic exchange shall be deemed to have been made; (ii) the Series A Notes and substitute Series B Notes so issuable shall be deemed to have been issued and outstanding; (iii) the person or persons entitled to receive the Series A Notes and substitute Series B Notes issuable upon such automatic exchange shall be treated for all purposes as the record holder or holders of such Series A Notes and substitute Series B Notes; (iv) this Note shall be deemed cancelled and the Company shall be forever released from its obligations and liabilities under this Note, with the Holder being entitled, in lieu thereof, to the benefit of the Company's obligations and liabilities under the Series A Notes and substitute Series B Notes issued; and (v) the Holder shall be deemed for all purposes to be a "Purchaser" under the Series A Note Purchase Agreement and subject to all of the terms, conditions and covenants applicable to "Purchasers" thereunder.
Automatic Exchange. Notwithstanding anything else to the contrary, within 30 Business Days following the date of a Change in Control, the Company shall have the right to exchange, upon notice to a holder, any Vested Series A Preferred Stock into the Preferred Net Value payable, at the sole option and election of the Company, either in cash, Class A Common Stock or Reference Property, as applicable, subject to the provisio contained in Section 2(b)(1).
Automatic Exchange. Except as set forth below in Section 11.02(e), on the thirty-first day after the Threshold Acquisition Date, each Holder of Nonconvertible Notes shall surrender its remaining Nonconvertible Notes to such office or agency designated therefor by the Company as required by Section 10.02, in exchange for the like aggregate principal amount of Convertible Notes. On the date of such exchange, the Company and the Trustee shall jointly instruct The Bank of New York, as escrow agent, to release all remaining amounts in the Escrow Account to the Control Account.
Automatic Exchange. AN OPPORTUNITY Even though the automatic Exchange of tax information was already a practical reality among some states, Brazil was not using this form of cooperation. With the new method agreed at the world level, this modality is incorporated in the risk management routine, thereby providing significant benefits. A specific example is derived from the automatic exchange with the U.S., under FATCA, already in force since September 2015. The data received allow for identifying specific situations of omission of assets abroad, and the ax procedures are underway in order to confirm the tax irregularities. Most certainly the same information will be obtained from other countries, on the basis of the CRS. In addition to the automatic exchange of financial data and of the also already mentioned exchange base don the CbC, other automatic rules based on the MLC may be established, either at the multilateral or even bilateral level. The bases for a greater integration among the tax administrations have been defined. It is worth recalling that the MLC is not limited to support the automatic exchange, but rather allows, if agreed between two States and there is no regulatory obstacle in the respective internal legislations, for establishing mutual assistance to obtain data prior to the entry into force of the MLC for the contracting States. Brazil has expressed its interest in extending this mutual assistance to prior events, and is prepared to sign the corresponding memorandums of understanding with the interested States.
