EXCHANGE AND CANCELLATION OF NOTES Sample Clauses

EXCHANGE AND CANCELLATION OF NOTES. TO BE CONVERTED OR TO BE REPURCHASED PURSUANT TO A REPURCHASE UPON FUNDAMENTAL CHANGE OR REDEMPTION.
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EXCHANGE AND CANCELLATION OF NOTES to Be Converted or to Be Repurchased Pursuant to a Repurchase Upon Fundamental Change or Redemption.
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EXCHANGE AND CANCELLATION OF NOTES. TO BE CONVERTED OR TO BE REPURCHASED PURSUANT TO A REPURCHASE UPON FUNDAMENTAL CHANGE OR REDEMPTION. (A) Partial Conversions of Physical Notes and Partial Repurchases of Physical Notes
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EXCHANGE AND CANCELLATION OF NOTES to Be Converted or to Be Repurchased Pursuant to a Repurchase Upon Fundamental Change or Redemption........................................................................................ 16 Section 2.12. Replacement Notes............................................................................................................................ 16 Section 2.13. Registered Holders; Certain Rights with Respect to Global Notes................................................... 17 Section 2.14. Cancellation....................................................................................................................................... 17 Section 2.15. Notes Held by the Company or its Affiliates.................................................................................... 17 Section 2.16. Temporary Notes............................................................................................................................... 17 Section 2.17. Outstanding Notes............................................................................................................................. 17 Section 2.18. Repurchases by the Company........................................................................................................... 18 Section 2.19. CUSIP and ISIN Numbers................................................................................................................ 18 Article 3. COVENANTS............................................................................................................................................. 18 Section 3.01. Payment on Notes............................................................................................................................. 18 Section 3.02. Exchange Act Reports...................................................................................................................... 18
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EXCHANGE AND CANCELLATION OF NOTES to Be Converted or to Be Repurchased Pursuant to a Repurchase Upon Fundamental Change or Redemption. 24 Section 2.12. Replacement Notes. 25 Section 2.13. Registered Holders; Certain Rights with Respect to Global Notes. 25
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EXCHANGE AND CANCELLATION OF NOTES to Be Converted or to Be Repurchased Pursuant to a Repurchase Upon Fundamental Change or Redemption. .....................................................................................................24 Section 2.12. Removal of Transfer Restrictions. ...................................................................25 Section 2.13. Replacement Notes. .........................................................................................26 Section 2.14. Registered Holders; Certain Rights with Respect to Global Notes. ................26 Section 2.15. Cancellation. ....................................................................................................26 Section 2.16. Notes Held by the Company or its Affiliates. ..................................................26 Section 2.17.
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EXCHANGE AND CANCELLATION OF NOTES to Be Converted or to Be Repurchased Pursuant to a Repurchase Upon Fundamental Change or Redemption. 40 Section 2.12. Removal of Transfer Restrictions. 41 Section 2.13. Replacement Notes. 41 Section 2.14. Registered Holders; Certain Rights with Respect to Global Notes. 41 Section 2.15. Cancellation. 42 Section 2.16. Notes Held by the Company or its Subsidiaries. 42 Section 2.17. Temporary Notes. 42 Section 2.18. Outstanding Notes. 42 Section 2.19. Repurchases by the Company. 43 Section 2.20. CUSIP and ISIN Numbers. 43 Section 2.21. Beneficial Ownership Limitation. 44 Article 3. Covenants 45 Section 3.01. Payment on Notes. 45 Section 3.02. Exchange Act Reports. 45 Section 3.03. Rule 144A Information. 46 Section 3.04. Additional Interest. 46
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Related to EXCHANGE AND CANCELLATION OF NOTES

  • Cancellation of Notes Any Person that receives a Note surrendered for payment, registration of transfer, exchange or redemption will deliver the Note to the Indenture Trustee and the Indenture Trustee will promptly cancel it. The Issuer may surrender to the Indenture Trustee for cancellation Notes previously authenticated and delivered under this Indenture which the Issuer may have acquired, and the Indenture Trustee will promptly cancel them. No Notes will be authenticated in place of or in exchange for Notes cancelled as stated in this Section 2.10. The Indenture Trustee may hold or dispose of cancelled Notes according to its standard retention or disposal policy unless the Issuer directs, by Issuer Order, that they be destroyed or returned to it.

  • Cancellation of Notes Paid, Converted, Etc The Company shall cause all Notes surrendered for the purpose of payment at maturity, repurchase upon a Fundamental Change, redemption, registration of transfer or exchange or conversion (other than any Notes exchanged pursuant to Section 14.12), if surrendered to the Company or any of its agents or Subsidiaries, to be surrendered to the Trustee for cancellation. All Notes delivered to the Trustee shall be canceled promptly by it in accordance with its customary procedures. Except for any Notes surrendered for registration of transfer or exchange, or as otherwise expressly permitted by any of the provisions of this Indenture, no Notes shall be authenticated in exchange for any Notes surrendered to the Trustee for cancellation. The Trustee shall dispose of canceled Notes in accordance with its customary procedures and, after such disposition, shall deliver evidence of such disposition to the Company, at the Company’s written request in a Company Order.

  • Cancellation of Converted Notes All Notes delivered for conversion shall be delivered to the Trustee to be canceled by or at the direction of the Trustee, which shall dispose of the same as provided in Section 2.10.

  • Cancellation of Notes Paid, Etc All Notes surrendered for the purpose of payment, repurchase, conversion, exchange or registration of transfer, shall, if surrendered to the Company or any Paying Agent or any Note Registrar or any Conversion Agent, be surrendered to the Trustee and promptly canceled by it, or, if surrendered to the Trustee, shall be promptly canceled by it, and no Notes shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Indenture. The Trustee shall dispose of canceled Notes in accordance with its customary procedures and, after such disposition, shall deliver a certificate of such disposition to the Company, at the Company’s written request. If the Company shall acquire any of the Notes, such acquisition shall not operate as satisfaction of the indebtedness represented by such Notes unless and until the same are delivered to the Trustee for cancellation.

  • Section 309 Cancellation All Securities surrendered for payment, redemption, registration of transfer or exchange or for credit against any sinking fund payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly cancelled by it. The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities previously authenticated hereunder which the Company has not issued and sold, and all Securities so delivered shall be promptly cancelled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section, except as expressly permitted by this Indenture. All cancelled Securities held by the Trustee shall be disposed of as directed by a Company Order.

  • Cancellation of Options In exchange for the consideration described in Section 1.2 below, the Participant hereby agrees that the Award Agreement and the Participant’s interests in the Underwater Options shall be cancelled, terminated, and of no further force or effect, effective as of the Effective Date, and that neither the Company nor the Participant shall have any further rights or obligations with respect to the Award Agreement, the Underwater Options, or with respect to which any shares of Common Stock that could have been acquired upon vesting and exercise of the Underwater Options.

  • Exchange of Notes A Noteholder may exchange Notes for other Notes of the same Class by surrendering the Notes to be exchanged at the office or agency of the Issuer maintained under Section 3.2. If the requirements of Section 8-401(a) of the UCC are met, the Issuer will execute, the Indenture Trustee will authenticate and the Noteholder will receive from the Indenture Trustee new Notes of the same Class, in the same principal amount.

  • Delivery and Cancellation of Certificates All Rights Certificates surrendered upon exercise or for registration of transfer or exchange shall, if surrendered to any person other than the Rights Agent, be delivered to the Rights Agent and, in any case, shall be promptly cancelled by the Rights Agent. The Company may at any time deliver to the Rights Agent for cancellation any Rights Certificates previously countersigned and delivered hereunder which the Company may have acquired in any manner whatsoever, and all Rights Certificates so delivered shall be promptly cancelled by the Rights Agent. No Rights Certificates shall be countersigned in lieu of or in exchange for any Rights Certificates cancelled as provided in this Section 2.10, except as expressly permitted by this Agreement. The Rights Agent shall destroy all cancelled Rights Certificates and deliver a certificate of destruction to the Company.

  • Mandatory Reduction of Payments in Certain Events Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Code, then, prior to the making of any Payment to Executive, a calculation shall be made comparing (i) the net benefit to Executive of the Payment after payment of the Excise Tax to (ii) the net benefit to Executive if the Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that event, cash payments shall be modified or reduced first and then any other benefits. The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation of the amounts referred to in clauses (i) and (ii) of the foregoing sentence shall be made by an independent accounting firm selected by Company and reasonably acceptable to the Executive, at the Company’s expense (the “Accounting Firm”), and the Accounting Firm shall provide detailed supporting calculations. Any determination by the Accounting Firm shall be binding upon the Company and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Payments which Executive was entitled to, but did not receive pursuant to this Section 21, could have been made without the imposition of the Excise Tax (“Underpayment”). In such event, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive.

  • Withdrawal of Shares and Cancellation of Certificates Upon receipt of Written Instructions, PFPC shall cancel outstanding certificates surrendered by the Fund to reduce the total amount of outstanding shares by the number of shares surrendered by the Fund.

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