Exchange Request Sample Clauses
Exchange Request. Upon receiving the Exchange Notice or as permitted by the Managing Member pursuant to Section 2.1(c), a Class B Member may submit a request to effect an Exchange by delivering to the Company, not less than fourteen (14) calendar days prior to an Exchange Date (or such lesser number of days as the Managing Member may permit in its sole discretion), a written notice (the “Exchange Request”). An Exchange Request shall set forth the number of Class B Units such Class B Member elects to exchange for Class A Shares at the Closing on such Exchange Date. The Class B Member shall represent to each of the Company and the Managing Member that such Class B Member owns the Class B Units to be delivered at such Closing pursuant to Section 2.6, free and clear of all Liens, except as set forth therein, and, if there are any Liens identified in the Exchange Request, such Class B Member shall covenant that such Class B Member will deliver at the applicable Closing evidence reasonably satisfactory to the Company and the Managing Member, that all such Liens have been released. An Exchange Request is not revocable or modifiable, except with the written consent of the Managing Member and the Class B Member that submitted the request.
Exchange Request. A Member’s formal request to obtain access to Inventory or, to the extent made available, Points Partner Inventory, in accordance with the Network Documents.
Exchange Request. A Class B Partner may submit a request to effect an Exchange by delivering to the Company, not less than fourteen (14) calendar days prior to an Exchange Date (or such lesser number of days as the Company may permit in its sole discretion), a written notice (the “Exchange Request”). An Exchange Request shall set forth the number of Class B Units such Class B Partner’s Partner Group elects to Exchange for Class A Shares and the proposed Exchange Date. The Class B Partner shall represent to the Company that such Class B Partner’s Partner Group owns the Class B Units to be delivered at such Closing pursuant to Section 2.7, free and clear of all Liens, except as set forth therein, and, if there are any Liens identified in the Exchange Request, such Class B Partner shall covenant that such Class B Partner’s Partner Group will deliver at the applicable Closing evidence reasonably satisfactory to the Company that all such Liens have been released. An Exchange Request is not revocable or modifiable, except with the written consent of the Company.
Exchange Request. 1.1 Pursuant to Section 2.1(b)(ii) of the Exchange Agreement, all of the LLC Units held by PICO shall be exchanged for shares of Class A Common Stock at the then applicable Exchange Rate (the “Exchange”), which Exchange shall occur immediately prior to, but remain subject to the consummation immediately after of, the Merger, and the Exchange shall be reversed immediately if the Merger shall fail to be consummated after the Exchange.
1.2 PICO hereby represents that it owns the LLC Units free and clear of all Liens, other than transfer restrictions imposed by or under applicable securities laws, the Exchange Agreement and the LLC Agreement.
Exchange Request. In order to effect an Exchange, a Lender shall provide the Facility Agent written or telecopy notice (an "Exchange Request") in the form attached hereto as Schedule 9 at least seven Business Days prior to an Exchange Date (which shall also be a Business Day) selected by such Lender for an Exchange in compliance with Clause 8.3 above. Each Exchange Request shall specify the following:
(a) the Lender's legal name;
(b) the Exchange Date selected by such Lender; and
(c) the principal amount of the Loans to be exchanged pursuant to the applicable notice (which amount shall be (x) at least (pound)5,000,000 and integral multiples of (pound)1,000,000 in excess thereof or (y) if less, the entire remaining aggregate principal amount of such Lender's Loans). In addition, such Lender shall provide such other information reasonably requested by the Facility Agent. Upon receipt of an Exchange Request, the Facility Agent shall send, on the date that is five Business Days prior to the Exchange Date specified in such Exchange Request, written or telecopy notice of such proposed Exchange to the trustee under the Exchange Note Indenture, with a copy to the Company, that shall specify the information contained in such Exchange Request.
Exchange Request. During the sixty-day period commencing the date that is the eighteen (18) month anniversary of the Closing Date, but only in the event that at such time neither (x) a Liquidity Event has been consummated nor (y) has a definitive agreement (which may include an underwriting agreement) in respect of a Liquidity Event been entered into and publicly announced by the Company or Parent (provided, that with respect to the foregoing clause (y) in the event that either (i) such Liquidity event has not been consummated prior to the thirty (30) month anniversary of the Closing Date, (ii) such definitive agreement is modified, amended or waived in a manner such that the transactions contemplated thereby no longer constitute a Liquidity Event or (iii) such definitive agreement is terminated or expires prior to the consummated of such Liquidity Event, then upon the earliest to occur of the events described in the foregoing clauses (i) through (iii), the Company shall notify each Holder of the occurrence thereof and such sixty-day period shall begin following delivery of such notice), Holders holding a majority of the Parent Shares may request, on a one-time basis only, that all Parent Shares be exchanged for a number of shares of Company Common Stock equal to quotient obtained by dividing (a) $55,000,000 by (b) the Exchange Share Price (the “Exchange Shares”) by delivery of an Exchange Request to the Company.
Exchange Request. A Member’s formal request to obtain access to Inventory in accordance with the Network Documents.