Exercise of Exchange Rights Sample Clauses

Exercise of Exchange Rights. Exchange Rights in respect of Bonds shall be exercised by the Bondholders in the manner set out below and in the Conditions.
Sample 1
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Exercise of Exchange Rights. EPT does hereby grant to the Class B Limited Partner and the Class B Limited Partner does hereby accept the right, but not the obligation (hereinafter such right sometimes referred to as the "Rights"), to convert all, and not less than all, of the Class B Limited Partnership Interest into Shares or cash, as selected by EPT, at any time or from time to time, on the terms and subject to the conditions and restrictions contained in this Section 9.5. The Rights granted hereunder may be exercised by the Class B Limited Partner, on the terms and subject to the conditions and restrictions contained in this Article IX, upon delivery to EPT of a notice of the Class B Limited Partner's (the "Converting Partner") intention to exercise (an "Exercise Notice") the Rights to convert the Class B Limited Partner's Interest (the "Offered Interest"). Once delivered, the Exercise Notice shall be irrevocable, except that the Class B Partner shall have the right to withdraw the Exercise Notice within 10 days after EPT's notice that the Purchase Price will be paid in cash, subject to payment. A Limited Interest in accordance with the terms hereof, provided, that EPT may nullify any Exercise Notice during a period not exceeding 180 days (the "Blackout Period") if EPT shall deliver to the Converting Partner written notice (the "Nullification Notice") that EPT has determined in good faith that any such conversion and the sale of the Shares issued upon conversion would adversely affect an offering or contemplated offering of any securities of EPT or any other contemplated material corporate event or that there exists material nonpublic information regarding EPT, provided, that EPT shall not commence a Blackout Period more than one (1) time in any twelvemonth period. Promptly after EPT determines in good faith that any conversion pursuant to this Section 9.5 and the sale of the Shares issued upon conversion would not adversely affect an offering or contemplated offering of any securities of EPT or any other contemplated material corporate event or that the material nonpublic information regarding EPT that caused the Blackout Period no longer exists or is no longer nonpublic information, EPT shall deliver to the Converting Partner whose Election Notice was nullified pursuant to the preceding sentence written notice that the Blackout Period has ceased (the "Nullification Rescission Notice"). For purposes of determining the duration of each Blackout Period, each Blackout Period shall be...
Sample 1
Exercise of Exchange Rights. A Noteholder may exercise the Exchange Right with respect to all or any portion of the outstanding principal amount of, and all accrued but unpaid interest under, its Seller Note, in whole or in part, at any time or from time to time after the date hereof and prior to 6:00 p.m. New York time on the Maturity Date (for each Seller Note, as defined in such Seller Note) or, if such day is not a business day, on the next preceding business day (the "Exercise Period") by (a) submitting to Holdings a notice of exchange in the form of Exhibit A to this Agreement (each, a “Notice of Exchange”) (by facsimile, e-mail or other reasonable means of communication dispatched on or prior to 6 p.m. New York time on any business day during the Exercise Period); and (b) a copy of the Seller Note subject to such Notice of Exchange. As soon as practical thereafter, the Noteholder shall surrender such Seller Note to the Company for cancellation and reissuance of a replacement note that reflects the portion of the principal amount of such Seller Note that has not been so exchanged, if any. Each notice of exchange shall indicate the Noteholder’s name and address, the Noteholder’s tax identification number or social security number, and the principal amount of, and accrued but unpaid interest under, its Seller Note (the “Exchange Amount”) to be exchanged, which amount in the aggregate, along with all prior similar notices by such Noteholder or any other prior holder of such Seller Note shall not, in the aggregate, exceed the Exchangeable Amount with respect to such Seller Note. The notice of exchange shall be in the form of Exhibit A to this Agreement and also contain the representations and warranties included in such exhibit, which must be made as a condition to the exchange.
Sample 1
Exercise of Exchange Rights. If a Qualified IPO is not consummated prior to the fifth anniversary of the Closing (an “Exchange Event”), each Investor or the Management may, at any time within one year after the occurrence of the Exchange Event, give written notice (the “Exchange Notice”) to Xiaoju, Didi and the Company exercising its rights (such rights, the “Exchange Rights”) to require the exchange of all or any part of the Series A-1 Preferred Shares or Series A-2 Preferred Shares held by it (as applicable) into shares in the capital of Xiaoju (the “Exchange Shares”) and stating the number of such Preferred Shares to be exchanged, provided that such Investor shall have not breached its non-competing undertakings set forth in Section 13.1 or any of its other obligations hereunder (in such case, a “Qualified Exchanging Holder”). The class of shares that will be issued by Xiaoju as Exchange Shares shall be determined in its discretion and shall be notified to the Qualified Exchanging Holder, provided that the rights, preferences and privileges of any such class of shares shall be at least equivalent to those issued in the financing round immediately preceding the exercise by such Qualified Exchanging Holder of its Exchange Rights.
Sample 1
Exercise of Exchange Rights 
Sample 1

Related to Exercise of Exchange Rights

  • Exercise of Warrants (a) During the period specified in Section 2.2, the Warrants may be exercised to purchase a whole number of Warrant Securities in registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing.

  • Exercise of Warrant Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed facsimile copy or PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

  • Method of Exercise of Warrants The right to purchase shares conferred by the Warrants may be exercised by the Holder surrendering the Warrant Certificate representing same, with a duly completed and executed subscription in the form attached hereto and a bank draft or certified cheque payable to the Company for the purchase price applicable at the time of surrender in respect of the shares subscribed for in lawful money of the United States of America, to the Company at the address set forth in, or from time to time specified by the Company pursuant to, Section 3.2.

  • Exercise of Rights No failure or delay on the part of any party to exercise any right, power or privilege under this Agreement and no course of dealing between the Seller and the Purchaser shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege under this Agreement preclude any other or further exercise thereof or the exercise of any other right, power or privilege. Except as set forth in Section 6(h) of this Agreement, the rights and remedies herein expressly provided are cumulative and not exclusive of any rights or remedies which any party would otherwise have pursuant to law or equity. No notice to or demand on any party in any case shall entitle such party to any other or further notice or demand in similar or other circumstances, or constitute a waiver of the right of either party to any other or further action in any circumstances without notice or demand.

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