Mechanics of NTN Optional Exchange Sample Clauses

Mechanics of NTN Optional Exchange. The Investor may exercise its NTN Optional Exchange (a) with respect to a Trigger Event under Section 5.1(a) or (b), at any time during the period beginning on the date of the Trigger Event and ending 45 days thereafter; (b) with respect to a Trigger Event under Section 5.1(c) or (d), at any time during the period beginning on the date the Investor receives the written notice of such Trigger Event required under Section 5.1 and ending on the earlier of (i) the business day before the Trigger Event occurs or (ii) fifteen (15) business days after the Investor's receipt of Company's or NTN's notice of the Trigger Event, provided that in the event of an involuntary Trigger Event under Section 5.1(d), the Investor shall have at least five (5) business days after receipt of notice to exercise its NTN Optional Exchange; and (c) with respect to a Trigger Event under Section 5.1(e), at any time during the period beginning on the date the Investor receives the transfer notice required under Section 4.2 and ending on the day before the date of the sale described in such transfer notice. If the Investor exercises its NTN Optional Exchange, it shall deliver (i) the certificates evidencing the Buzztime Exchange Shares being exchanged, (ii) written notice of exchange and proper assignment of such certificates to NTN and (iii) a certificate signed by an authorized officer of the Investor pursuant to Section 5.3, to the office of any transfer agent for the Common Stock or to any other office or agency maintained by the Company for that purpose. The NTN Optional Exchange shall be deemed to have been effected immediately prior to the close of business on the date on which the foregoing requirements shall have been satisfied, and the Person or Persons entitled to receive the NTN Exchange Shares deliverable upon exchange of the Buzztime Exchange Shares shall be treated for all purposes as the record holder or holders of such NTN Exchange Shares at such time on such date. NTN shall, as soon as practicable after the surrender for exchange of certificates evidencing the Buzztime Exchange Shares and compliance with the other conditions herein contained, deliver at the offices of such transfer agent to the Person for whom such Buzztime Exchange Shares are so surrendered, or to the nominee or nominees of such Person, certificates evidencing the number of full shares of NTN Exchange Shares to which such Person shall be entitled, together with a cash payment in respect of any fraction...
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Mechanics of NTN Optional Exchange. During the period(s) beginning the date of a Trigger Event and ending 60 days after Investor's receipt of Company's notice of such Trigger Event or potential Trigger Event (which notice of a potential Trigger Event shall not be delivered to Investor more than 30 days before the occurrence of such Trigger Event), the Company may exercise its NTN Optional Exchange by delivering (i) the certificates evidencing such shares of Preferred Stock, (ii) written notice of exchange and proper assignment of such certificates to the Company or in blank and (iii) a certificate signed by an executive officer of Investor pursuant to Section 4.3, to the office of any transfer agent for the Preferred Stock or to any other office or agency maintained by the Company for that purpose. Each NTN Optional Exchange shall be deemed to have been effected immediately prior to the close of business on the date on which the foregoing requirements shall have been satisfied, and the person or persons entitled to receive the NTN common stock deliverable upon conversion of the Preferred Stock shall be treated for all purposes as the record holder or holders of such NTN common stock at such time on such date. The Company shall, as soon as practicable after the surrender for exchange of certificates evidencing shares of Preferred Stock and compliance with the other conditions herein contained, deliver at the offices of such transfer agent to the person for whom such shares of Preferred Stock are so surrendered, or to the nominee or nominees of such person, certificates evidencing the number of full shares of NTN common stock to which such person shall be entitled, together with a cash payment in respect of any fraction of a share of NTN common stock.
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Related to Mechanics of NTN Optional Exchange

  • Optional Exchange (a) The terms and conditions, if any, of an Optional Exchange will be specified in the related Supplement; provided, however, that any right of Optional Exchange shall be exercisable only to the extent that the Depositor provides upon the Trustee's request an Opinion of Counsel that (i) such exchange would not be inconsistent with continued satisfaction of the applicable requirements for exemption under Rule 3a-7 (or other applicable rule or exemption) under the Investment Company Act of 1940, as amended, and all applicable rules, regulations and interpretations thereunder and (ii) such exchange would not affect the characterization of the Trust as a "grantor trust" under the Code. The terms of an Optional Exchange may include, but are not limited to, the following:

  • Mandatory Exchange The Managing Member may, with the consent of those Members (other than the Managing Member) holding not less than 75% of the Holdings Units (as such term is defined in the Exchange Agreement) (excluding any Holdings Units held by the Managing Member) require all Members holding Holdings Units to exchange all such units held by them pursuant to the Exchange Agreement.

  • Termination of Conversion Rights In the event of a liquidation, dissolution or winding up of the Corporation or a Deemed Liquidation Event, the Conversion Rights shall terminate at the close of business on the last full day preceding the date fixed for the payment of any such amounts distributable on such event to the holders of Preferred Stock.

  • Installation and Conversion State Street and the Fund shall be responsible for the technical installation and conversion (“Installation and Conversion”) of the Designated Configuration. The Fund shall have the following responsibilities in connection with Installation and Conversion of the System:

  • Conversion Procedure; Settlement Upon Conversion (a) Subject to this Section 14.02, Section 14.03(b) and Section 14.07(a), upon conversion of any Note, the Company shall pay or deliver, as the case may be, to the converting Holder, in respect of each $1,000 principal amount of Notes being converted, cash (“Cash Settlement”), shares of Common Stock, together with cash, if applicable, in lieu of delivering any fractional share of Common Stock in accordance with subsection (j) of this Section 14.02 (“Physical Settlement”) or a combination of cash and shares of Common Stock, together with cash, if applicable, in lieu of delivering any fractional share of Common Stock in accordance with subsection (j) of this Section 14.02 (“Combination Settlement”), at its election, as set forth in this Section 14.02.

  • Mandatory Exchanges The General Partner may in its sole discretion at any time and from time to time, without the consent of any Limited Partner, require any Limited Partner other than an Employed Limited Partner to Transfer in an Exchange Transaction all Units held by such Limited Partner. Any such determinations by the General Partner need not be uniform and may be made selectively among Limited Partners, whether or not such Limited Partners are similarly situated. In addition, the General Partner may, with the consent of Partners whose Vested Percentage Interests exceed 75% of the Vested Percentage Interests of all Partners in the aggregate, require all Limited Partners to Transfer in an Exchange Transaction all Units held by them.

  • Conversion into Common Stock Shares of Common Stock will be issued or become free of restrictions as soon as practicable following vesting of the RSUs, provided that you have satisfied your tax withholding obligations as specified under Section 10 of this Agreement and you have completed, signed and returned any documents and taken any additional action that the Corporation deems appropriate to enable it to accomplish the delivery of the shares of Common Stock. The shares of Common Stock will be issued in your name (or may be issued to your executor or personal representative, in the event of your death or Disablement), and may be effected by recording shares on the stock records of the Corporation or by crediting shares in an account established on your behalf with a brokerage firm or other custodian, in each case as determined by the Corporation. In no event will the Corporation be obligated to issue a fractional share. Notwithstanding the foregoing, (i) the Corporation shall not be obligated to deliver any shares of the Common Stock during any period when the Corporation determines that the conversion of a RSU or the delivery of shares hereunder would violate any laws of the United States or your country of residence or employment and/or may issue shares subject to any restrictive legends that, as determined by the Corporation's counsel, is necessary to comply with securities or other regulatory requirements, and (ii) the date on which shares are issued may include a delay in order to provide the Corporation such time as it determines appropriate to address tax withholding and other administrative matters.

  • Automatic Conversion Upon the automatic conversion of all outstanding shares of the series of equity securities comprising the Exercise Shares, this Warrant shall become exercisable for that number of shares of Common Stock of the Company into which the Exercise Shares would then be convertible, so long as such shares, if this Warrant had been exercised prior to such offering, would have been converted into shares of the Company’s Common Stock pursuant to the Company’s Certificate of Incorporation. In such case, all references to “Exercise Shares” shall mean shares of the Company’s Common Stock issuable upon exercise of this Warrant, as appropriate.

  • Optional Conversion To convert any Conversion Amount into shares of Common Stock on any date (a "Conversion Date"), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the "Conversion Notice") to the Company. On or before the third Business Day following the date of receipt of a Conversion Notice (the "Share Delivery Date"), the Company shall (A) if legends are not required to be placed on certificates of Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer Agent is participating in the Depository Trust Company's ("DTC") Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant the Rule 144. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

  • Conversion Mechanics (a) The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal and interest and fees to be converted, if any, by the then applicable Fixed Conversion Price. In the event of any conversions of outstanding principal amount under this Note in part pursuant to this Article III, such conversions shall be deemed to constitute conversions of outstanding principal amount applying to Monthly Amounts for the remaining Repayment Dates in chronological order.

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