Procedures for Exchange. (a) In order to effect an exchange of Exchangeable Notes, the Noteholder shall notify the Exchange Administrator in writing, substantially in the form of Exhibit B hereto, by e-mail at xxx.xxxxxxxx@xxxxxx.xxx, and in accordance with the requirements set forth herein, no later than two Business Days before the proposed exchange date. The exchange date with respect to any exchange can be any Business Day other than the first or last Business Day of the month, the Payment Date, the Record Date related to the next Payment Date or the Business Day following such Record Date. The notice must be on the Noteholder's letterhead, carry a medallion stamp guarantee and set forth the following information: (i) the CUSIP number of each Exchangeable Note or Notes (as applicable) to be exchanged and of each Exchangeable Note or Notes (as applicable) to be received; (ii) the outstanding Class Principal Balance (or Notional Principal Amount) and the original Class Principal Balance (or Notional Principal Amount) of the Exchangeable Notes to be exchanged; (iii) the Noteholder’s DTC participant numbers to be debited and credited; and (iv) the proposed exchange date. After receiving the notice, the Exchange Administrator will e-mail the Noteholder with wire payment instructions relating to the exchange fee. The Noteholder will utilize the “Deposit and Withdrawal System” at DTC to exchange the Exchangeable Notes. A notice becomes irrevocable on the second Business Day before the proposed exchange date.
Procedures for Exchange. (a) In order to effect an exchange of Exchangeable Notes and MAC Notes (except with respect to the deemed exchange of the Class M-3A and Class M-3B Notes in their entirety for the Class M-3 Notes on the Closing Date), the Noteholder shall notify the Exchange Administrator in writing, substantially in the form of Exhibit B hereto, by e-mail at xxx.xxxxxxxx@xxxxxx.xxx, and in accordance with the requirements set forth herein, no later than two Business Days before the proposed exchange date. The exchange date with respect to any such exchange can be any Business Day other than the first or last Business Day of the month, a Payment Date, the Record Date related to the next Payment Date or the Business Day following such Record Date. The notice must be on the Noteholder's letterhead, carry a medallion stamp guarantee and set forth the following information: (i) the CUSIP number of each Exchangeable Note or Notes and MAC Note or Notes (as applicable) to be exchanged and of each Exchangeable Note or Notes and MAC Note or Notes (as applicable) to be received; (ii) the outstanding Class Principal Balance (or Notional Principal Amount) and the original Class Principal Balance (or Notional Principal Amount) of the Exchangeable Notes and MAC Notes to be exchanged; (iii) the Noteholder’s DTC participant numbers to be debited and credited; and
Procedures for Exchange. As promptly as reasonably practicable following the Effective Time and in any event not later than the second (2nd) Business Day thereafter, the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of a Book-Entry Evidence not held through The Depository Trust Company (and to deliver to The Depository Trust Company, in the case of holders of Book-Entry Evidence held through The Depository Trust Company) that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (A) a letter of transmittal, which shall be in the form and have such other provisions as Parent and the Company may reasonably specify, and (B) instructions for returning such letter of transmittal in exchange for the right to receive the Merger Consideration into which the number of shares of Company Common Stock previously represented by such Book-Entry Evidence shall have been converted pursuant to this Agreement (which instructions shall be in the form and have such other provisions as Parent and the Company may reasonably specify). Notwithstanding anything to the contrary contained in this Agreement, in the case of holders of Book-Entry Evidence held through The Depository Trust Company, no such holder shall be required to deliver an executed letter of transmittal to the Paying Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to Section 3.1(b).
Procedures for Exchange. (a) On the Closing Date, promptly after the Effective Time, the Exchange Agent shall, and Remainco and RMT Partner shall cooperate to cause the Exchange Agent to, deliver to each record holder of shares of Spinco Common Stock following the Distribution and immediately prior to the Effective Time, a book-entry authorization representing the number of whole shares of RMT Partner Common Stock that such holder has the right to receive pursuant to Section 3.1 (and cash in lieu of fractional shares of RMT Partner Common Stock as contemplated by Section 4.6, together with any dividends and other distributions pursuant to Section 4.4).
Procedures for Exchange. (a) The date of the Call Notice or Put Notice, as applicable, shall be the effective date for the exercise of the Call or Put, respectively, and the effective date of the Exchange under Section 4.3(d) below (or if not a business day, the effective date will be the first business day thereafter).
Procedures for Exchange. The number of Series B Preference Shares to be surrendered by each Preferred Shareholder in exchange for the Cash Payment Amount and the Exchange Shares in the Exchange is set forth on Schedule I of this Agreement, in column II, which represents all of the Series B Preference Shares beneficially owned by such Preferred Shareholder. Each Preferred Shareholder hereby acknowledges and agrees that as a result of the Exchange, the Series B Preference Shares held by such 2 1006165296v6
Procedures for Exchange. At the Effective Date, the exchange shall be effected as set forth in Florida Laws with common stock certificates of WEC being exchanged for USCC common stock certificates as and when submitted to the transfer agent.
Procedures for Exchange. The number of Series B Preference Shares to be surrendered by each Preferred Shareholder in exchange for the Cash Payment Amount and the Exchange Shares in the Exchange is set forth on Schedule I of this Agreement, in column II, which represents all of the Series B Preference Shares beneficially owned by such Preferred Shareholder. Each Preferred Shareholder hereby acknowledges and agrees that as a result of the Exchange, the Series B Preference Shares held by such Preferred Shareholder shall be cancelled and shall cease to be issued and outstanding. To the extent applicable, at the Closing, each Preferred Shareholder shall deliver to TPRe stock certificates evidencing the outstanding Series B Preference Shares held by such Preferred Shareholder for cancellation, or an affidavit of lost certificate in customary form. The Parties shall work in good faith to prepare a written calculation of the Exchange Amount and the number of Exchange Shares to be issued to each Preferred Shareholder in the Exchange or, if TPRe elects to pay the Cash Payment Amount, a written calculation of the Cash Payment Amount and the portion of the Cash Payment Amount to be paid to each Preferred Shareholder, no later than five (5) Business Days prior to the Closing. If TPRe elects to make any Cash Payment Amount, at the Closing, TPRe shall deliver the applicable portion of the Cash Payment Amount to each Preferred Shareholder by wire transfer of immediately available U.S. federal funds, to an account designated by such Preferred Shareholder in writing.
Procedures for Exchange. (a) In order to effect an exchange of Notes (except with respect to the Closing Date Deemed Exchange), the Noteholder shall notify the Exchange Administrator in writing, substantially in the form of Exhibit B hereto, by e-mail at xxxxxxxxxxxxxx@xxxx.xxx, and in accordance with the requirements set forth herein, no later than two Business Days before the proposed exchange date. The exchange date with respect to any such exchange can be any Business Day other than the first or last Business Day of the month, a Payment Date, the Record Date related to the next Payment Date or the Business Day following such Record Date. The notice must be on the Noteholder's letterhead, carry a medallion stamp guarantee and set forth the following information: (i) the CUSIP number of each Exchangeable Note or Notes or MAC Note or Notes (as applicable) to be exchanged and of each Exchangeable Note or Notes or MAC Note or Notes (as applicable) to be received; (ii) the outstanding Class Principal Balance (or Notional Principal Amount) and the original Class Principal Balance (or Notional Principal Amount) of the Notes to be exchanged; (iii) the Noteholder’s DTC participant numbers to be debited and credited; and (iv) the proposed exchange date. After receiving the notice, the Exchange Administrator will e-mail the Noteholder with wire payment instructions relating to the exchange fee. The Noteholder will utilize the “Deposit and Withdrawal System” at DTC to exchange the Notes. A notice becomes irrevocable on the second Business Day before the proposed exchange date.
Procedures for Exchange. In order to effectuate the exchange of Series B-1 Shares and Series B-2 Shares pursuant to this Section 2.04, the Investor will, promptly (and in any event within five Business Days) following the Second Closing Date and issuance of the Series B-2 Shares, (i) submit a written notice to the Company that the Investor elects to exchange the Series B-1 Shares and Series B-2 Shares and, if applicable, (ii) surrender, along with such written notice, to the Company the certificate or certificates, if any, representing the Series B-1 Shares and Series B-2 Shares being exchanged, duly assigned or endorsed for transfer to the Company (or accompanied by duly executed stock powers relating thereto) or, in the event such certificate or certificates are lost, stolen or missing, accompanied by an affidavit of loss executed by the holder. The exchange of such Series B-1 Shares and Series B-2 Shares hereunder shall be deemed effective as of the date of submission of such written notice and surrender of such Series B-1 Share and Series B-2 Share certificates, if any, or delivery of such affidavit of loss, if applicable. Upon the receipt by the Company of a written notice and the surrender of such certificate(s) and accompanying materials (if any), the Company shall as promptly as practicable (but in any event within two days thereafter) deliver to the Investor evidence of the issuance of the number of Series B Shares to which the Investor is entitled in connection with the exchange of the applicable Series B-1 Shares and Series B-2 Shares as calculated pursuant to Section 2.04(a), in book-entry form (or, at the Investor's election, physical share certificates representing such Series B Shares). All Series B Shares issued hereunder by the Company shall be duly and validly issued, fully paid and non- assessable, free and clear of all taxes, liens, charges and encumbrances with respect to the issuance thereof.
