Shift Exchange Department of Corrections – Work Release Facilities (WR) and Military Department – Youth Academy Overtime-eligible employees employed at WR or the Youth Academy who have the same job classification will be allowed to exchange full shifts for positions in which they are qualified in accordance with the following:
Optional Exchange (a) The terms and conditions, if any, upon which Certificates of any Series (or Class within such Series) may be exchanged for a pro rata portion of the Underlying Securities of the related Trust will be specified in the related Series Supplement; provided, however, that any right of 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 the Depositor's and the Trustee's 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" for federal income tax purposes. Such terms may relate to, but are not limited to, the following:
Reclassification, Exchange or Substitution Upon any reclassification, exchange, substitution, or other event that results in a change of the number and/or class of the securities issuable upon exercise or conversion of this Warrant, Holder shall be entitled to receive, upon exercise or conversion of this Warrant, the number and kind of securities and property that Holder would have received for the Shares if this Warrant had been exercised immediately before such reclassification, exchange, substitution, or other event. Such an event shall include any automatic conversion of the outstanding or issuable securities of the Company of the same class or series as the Shares to common stock pursuant to the terms of the Company's Articles of Incorporation upon the closing of a registered public offering of the Company's common stock. The Company or its successor shall promptly issue to Holder a new Warrant for such new securities or other property. The new Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 2 including, without limitation, adjustments to the Warrant Price and to the number of securities or property issuable upon exercise of the new Warrant. The provisions of this Section 2.2 shall similarly apply to successive reclassifications, exchanges, substitutions, or other events.
Adjustment for Reclassification, Exchange, or Substitution If the Common Stock issuable upon the conversion of the Series B Preferred Stock shall be changed into the same or a different number of shares of any class or classes of stock, whether by capital reorganization, reclassification, or otherwise (other than a subdivision or combination of shares or stock dividend provided for above, or a reorganization, merger, consolidation, or sale of assets provided for in Section 3(c) above), then and in each such event the holder of each share of Series B Preferred Stock shall have the right thereafter to convert such share into the kind and amount of shares of stock and other securities and property receivable upon such reorganization, reclassification, or other change, by holders of the number of shares of Common Stock into which such shares of Series B Preferred Stock might have been converted immediately prior to such reorganization, reclassification, or change, all subject to further adjustment as provided herein.
Registration of Transfer or Exchange of Shares Except as provided in this Section 4.2, the shares of each series of AMPS shall be registered solely in the name of the Securities Depository or its nominee. If the Securities Depository shall give notice of its intention to resign as such, and if the Company shall not have selected a substitute Securities Depository acceptable to the Paying Agent prior to such resignation, then upon such resignation, the shares of each series of AMPS, at the Company's request, may be registered for transfer or exchange, and new certificates thereupon shall be issued in the name of the designated transferee or transferees, upon surrender of the old certificate in form deemed by the Paying Agent properly endorsed for transfer with (a) all necessary endorsers' signatures guaranteed in such manner and form as the Paying Agent may require by a guarantor reasonably believed by the Paying Agent to be responsible, (b) such assurances as the Paying Agent shall deem necessary or appropriate to evidence the genuineness and effectiveness of each necessary endorsement and (c) satisfactory evidence of compliance with all applicable laws relating to the collection of taxes in connection with any registration of transfer or exchange or funds necessary for the payment of such taxes. If the certificate or certificates for shares of AMPS are not held by the Securities Depository or its nominee, payments upon transfer of shares in an Auction shall be made in Federal Funds or similar same-day funds to the Auction Agent against delivery of certificates therefor.
Registration of Transfer or Exchange As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable on the Security Register of the Company, upon surrender of this Security for registration of transfer at the office or agency of the Company, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. At the date of the original issuance of this Security such office or agency of the Company is maintained by U.S. Bank National Association, 1349 West Peachtree Street, Suite 1050, Atlanta, Georgia 30309. As provided in the Indenture and subject to certain limitations therein set forth, the Securities are exchangeable for a like aggregate principal amount of Securities of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to pay all documentary, stamp or similar issue or transfer taxes or other governmental charges payable in connection with any registration of transfer or exchange. Prior to the time of due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any agent shall be affected by notice to the contrary.
Adjustment for Reclassification, Exchange and Substitution If the Common Stock issuable upon the exercise of this Warrant are changed into the same or different number of shares of any class or classes of stock, whether by recapitalization, reclassification or otherwise (other than a subdivision or combination provided for in Section 4(a) above, a dividend or distribution provided for in Section 4(b) above, or a reorganization, merger, consolidation or sale of assets, provided for in Section 4(e) below), then and in any such event the Holder shall have the right thereafter to exercise this Warrant into the kind and amount of stock and other securities receivable upon such recapitalization, reclassification or other change, by holders of the number of shares of Common Stock for which this Warrant might have been exercised immediately prior to such recapitalization, reclassification or change.
Conversion of Shares Exchange of Certificates Section 2.1 Effect of the Mergers on Capital Stock 4 Section 2.2 Exchange of Certificates 7 Section 2.3 Treatment of Company Equity Awards 10 ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE COMPANY Section 3.1 Qualification, Organization, Subsidiaries 13 Section 3.2 Capitalization 13 Section 3.3 Corporate Authority Relative to This Agreement; Consents and Approvals; No Violation 14 Section 3.4 Reports and Financial Statements 16 Section 3.5 Internal Controls and Procedures 17 Section 3.6 No Undisclosed Liabilities 18 Section 3.7 Compliance with Law; Permits 18 Section 3.8 Anti-Corruption; Anti-Bribery; Anti-Money Laundering 19 Section 3.9 Sanctions 20 Section 3.10 Environmental Laws and Regulations 20 Section 3.11 Employee Benefit Plans; Labor Matters 21 Section 3.12 Absence of Certain Changes or Events 23 Section 3.13 Investigations; Litigation 23 Section 3.14 Company Information 23 Section 3.15 Tax Matters 24 Section 3.16 Intellectual Property; IT Assets; Privacy 25 Section 3.17 Title to Assets 27 Section 3.18 Title to Properties 27 Section 3.19 Opinion of Financial Advisor 28 Section 3.20 Required Vote of the Company Stockholders 28 Section 3.21 Material Contracts 28 Section 3.22 Suppliers and Customers 30 Section 3.23 Canadian Assets and Revenues 31 Section 3.24 Insurance Policies 31 Section 3.25 Affiliate Party Transactions 31 Section 3.26 Finders or Brokers 31 Section 3.27 Takeover Laws 31 Section 3.28 No Other Representations or Warranties; No Reliance 32 ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUBS Section 4.1 Qualification, Organization, Subsidiaries 32 Section 4.2 Capitalization 33 Section 4.3 Corporate Authority Relative to This Agreement; Consents and Approvals; No Violation 34 Section 4.4 Reports and Financial Statements 36 Section 4.5 Internal Controls and Procedures 37 Section 4.6 No Undisclosed Liabilities 38 Section 4.7 Compliance with Law; Permits 38 Section 4.8 Anti-Corruption; Anti-Bribery; Anti-Money Laundering 39 Section 4.9 Sanctions 39 Section 4.10 Environmental Laws and Regulations 40 Section 4.11 Employee Benefit Plans; Labor Matters 40 Section 4.12 Absence of Certain Changes or Events 42 Section 4.13 Investigations; Litigation 42 Section 4.14 Parent Information 43 Section 4.15 Tax Matters 43 Section 4.16 Opinion of Financial Advisor 44 Section 4.17 Financing 44 Section 4.18 Capitalization of Merger Subs 46 Section 4.19 Required Vote of Parent Shareholders 46 Section 4.20 Finders or Brokers 46 Section 4.21 Certain Arrangements 46 Section 4.22 Ownership of Common Stock 46 Section 4.23 Solvency 47 Section 4.24 No Other Representations or Warranties; No Reliance 47 ARTICLE 5
Steps for Exercise of Equity Interest Purchase Option Subject to the provisions of the laws and regulations of China, Party A may exercise the Equity Interest Purchase Option by issuing a written notice to Party B (the “Equity Interest Purchase Option Notice”), specifying: (a) Party A’s decision to exercise the Equity Interest Purchase Option; (b) the portion of equity interests to be purchased from Party B (the “Optioned Interests”); and (c) the date for purchasing the Optioned Interests and/or the date for transfer of the Optioned Interests.
Public Offering of the Securities The Representative hereby advises the Company that the Underwriters intend to offer for sale to the public, initially on the terms set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus, their respective portions of the Securities as soon after this Agreement has been executed as the Representative, in its sole judgment, has determined is advisable and practicable.