Sale or Exchange Sample Clauses

Sale or Exchange. A sale, exchange, liquidation or similar transaction, event or condition with respect to any assets (except realizations of purchase discounts on commercial paper, certificates of deposit or other money-market instruments) of the Company of the type that would cause any realized gain or loss to be recognized for income tax purposes under the Code (as determined without giving effect to the related party rules of Code Sections 267(a)(1) and 707(b)).
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Sale or Exchange. This term shall have the meaning ascribed ---------------- to it in Paragraph 6.2(g).
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Sale or Exchange. SELLER will elect to effect all or part of the required conveyances under this AGREEMENT through either a sale of the PROPERTY to PURCHASER for cash or through an exchange of all or part of the PROPERTY with a Qualified Intermediary pursuant to the like-kind exchange provisions of section 1031 of the Internal Revenue Code of 1986, as amended, and
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Sale or Exchange. In the event Lessee, or any person or entity related to, or controlled by, or affiliated with Lessee, acting directly or indirectly, acquires title to the Property during Lessee's occupancy or within twelve (12) months after the termination of Lessee's occupancy, Broker shall be considered the procuring cause in negotiating said transfer of title or ownership by reason of this Agreement. As compensation for such services, Lessor agrees to pay Broker as commission 5% of the total consideration involved in such transfer upon close of escrow, or if there be no escrow, then upon execution of any sale contract or recordation of any deed, whichever occurs first.
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Sale or Exchange. SELLER will elect to effect all or part of the required conveyances under this AGREEMENT through either a sale of the PROPERTY to PURCHASER for cash or through an exchange, at no additional cost or expense to PURCHASER, of all or part of the PROPERTY with a Qualified Intermediary pursuant to the like-kind exchange provisions of section 1031 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder. The term "Qualified Intermediary" shall have the same meaning as prescribed in Treasury Regulations Section 1.1031(k)-1(g)(4). On or before Closing, SELLER shall provide PURCHASER written notice of such election, the choice being within the sole discretion of SELLER.
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Sale or Exchange. This term shall have the meaning to buy or sell something of value.
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Sale or Exchange. A sale, exchange, liquidation or similar transaction, event, or condition with respect to any assets (except realizations of purchase discounts on commercial paper, certificates of deposit, or other money market instruments) of the Partnership of the type that would cause any realized gain or loss to be recognized for income tax purposes under the Code (as determined without giving effect to (i) the provisions of Code Section 1045 or (ii) the related-party rules of Code Sections 267(a)(1), 707(b) and any other provision that defers or eliminates recognition of gain or loss based solely upon the relationship between the transferor and transferee).
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Sale or Exchange. Six percent of the gross sales price. If a lease agreement or contract for sale, 91 exchange or transfer, in any matter whatsoever, of the premises is made within 45 days after termination 92 of this authorization, with persons with whom Broker shall have negotiated during the hereof and whose 93 names Broker shall have submitted in writing to Owner within ten days after termination of this 94 authorization, the same fee shall prevail. If Owner should list property with any other company other 95 than XXXXXX Real Estate Solutions LLC this Management Agreement will terminate immediately. 96 Owner agrees to pay to Broker a leasing fee, a sum equal to nine percent of balance of rent due to Owner 97 under said lease. Said payment shall be due and payable to Broker by Owner upon termination of the 98 Management Agreement. 99 100 ALTERATION, REMODELING, REDECORATION: Charged on a case by case basis at the 101 current rate of consultation charged by Broker. 102 103 HOLD HARMLESS: Owner agrees to hold the Broker harmless from all damage suits in connection 104 with the management of the herein described premises and from liability from injury suffered by any 105 employee or other person whosoever and to carry, at own expense adequate public liability insurance 106 fire and extended coverage and property damage insurance and to furnish Broker certificates evidencing 107 the existence of such insurance. The Broker also shall not be liable for any error of judgment or for any 108 mistake of fact or law or for anything which he may do or refrain from doing hereunder, except in cases 109 of willful misconduct or gross negligence. If a suit is brought to collect the Broker’s compensation and 110 the Broker is the prevailing party, or if Broker successfully defends any action brought against Broker 111 by Owner relating to the Premises or Broker’s management thereof, or any lease or transfer the of 112 Owner agrees to pay all cost incurred by Broker in connection with such action, including, but not 113 limited to reasonable attorney’s fees. Attorney fees and court cost incurred by broker to enforce the 114 provisions of any lease are the sole responsibility of the Owner. Owner further agrees to pay, without 115 limitation as to amounts, attorney’s fees and associated court cost for counsel employed to represent the 116 Owner or Broker or both, in any proceeding or suit involving an alleged violation by the Broker or 117 Owner, or both of any constitutional provision, st...
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Related to Sale or Exchange

  • Tender Offers or Exchange Offers If the Company or any of its Subsidiaries makes a payment in respect of a tender offer or exchange offer for shares of Common Stock (other than solely pursuant to an odd-lot tender offer pursuant to Rule 13e-4(h)(5) under the Exchange Act), and the value (determined as of the Expiration Time by the Company in good faith and in a commercially reasonable manner) of the cash and other consideration paid per share of Common Stock in such tender or exchange offer exceeds the Last Reported Sale Price per share of Common Stock on the Trading Day immediately after the last date (the “Expiration Date”) on which tenders or exchanges may be made pursuant to such tender or exchange offer (as it may be amended), then the Conversion Rate will be increased based on the following formula: where: CR0 = the Conversion Rate in effect immediately before the Close of Business on the last Trading Day of the Tender/Exchange Offer Valuation Period for such tender or exchange offer; CR1 = the Conversion Rate in effect immediately after the Close of Business on the last Trading Day of the Tender/Exchange Offer Valuation Period; AC = the aggregate value (determined as of the time (the “Expiration Time”) such tender or exchange offer expires by the Company in good faith and in a commercially reasonable manner) of all cash and other consideration paid for shares of Common Stock purchased or exchanged in such tender or exchange offer; OS0 = the number of shares of Common Stock outstanding immediately before the Expiration Time (including all shares of Common Stock accepted for purchase or exchange in such tender or exchange offer); OS1 = the number of shares of Common Stock outstanding immediately after the Expiration Time (excluding all shares of Common Stock accepted for purchase or exchange in such tender or exchange offer); and SP = the average of the Last Reported Sale Prices per share of Common Stock over the ten (10) consecutive Trading Day period (the “Tender/Exchange Offer Valuation Period”) beginning on, and including, the Trading Day immediately after the Expiration Date; provided, however, that the Conversion Rate will in no event be adjusted down pursuant to this Section 5.05(A)(v), except to the extent provided in the immediately following paragraph. Notwithstanding anything to the contrary in this Section 5.05(A)(v), (i) if any VWAP Trading Day of the Observation Period for a Note whose conversion will be settled pursuant to Cash Settlement or Combination Settlement occurs during the Tender/Exchange Offer Valuation Period for such tender or exchange offer, then, solely for purposes of determining the Conversion Rate for such VWAP Trading Day for such conversion, such Tender/Exchange Offer Valuation Period will be deemed to consist of the Trading Days occurring in the period from, and including, the Trading Day immediately after the Expiration Date for such tender or exchange offer to, and including, such VWAP Trading Day; and (ii) if the Conversion Date for a Note whose conversion will be settled pursuant to Physical Settlement occurs during the Tender/Exchange Offer Valuation Period for such tender or exchange offer, then, solely for purposes of determining the Conversion Consideration for such conversion, such Tender/Exchange Offer Valuation Period will be deemed to consist of the Trading Days occurring in the period from, and including, the Trading Day immediately after the Expiration Date to, and including, such Conversion Date. To the extent such tender or exchange offer is announced but not consummated (including as a result of the Company being precluded from consummating such tender or exchange offer under applicable law), or any purchases or exchanges of shares of Common Stock in such tender or exchange offer are rescinded, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the purchases or exchanges of shares of Common Stock, if any, actually made, and not rescinded, in such tender or exchange offer.

  • Transfer and Exchange of Call Warrants Upon surrender of any Call Warrant for registration of transfer or for exchange to the Warrant Agent, the Warrant Agent shall (subject to compliance with Article II) execute and deliver, and cause the Trustee, on behalf of the Trust, to execute and deliver, in exchange therefor, a new Call Warrant of like tenor and evidencing a like whole number of Call Warrants, in the name of such Warrant Holder or as such Warrant Holder (upon payment by such Warrant Holder of any applicable transfer taxes or government charges) may direct; provided that as a condition precedent for transferring the Call Warrants, the prospective transferee shall be required to deliver to the Trustee and the Depositor an executed copy of the Investment Letter (set forth as Exhibit C to the Series Supplement).

  • Transfer and Exchange of Global Warrants The transfer and ---------------------------------------- exchange of Global Warrants or beneficial interests therein shall be effected through the Depositary, in accordance with this Warrant Agreement (including the restrictions on transfer set forth herein) and the procedures of the Depositary therefor.

  • 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.

  • Conversion and Exchange of Shares (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Purchaser, Parent, the Company or any stockholder of the Company:

  • Exchange (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 11(a)(ii) hereof) for Common Shares at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Common Shares then outstanding.

  • Notation on or Exchange of Securities If an amendment changes the terms of a Security, the Trustee may require the Holder of the Security to deliver it to the Trustee. The Trustee may place an appropriate notation on the Security regarding the changed terms and return it to the Holder. Alternatively, if the Company or the Trustee so determines, the Company in exchange for the Security shall issue and the Trustee shall authenticate a new Security that reflects the changed terms. Failure to make the appropriate notation or to issue a new Security shall not affect the validity of such amendment.

  • Transfer and Exchange of Global Securities (i) The transfer and exchange of Global Securities or beneficial interests therein shall be effected through the Depository, in accordance with this Indenture (including applicable restrictions on transfer set forth herein, if any) and the procedures of the Depository therefor. A transferor of a beneficial interest in a Global Security shall deliver to the Registrar a written order given in accordance with the Depository’s procedures containing information regarding the participant account of the Depository to be credited with a beneficial interest in the Global Security. The Registrar shall, in accordance with such instructions instruct the Depository to credit to the account of the Person specified in such instructions a beneficial interest in the Global Security and to debit the account of the Person making the transfer the beneficial interest in the Global Security being transferred.

  • Transfer and Exchange of Global Notes A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Company for Definitive Notes if:

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