Settlement Upon Exchange Sample Clauses
Settlement Upon Exchange. (a) Upon exchange of any Exchangeable Debentures, subject to Sections 6.01, 6.02 and this Section 6.10, the Company shall satisfy its obligation upon exchange (the “Exchange Obligation”) by payment and delivery of cash and, if applicable as provided herein, shares of Host REIT Common Stock for each $1,000 aggregate principal amount of Exchangeable Debentures tendered for exchange in accordance with their terms.
(b) Upon exchange of Exchangeable Debentures, the Company will deliver, in respect of each $1,000 principal amount of Exchangeable Debentures tendered for exchange in accordance with their terms:
(i) cash in an amount (the “Principal Return”) equal to the lesser of (A) the aggregate principal amount of the Exchangeable Debentures to be exchanged and (B) the aggregate Exchange Value of the Exchangeable Debentures to be exchanged;
(ii) if the Exchange Value is greater than the Principal Return, an amount (the “Net Amount”), at the election of the Company, in cash (the “Net Cash Amount”), shares of Host REIT Common Stock (the “Net Shares”) determined pursuant to Section 6.10(c), or a combination of cash and shares of Host REIT Common Stock with an aggregate value equal to the difference between the Exchange Value and the Principal Return; and
(iii) an amount in cash in lieu of any fractional shares of Host REIT Common Stock deliverable in connection with payment of the Net Shares based upon the Average Price.
(c) The Net Shares to be delivered pursuant to Section 6.10(b) will be equal to the sum of the Daily Share Amounts for each Trading Day during the Applicable Exchange Period as to which the Company has elected to deliver shares.
(d) The Exchange Value, Principal Return, Net Amount, Net Cash Amount and the number of Net Shares, as applicable, will be determined by the Issuer promptly after the end of the Applicable Exchange Period (the “Determination Date”).
(e) Payment of the Principal Return and cash in lieu of fractional shares, and delivery of the Net Shares or payment of the Net Cash Amount, as applicable, shall be made by the Company as promptly as practicable following the Determination Date, but in no event later than five Business Days thereafter (the “Exchange Settlement Date”) to the Holder of an Exchangeable Debenture surrendered for exchange, or such Holder’s nominee or nominees, and issue, or cause to be issued, and deliver to the Exchange Agent or to such Holder, or such Holder’s nominees, certificates or a book-entry transfer throug...
Settlement Upon Exchange. (a) Upon any exchange of any Exchangeable Debenture, the Company shall deliver to exchanging Holders, in respect of each $1,000 principal amount of Exchangeable Debentures being exchanged, at the Company’s election, in full satisfaction of the Company’s Exchange Obligation, (1) shares of Host REIT Common Stock, together with cash in lieu of fractional shares, if any (a “Physical Settlement”), (2) a cash payment without any delivery of shares of Host REIT Common Stock (a “Cash Settlement”) or (3) a combination of cash and shares of Host REIT Common Stock, together with cash in lieu of fractional shares, if any (a “Combination Settlement”), in each case, as set forth below (the amounts so deliverable upon exchange of the Exchangeable Debentures, the “Exchange Obligation”): For exchanges:
(i) that occur prior to the date that is 15 Business Days prior to the Maturity Date, by the close of business on the Business Day following the Exchange Date, the Company shall notify exchanging Holders of the relevant Settlement Method and, if the Company elects a Combination Settlement, the dollar amount of the Exchange Obligation (the “Specified Dollar Amount”) that will be settled in cash;
(ii) that occur on or after the date that is 15 Business Days prior to the Maturity Date, the Company shall notify all Holders of the relevant Settlement Method and, if applicable, the related Specified Dollar Amount, by notice on or prior to the date that is 15 Business Days prior to the Maturity Date (which shall apply to all exchanges on or following the date that is 15 Business Days prior to the Maturity Date). If the Company does not specify a Settlement Method as set forth above, then Combination Settlement shall apply, and the related Specified Dollar Amount used in the settlement calculation set forth in paragraph (d) below will be $1,000. Any such notice of a Settlement Method may not be revoked.
(b) If the Company has elected a Physical Settlement with respect to any Exchangeable Debentures tendered for exchange, the Company shall deliver, for each $1,000 principal amount of Exchangeable Debentures, a number of shares of Host REIT Common Stock equal to the Exchange Rate, together with cash in lieu of fractional shares, on the third Business Day following the Exchange Date.
(c) If the Company has elected a Cash Settlement with respect to any Exchangeable Debentures tendered for exchange, the Company shall deliver, for each $1,000 principal amount of Exchangeable Debentures, a...
Settlement Upon Exchange. (a) Upon valid tender of the Securities for exchange under this Article 4, subject to Sections 4.01, 4.02 and this Section 4.11, the Issuer shall satisfy its obligation upon exchange (the “Exchange Obligation”) by delivery on or prior to the third Trading Day immediately following the last day of the Applicable Exchange Measurement Period, at the Issuer’s option, of cash, shares of Common Stock or a combination of cash and shares of Common Stock for each $1,000 aggregate principal amount of Securities tendered for exchange in accordance with their terms, as follows:
Settlement Upon Exchange. (a) The Issuers shall settle each exchange of Notes by delivering a number of shares of Common Stock equal to the then applicable Exchange Rate, and paying to the converting Holder any accrued and unpaid interest to the date of settlement. Parent and the Issuers have entered into a Stock Delivery Agreement, dated as of the Issue Date, whereby Parent has agreed to issue to the Issuers the number of shares of Common Stock necessary to deliver to all Holders upon exchange of Notes.
(b) Notwithstanding anything to the contrary herein, with respect to any Note (or portion thereof) held, beneficially or of record, by Sprint or its Affiliates or any Member (as defined in the Operating Agreement) or its Affiliates, upon exchange of such Note, Sprint or such Affiliates shall, at their election, by notice delivered to the Issuers concurrently with the Notice of Exchange, receive in lieu of Common Stock issuable upon exchange, such number of shares of Class B Common Stock and Class B Common Units which, upon exchange thereof pursuant to the Operating Agreement, Equityholders’ Agreement, Clearwire’s Amended and Restated Certificate of Incorporation and the Stock Delivery Agreement shall entitle Sprint or such Affiliates to receive such number of shares of Common Stock equal to the Conversion Rate on the Conversion Date.
(c) Following the Effectiveness Deadline (as defined in the Registration Rights Agreement), if the Common Stock is not on the Exchange Date covered by a valid and effective registration statement of Parent on Form S-3 that enables the resale of such shares by the Holder without restriction under the Securities Act or such shares delivered to the Holder are not otherwise freely tradeable without restriction under the Securities Act, the Issuers shall deliver to such Holder an additional 0.03 shares of Common Stock for each share of Common Stock that would otherwise have been due upon such exchange (the “Additional Settlement Consideration”). Any Additional Settlement Consideration will be delivered at the time of the delivery of Common Stock that would otherwise have been due upon exchange. Notwithstanding the foregoing, no such Additional Settlement Consideration shall be delivered with respect to any Exchange Shares if the reason such shares are not covered by a resale registration statement is due either to the Holder’s failure to comply with the delivery of information or other requirements contained in the Registration Rights Agreement or, if the H...
Settlement Upon Exchange. (a) Except to the extent otherwise provided in Sections 7.05(h), 7.06(f) and 7.07 hereof, if a Holder exchanges a Note (or in the event that the Issuer exercises an Issuer’s Exchange Option), a cash amount, calculated in accordance with Section 7.03(a)(i) below, (the “Liquidated Sum”), shall be payable by the Issuer to the Holder, and the Issuer will satisfy its obligation in respect of the Liquidated Sum by delivering ADSs, together with cash in lieu of any fractional ADS (the obligation to effect such delivery and payment, the “Exchange Obligation”) as follows:
(i) the Issuer will deliver to the Holder of such Note a number of ADSs equal to the product of (A)(x) the aggregate principal amount of such Note that is being exchanged, divided by (y) $1,000 and (B) the Exchange Rate in effect on the applicable Exchange Date; provided, however, that the Issuer will pay an amount of cash in lieu of any fractional ADS determined in accordance with Section 7.03(a)(ii) hereof. The Issuer will deliver such ADSs, and pay any amount of cash in lieu of any fractional ADS, on the third Business Day immediately following the applicable Exchange Date.
Settlement Upon Exchange. (a) Upon exchange of any Notes, subject to Sections 13.01, 13.02 and this Section 13.10, the Issuer shall satisfy its obligation upon exchange (the “Exchange Obligation”) by payment and delivery of cash and, if applicable as provided herein, shares of Common Stock for each $1,000 aggregate principal amount of Notes tendered for exchange in accordance with their terms.
(b) Upon exchange of Notes, the Issuer will deliver, in respect of each $1,000 principal amount of Notes tendered for exchange in accordance with their terms:
(i) cash and Common Stock, if any, equal to the sum of the Daily Settlement Amounts for each of the 30 Exchange Settlement Trading Days during the Applicable Observation Period; and
(ii) an amount in cash in lieu of any fractional shares of Common Stock as provided in Section 13.03.
(c) The Daily Settlement Amounts for each of the 30 Exchange Settlement Trading Days during the Applicable Observation Period and any amount in cash to be delivered in lieu of any fractional shares of Common Stock will be determined by the Issuer promptly after the end of the Applicable Observation Period.
(d) Payment of the cash and, if applicable, shares of Common Stock pursuant to Section 3.10(b) shall be made by the Issuer on the third Business Day immediately following the last day of the Applicable Observation Period to the holder of a Note surrendered for exchange, or such holder’s nominee or nominees, and the Issuer shall deliver to the Exchange Agent or to such holder, or such holder’s nominee or nominees, certificates or a book-entry transfer through the Depositary for the number of full shares of Common Stock, if any, to which such holder shall be entitled as part of such Exchange Obligation.
Settlement Upon Exchange. Section 9.09
Settlement Upon Exchange. 1) Upon exchange, the Issuer shall deliver to Holders in respect of each $1,000 principal amount of Securities being exchanged a number of shares of Common Stock equal to the Exchange Rate in effect at the Close of Business on the relevant Exchange Date. If a Holder exchanges more than one Security at the same time, the full number of shares of Common Stock issued upon such exchange (and the amount of cash deliverable in lieu of any fractional share of Common Stock) shall be based on the total principal amount of all Securities exchanged. No fractional shares will be issued upon exchange. Instead, the Issuer will pay cash in lieu of any fractional share based on the Closing Sale Price of the Common Stock on the applicable Exchange Date.
Settlement Upon Exchange. (a) Subject to and except as provided in this Section 12.03, Section 12.06(a) or Section 12.07(e), upon exchange of any Note, the Company shall satisfy its Exchange Obligation by paying to the exchanging Holder in cash the Principal Portion of the Note being exchanged and paying or delivering (or causing to be delivered), as the case may be, cash, shares of Common Stock or a combination of cash and shares of Common Stock, at the Company’s election, to the exchanging Holder in respect of the remainder, if any, of the Exchange Obligation in excess of each $1,000 principal amount of Notes being exchanged. Pursuant to the foregoing sentence, the Company shall pay (and deliver or cause to be delivered, if applicable) to the exchanging Holder in respect of each $1,000 principal amount of Notes being exchanged, a settlement amount (the “Settlement Amount” in respect of such exchange) equal to the sum of the Daily Settlement Amounts for each of the 20 consecutive Trading Days during the relevant Observation Period.
(i) Upon exchange of the Notes, (A) the Company shall not issue (or cause to be issued) any fractional shares of Common Stock upon such exchange and shall instead pay cash in lieu of any fractional share of Common Stock deliverable upon such exchange (taking into account, for the avoidance of doubt, Section 12.03(b)) in an amount equal to the product (rounded to the nearest whole multiple of $0.01 (with $0.005 being rounded upward)) of (i) the relevant fraction of a share of Common Stock and (ii) the Daily VWAP on the last Trading Day of the relevant Observation Period, and (B) the portion of the relevant Settlement Amount comprising cash (taking into account, for the avoidance of doubt, Section 12.03(b)) shall be rounded to the nearest whole multiple of $0.01 (with $0.005 being rounded upward).
(ii) Except as set forth in Section 12.06 and Section 12.07, the Company shall pay (and deliver or cause to be delivered, if applicable) the relevant Settlement Amount due in respect of the Exchange Obligation on the third Business Day immediately following the last Trading Day of the relevant Observation Period.
(iii) All exchanges for which the relevant Exchange Date occurs on or after December 1, 2026 shall be settled using the same Cash Percentage.
(iv) Except for any exchanges for which the relevant Exchange Date occurs on or after December 1, 2026, the Company shall use the same Cash Percentage for all exchanges with the same Exchange Date, but the Company...
Settlement Upon Exchange. 48 Section 5.04. Reserve and Status of Class A Ordinary Shares Issued Upon Exchange. ........................................................................................................ 52 Section 5.05. Adjustments to the Exchange Rate. ................................................................. 52 Section 5.06. Adjustments to the Exchange Rate in Connection with a Make-Whole Fundamental Change. ...................................................................................... 63 Section 5.07. Transfer of Notes to Be Exchanged to a Third Party for Settlement. ............. 64 Section 5.08. Effect of Ordinary Share Change Event. ......................................................... 65 Article 6. Successors .................................................................................................................