Share Settlement Procedures Clause Samples

Share Settlement Procedures. (a) The Company may deliver Company Common Shares in lieu of cash in accordance with the provisions of this Article XII and in accordance with the procedures of the Depositary, if the following conditions (the “Share Settlement Conditions”) are met on the Share Settlement Notice Date: (i) no Event of Default shall have occurred and be continuing in respect of the Securities; (ii) NRF shall have distributed substantially all of its ownership interests in the Company to its shareholders through the Distribution and shall own, or have a right to acquire, no more than 5% of the total issued and outstanding Company Common Shares; (iii) the Company Common Shares shall be listed on the Listing Exchange and shall have been so listed for at least 30 trading days; (iv) the product of (a) the average daily consolidated trading volume of the Company Common Shares between 9:30 a.m. and 4:00 p.m., New York time, as displayed under the Bloomberg (or any successor service) page applicable to the Company Common Shares (which is expected to be NRE <equity> AQR) (or, if such page is not available or is manifestly incorrect, the consolidated trading volume during regular market hours as reasonably determined by the Company) over the 30 trading‑day period preceding the Share Settlement Notice Date, and (b) the average daily closing sale price of the Company Common Shares during such 30 trading‑day period shall exceed $10 million; (v) the closing sale price of the Company Common Shares on the last trading day prior to the Share Settlement Notice Date shall equal or exceed $12.50; (vi) the Company Common Shares that the Company delivers in respect of the Securities will be delivered in unlegended, unrestricted form through the facilities of the Depositary and will be eligible for immediate resale or onward delivery by the Holders of the Securities that receive such Company Common Shares, except in the case of any Holders that are or were (within the preceding 90 days) “affiliates” (within the meaning of that term under Rule 144) of the Company; (vii) no Change in Control shall have occurred; and (viii) the Company Common Shares shall not have been exchanged or converted into any combination of cash, other securities or other property. (b) If the Company elects Share Settlement, it must specify a dollar amount that is to be settled by the delivery of Company Common Shares of between $500 and $1,000 (inclusive) in respect of each $1,000 principal amount of Securities (the “Share S...