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 Settlement Value Per Security”). In order to deliver Company Common Shares with respect to any interest in a Global Security, the Company shall: (i) on the Share Settlement Notice Date (A) deliver written notice of its election (in each case, the “Share Settlement Election Notice”) to the Trustee and the Depositary and (B) issue a press release or file a Current Report on Form 8‑K with equivalent information, (ii) use its commercially reasonable efforts to comply with the Applicable Procedures and (iii) if required, pay all transfer or similar taxes pursuant to Section 12.06. In order to deliver Company Common Shares with respect to any Definitive Securities, the Company shall: (i) on the Share Settlement Notice Date (A) deliver the Share Settlement Election Notice to the Trustee for delivery to the Holders of Definitive Securities and (B) issue a press release or file a Current Report on Form 8‑K with equivalent information, (ii) if required, furnish appropriate endorsements and transfer documents, and (iii) if required, pay all transfer or similar taxes as set forth in Section 12.06. The date on which the Company satisfies all of the applicable requirements set forth above shall be the Share Settlement Election Date (the “Share Settlement Election Date”). Notwithstanding any other provision of this Indenture, any Company Common Shares issued to an “affiliate” (within the meaning of Rule 144) of the Company or either Guarantor may be issued with the Restricted Securities legend provided for in Section 2.03(g) hereof (provided that, prior to such issuance, the Company shall cause the Securities in respect of which such issuance is made to be represented by Definitive Securities pursuant to Section 2.04 or otherwise segregate the Securities in respect of which Company Common Shares bearing a Restricted Securities legend are to be delivered) and be subject to the restrictions on resale set forth therein. In such event, the Company shall, as promptly as practicable, in any event no later than five Business Days of the receipt thereof, provide affiliated Holders of the Securities with the Company’s Share Settlement Election Notice and as promptly as practicable, such Holders shall provide to the Trustee in writing the name or names (with corresponding address or addresses) in which any certificate or certificates for Company Common Shares shall be issued. All corresponding Securities shall, unless the Company Common Shares issuable on the Share Settlement Date are to be issued in the same name as the registration of such Securities, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly elected by, the Holder or his duly authorized attorney. (c) If the Company does not make a Share Settlement Election, it shall, not less than 60 days prior to the Stated Maturity Date: (i) notify the Holders of the Securities, and (ii) issue a press release or file a Current Report on Form 8‑K announcing that the Securities will be repaid in cash.
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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 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 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 Settlement Value Per Security”). In order to deliver Company Common Shares with respect to any interest in a Global Security, the Company shall: (i) on the Share Settlement Notice Date (A) deliver written notice of its election (in each case, the “Share Settlement Election Notice”) to the Trustee and the Depositary and (B) issue a press release or file a Current Report on Form 8‑K 8-K with equivalent information, (ii) use its commercially reasonable efforts to comply with the Applicable Procedures and (iii) if required, pay all transfer or similar taxes pursuant to Section 12.06. In order to deliver Company Common Shares with respect to any Definitive Securities, the Company shall: (i) on the Share Settlement Notice Date (A) deliver the Share Settlement Election Notice to the Trustee for delivery to the Holders of Definitive Securities and (B) issue a press release or file a Current Report on Form 8‑K 8-K with equivalent information, (ii) if required, furnish appropriate endorsements and transfer documents, and (iii) if required, pay all transfer or similar taxes as set forth in Section 12.06. The date on which the Company satisfies all of the applicable requirements set forth above shall be the Share Settlement Election Date (the “Share Settlement Election Date”). Notwithstanding any other provision of this Indenture, any Company Common Shares issued to an “affiliate” (within the meaning of Rule 144) of the Company or either Guarantor may be issued with the Restricted Securities legend provided for in Section 2.03(g) hereof (provided that, prior to such issuance, the Company shall cause the Securities in respect of which such issuance is made to be represented by Definitive Securities pursuant to Section 2.04 or otherwise segregate the Securities in respect of which Company Common Shares bearing a Restricted Securities legend are to be delivered) and be subject to the restrictions on resale set forth therein. In such event, the Company shall, as promptly as practicable, in any event no later than five Business Days of the receipt thereof, provide affiliated Holders of the Securities with the Company’s Share Settlement Election Notice and as promptly as practicable, such Holders shall provide to the Trustee in writing the name or names (with corresponding address or addresses) in which any certificate or certificates for Company Common Shares shall be issued. All corresponding Securities shall, unless the Company Common Shares issuable on the Share Settlement Date are to be issued in the same name as the registration of such Securities, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly elected by, the Holder or his duly authorized attorney.
(c) If the Company does not make a Share Settlement Election, it shall, not less than 60 days prior to the Stated Maturity Date: (i) notify the Holders of the Securities, and (ii) issue a press release or file a Current Report on Form 8‑K 8-K announcing that the Securities will be repaid in cash.
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