Substitution of Assets. On any day prior to the occurrence of a Termination Event (and after the Termination Date at the discretion of the Administrative Agent with the consent of the Purchaser Agents), the Seller may, subject to the conditions set forth in this Section 2.18 and subject to the other restrictions contained herein, replace any Asset other than the Tandem Asset with one or more Eligible Assets (each, a “Substitute Asset”); provided that no such replacement shall occur unless each of the following conditions is satisfied as of the date of such replacement and substitution:
Substitution of Assets. The Employer shall have the right at any time, and from time to time, in its sole discretion, to substitute assets of equal fair market value for any asset held by the Trust. This right is exercisable by the Employer in a nonfiduciary capacity without the approval or consent of any person in a fiduciary capacity.
Substitution of Assets. On any day prior to the occurrence of a Termination Event or the commencement of the Amortization Period (and after the occurrence of a Termination Event or during the Amortization Period at the discretion of the Administrative Agent), the Seller may, subject to the conditions set forth in this Section 2.18 and subject to the other restrictions contained herein, replace any Asset with one or more Eligible Assets (each, a “Substitute Asset”); provided that no such replacement shall occur unless each of the following conditions is satisfied as of the date of such replacement and substitution:
Substitution of Assets. On any day prior to the occurrence of a Termination Event or the commencement of the Turbo Period (and after the occurrence of a Termination Event or during the Turbo Period at the discretion of the Administrative Agent; the parties hereto acknowledging that the Turbo Period has commenced as of the Turbo Effective Date), the Seller may, subject to the conditions set forth in this Section 2.18 and subject to the other restrictions contained herein, replace any Asset with one or more Eligible Assets (each, a “Substitute Asset”); provided that no such replacement shall occur unless each of the following conditions is satisfied as of the date of such replacement and substitution:
Substitution of Assets. The Company shall have the right at any time, and from time to time in its sole discretion, to substitute assets of equal fair market value for any asset held by the Trust. This right is exercised by the Company in a nonfiduciary capacity without the approval or consent of any person in a fiduciary capacity.
Substitution of Assets. The Rights Agreement contemplates that the Company will reserve a sufficient number of authorized but unissued shares of Common Stock to permit the exercise of the right to exchange the Rights should the Rights become exercisable. The Board of Directors may (and under certain circumstances is obligated to) issue other equity securities or assets upon the exercise of the Rights if sufficient shares of Common Stock are not available for issuance should the Rights become exercisable. The Board of Directors may make adequate provision to substitute for the shares of Common Stock which are not available for issuance upon exercise of such Rights either cash, other equity securities of the Company (including, without limitation, shares of Preferred Stock of the Company), debt securities of the Company, other assets, or a combination of the foregoing, having an aggregate value (as determined by a majority of the Board of Directors after receiving advice from a nationally recognized investment banking firm) equal to the value of the shares of Common Stock unavailable for issuance upon exercise of the Rights. In addition, the Board of Directors, subject to certain limitations, may amend the Rights to change the Exercise Price and therefore the number of shares of Common Stock issuable upon exercise of the Rights. If the Company does not take such action within 30 days following the later of a Flip-In Event or the date on which the Company's right of redemption with respect to the Rights expires, then the Company will be required to deliver cash as the substitute for the unavailable authorized shares of Common Stock.
Substitution of Assets. At any time prior to a Change in Control or Threatened Change in Control, the Company shall have the right at any time and from time to time, in its sole discretion, to substitute assets of equal fair market value for any asset held by the Trust. This right is exercisable by the Company in a nonfiduciary capacity without the approval or consent of any person in a fiduciary capacity. Following a Change in Control or Threatened Change in Control, substitution of assets must be acceptable to the Trustee and not detrimental to the interests of the Participants and Beneficiaries.
Substitution of Assets. The Company shall have the right at any time, and from time to time in its sole discretion, to substitute assets (which may include shares of Company stock) of equal fair market value for any asset held by the Trust.
Substitution of Assets. The Reinsurer shall have the right to instruct the Trustee to substitute or exchange assets contained within the Trust Account provided that (i) the replacement assets are Eligible Trust Account Assets; (ii) the replacement assets shall be deposited in the Trust Account on the same day of substitution or exchange, (iii) the aggregate Book Value, including accrued interest for so long as such interest is credited by the Trustee, of the replacement assets are at least equal to the aggregate Book Value, including accrued interest for so long as such interest is credited by the Trustee, of the assets being removed from the Trust Account; and (iv) the aggregate Fair Market Value, including accrued interest for so long as such interest is credited by the Trustee, of the replacement assets is at least equal to the aggregate Fair Market Value, including accrued interest for so long as such interest is credited by the Trustee, of the assets being removed from the Trust Account.
Substitution of Assets. The Reinsurer may at any time, by written request to the Trustee and the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), substitute or exchange assets contained within the Trust Account with other Eligible Trust Account Assets (such substituted or exchanged Eligible Trust Account Assets are referred to herein as “Replacement Assets”). The Reinsurer represents and warrants that (a) the assets contained within the Trust Account (including any such Replacement Assets) shall remain Eligible Trust Account Assets following such substitution or exchange; (b) the Book Value, including accrued interest, and Market Value, including accrued interest, of such Replacement Assets that are deposited in or credited to the Trust Account shall be at least equal to the Book Value, including accrued interest, and Market Value, including accrued interest, respectively, of the assets contained within the Trust Account being removed from the Trust Account; (c) the difference, whether positive or negative, between Market Value, including accrued interest, and Book Value, including accrued interest, of the assets being removed from the Trust Account will be treated as a realized gain or loss, respectively, and new Interest Maintenance Reserve will be established in accordance with SAP for such realized gain or loss for the purposes of this Agreement (“Deemed Sale”); (d) the Replacement Assets shall be deposited into the Trust Account prior to or simultaneously with the removal of assets from the Trust Account in connection with any such substitution or exchange; and (e) the Reinsurer shall not make any substitutions under this Section 9.7 if it is in default in any material respect under any provision of this Agreement or the Trust Agreement. Any written request provided by the Reinsurer pursuant to this Section 9.7 shall include the Reinsurer’s representation and warranty that such substitution or exchange meets the requirements of this Section 9.7. Notwithstanding the foregoing, if an asset in the Trust Account no longer qualifies as an Eligible Trust Account Asset, then, within five (5) Business Days following the date on which the Reinsurer becomes aware of such circumstance, the Reinsurer shall replace such asset with one or more Eligible Trust Account Assets meeting the requirements of this Section 9.7.
