Examples of Exchange Agency Agreement in a sentence
Notwithstanding any other provision of these Conditions, a Permitted Cessation of Business shall not result in a breach of undertaking, constitute an Event of Default or otherwise result in any breach of any provision of these Conditions, the Exchange Agency Agreement, the Bondholder Representative Deed or the Deed Poll.
Subject to the provisions of the Exchange Agency Agreement, the determination of the Exchange Agent shall be binding as to whether an Election shall have been properly made or revoked pursuant to this Section 2.01(g) with respect to shares of Company Common Stock and when Elections and revocations were received by it.
The Exchange Agent shall invest the cash in the Exchange Fund as directed by Parent; provided, however, that, unless otherwise agreed in the Exchange Agency Agreement, such investments shall be in obligations of or guaranteed by the United States of America or any agency or instrumentality thereof and backed by the full faith and credit of the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Moody’s Investors Service, Inc.
Subject to the provisions of the Exchange Agency Agreement, if the Exchange Agent determines that any Election was not properly made with respect to any shares of Company Common Stock, such shares of Company Common Stock shall be treated by the Exchange Agent as Non-Election Shares.
Subject to the provisions of the Exchange Agency Agreement, the Exchange Agent also shall make all computations as to the allocation and the proration contemplated by Section 2.01(f), and any such computation shall be conclusive and binding on Parent and the holders of shares of Company Common Stock.
The Issuer reserves the right under each of the Paying and Transfer Agency Agreement and the Exchange Agency Agreement at any time to vary or terminate the appointment of the Paying Agent, the Exchange Agent or Transfer Agent and appoint additional or another Paying Agent or another Exchange Agent or Transfer Agent, provided that the Issuer will maintain a Paying Agent, an Exchange Agent and a Transfer Agent.
Each member of the Parent Group has the absolute and unrestricted right, power, and authority to execute and deliver this Agreement, the Voting and Exchange Agency Agreement and the Support Agreement and to perform its obligations under this Agreement, the Voting and Exchange Agency Agreement and the Support Agreement.
The Company shall appoint LaSalle Bank National Association or another mutually acceptable payment agent to act as paying and exchange agent (the “Payment Agent”), pursuant to the Exchange Agency Agreement, the form of which is attached hereto as Exhibit A (the “Exchange Agency Agreement”).
All rights of holders of Exchangeable Shares under the Voting and Exchange Agency Agreement shall be received by them as part of the property receivable by them under item (d) in exchange for the Exchangeable Elected Shares for which they were exchanged.In no event shall any fractional shares of Common Stock or Exchangeable Shares be issued under the Plan of Arrangement.
The Company shall appoint LaSalle Bank National Association or another mutually acceptable payment agent to act as paying and exchange agent (the “Payment Agent”), pursuant to the Exchange Agency Agreement, the form of which is attached hereto as Exhibit A (the “ExchangeA gency Agreement”).