First Exchange definition
Examples of First Exchange in a sentence
Any exchange of Exchangeable Units and Class B Common Stock for Class A Common Stock or the Cash Payment, as applicable, is defined herein as an “Exchange.” Subject to Section 2.1(a)(ii), after the First Exchange Time the Member may Exchange Exchangeable Units at any time and from time to time.
Effective as of the Closing Date, Section 17 of the First Exchange Agreement is hereby amended to replace “New Note” with New Note (as defined herein).
The Company hereby acknowledges and agrees that, after giving effect to the foregoing amendment, the MFN Termination Date (as defined in the First Exchange Agreement) shall not occur until such dates as no New Note (as defined herein) remains outstanding.
Any exchange of Exchangeable Units and, if applicable, Class B Common Stock for Class A Common Stock or the Cash Payment, as applicable, is defined herein as an “Exchange.” Subject to Section 2.1(a)(ii), after the First Exchange Time a Member may Exchange Class A Common Units at any time and from time to time, but a Member may not Exchange Class B Common Units more than once per fiscal quarter without the prior consent of the Corporation.
In the event that any of the conditions set forth in this clause (a) shall not have been fulfilled (or waived by the Investment Entities) on the First Exchange Closing Date, this Agreement may be terminated by the Investment Entities by delivering a written notice of termination to Pfizer and Zoetis.
Unless the Corporation has given the holder of this Note a call notice, the holder of this Note may exchange all or a portion of this Note on any business day beginning on the First Exchange Date, to, but not including, the earlier of the call notice date or the Maturity Date.
The Closing of the First Exchange shall occur one (1) Business Day after the satisfaction or waiver of the conditions in Sections 1.1(c), (d) and (e), or at such other place, time and date as shall be agreed between the Company and the Investor, and each subsequent Closing shall occur as soon as reasonably practicable following the Investor’s notice to the Company of its desire to enter into a Subsequent Exchange.
Upon the First Exchange and upon any Optional Exchange, in each case, done in accordance with Section 2, good, valid and unencumbered title to the Shares shall pass to the Investment Entity, free and clear of any Liens, other than those arising from acts of any Investment Entity or its affiliates.
In the event that any of the conditions set forth in this clause (b) shall not have been fulfilled (or waived by Valero) on the First Exchange Closing Date, this Agreement may be terminated by Valero by delivering a written notice of termination to the Investment Entity and CST Brands.
The respective agreements, representations, warranties and other statements of Pfizer or their respective officers, each Investment Entity or its officers and Zoetis or its officers, in each case set forth in or made pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of each Investment Entity, Pfizer or Zoetis, and shall survive the First Exchange Closing and any Optional Closing.