Exchange Provisions Clause Examples

Exchange Provisions. The Committee may at any time offer to exchange or buy out the Option for a payment in cash, Shares, other options or other property based on such terms and conditions as the Committee shall determine and communicate to the Optionee in writing at the time that such offer is made.

Exchange Provisions. (a) Upon the authorization of the Board of Trustees based on (i) the receipt by the Trust of a ruling from the Service to the effect that the payment of dividends on the shares of Serial RP would not jeopardize the Trust's status as a regulated investment company or (ii) an opinion of legal counsel in form and substance satisfactory to the Board of Trustees to the effect that the payment of dividends on the shares of Serial RP would not jeopardize the Trust's status as a regulated investment company and the affirmative vote or consent of the Holders of at least a majority of the shares of each series of RP outstanding at the time, in person or by proxy, either in writing or at a meeting (each such series voting separately as a class) (in either case, an "Exchange Event"), then, on the first Dividend Payment Date for the RP which is at least 45 days after the occurrence of an Exchange Event and as of which the conditions described below have been satisfied (the "Exchange Date"), the RP will be exchanged on a share-for-share basis for Serial RP. Shares of RP will not be exchanged for shares of Serial RP unless each of ▇▇▇▇▇'▇ and S&P shall have provided on the Exchange Date a rating on the Serial RP equivalent to the then-current rating provided by such rating agency on the RP; provided that, if ▇▇▇▇▇'▇ or S&P shall not make such rating available, such exchange will take place if (i) a Substitute Rating Agency or Agencies shall have provided a rating equivalent to such then-current rating or ratings on the Exchange Date and (ii) all shares of RP subject to such exchange that were tendered (or deemed tendered) on the Tender Date preceding such Exchange Date shall have been remarketed by the Remarketing Agents on the related Dividend Reset Date at a price of $100,000 per share. Holders of outstanding shares of RP will receive one share of Serial RP for each share of RP held and exchanged by them on the Exchange Date therefor. (b) The Trust will cause the publication of an exchange notice in an Authorized Newspaper, and cause the Paying Agent to mail an exchange notice to each Holder of RP, not less than 10 nor more than 3 0 days prior to the Exchange Date therefor. Such notice will state: (i) the Exchange Date, (ii) that on such Exchange Date all shares of RP will be exchanged automatically, and without any action or choice on the part of the Holders thereof, on a share-for-share basis for shares of Serial RP, (iii) that the Initial Dividend Period for the Ser...

Exchange Provisions. (a) At the Effective Time, all shares of Common Stock (and associated Rights), by virtue of the Merger and without any action on the part of the Holders, shall no longer be outstanding and shall be canceled and retired and shall cease to exist, and each Holder of a cer- tificate representing any such share of Common Stock shall thereafter cease to have any rights with respect to such share of Common Stock (and associated Right) except the right to receive the Merger Consideration for such share of Common Stock (and associated Right) specified in Section 2.5. (b) Prior to the Effective Time, Shire shall designate a bank or trust company reasonably satisfactory to ▇▇▇▇▇▇▇ to act as Exchange Agent hereunder (the "Exchange Agent"). At the Effective Time, Shire shall (i) issue to and deposit with the Depositary, for the benefit of the holders of shares of Common Stock converted into Shire ADSs in accordance with Sections 2.5(a) and (f), Ordinary Shares in an amount sufficient to permit the Depositary to issue Shire ADSs representing the number of Shire ADSs issuable pursuant to Sections 2.5(a) and (f) and (ii) deposit, in trust, with the Exchange Agent for the benefit of the Holders, Ordinary Shares constituting the Merger Consideration. As soon as practicable after the Effective Time, the Surviving Corporation shall cause the Exchange Agent to mail to each Holder (i) a form of letter of transmittal specifying that delivery shall be effected, and risk of loss and title to certificates of Common Stock shall pass, only upon proper delivery of such certificates to the Exchange Agent and (ii) instructions for use in surrendering such certificates in exchange for the Merger Consideration set forth in Section 2.5. Such letter of transmittal shall also indicate that Holders have an irrevocable right to elect to receive all or any portion of their Ordinary Shares as Ordinary Shares in lieu of Shire ADSs as set forth in Section 2.5(f). Upon surrender of any such certificate for cancellation to the Exchange Agent, together with such letter of transmittal, duly executed, the holder of such certificate shall be entitled to receive in exchange therefor the Merger Consideration. Shire shall cause the Depositary to issue Shire ADRs through and upon the instructions of the Exchange Agent, for the benefit of the holders of shares of Common Stock who have not elected to receive Ordinary Shares pursuant to Section 2.5(f). Neither the Exchange Agent nor any party hereto shall be l...

Exchange Provisions. (a) Upon the authorization of the Board of Trustees based on (i) the receipt by the Trust of a ruling from the Service to the effect that the payment of dividends on the shares of Serial RP would not jeopardize the Trust's status as a regulated investment company or

Exchange Provisions. 13 2.7. Consideration for Ordinary Shares................................15 2.8. Tax-Free Reorganization..........................................15

Exchange Provisions. The University South Carolina (South Carolina) and Partner University (Partner) agree to exchange a maximum of [indicate number of students] undergraduate students for a semester exchange each year within the field of [indicate area of exchange if it is not a general university-wide exchange]. The total number of students may vary from year to year with the exact number to be determined by mutual agreement of the program directors of South Carolina and Partner. A definite number shall be agreed upon by February 1st of the year in which the exchange is to take place. In the event that the number of students who qualify to participate in the exchange program is not equal, each university will endeavor to accommodate those students selected for that academic year and ensure that the number of participants is equal by the end of a five year exchange period. Either institution may send students for one full academic year rather than one semester term. If this is the case, two students for one semester shall be equivalent to one student for one full academic year. Each institution shall confirm which courses are available to incoming exchange students, reviewed on an annual basis, via its web pages or other method of delivery. Each institution will designate a member of its faculty or administrative staff as program director of the exchange program. The program director shall be responsible for soliciting and selecting candidates, advising them relative to their academic work while at the host institution, and managing pertinent records. South Carolina will provide on-campus housing to all student participants in this exchange program. Partner will [facilitate access to housing off campus/provide on campus housing to all student participants on this exchange program.]

Exchange Provisions. 10 First Amended and Restated Agreement....................................................................10

Exchange Provisions. (a) At the Effective Time, all shares ------------------- of Common Stock (and associated Rights), by virtue of the Merger and without any action on the part of the Holders, shall no longer be outstanding and shall be canceled and retired and shall cease to exist, and each Holder of a certificate representing any such share of Common Stock shall thereafter cease to have any rights with respect to such share of Common Stock (and associated Right) except the right to receive the Merger Consideration for such share of Common Stock (and associated Right) specified in Section 2.5. (b) Prior to the Effective Time, Shire shall designate a bank or trust company reasonably satisfactory to ▇▇▇▇▇▇▇ to act as Exchange Agent hereunder (the "Exchange Agent"

Exchange Provisions. At the Closing, and subject to the terms and conditions of this Agreement, the CSI Stockholders shall deliver their respective CSI Common Shares, as such CSI Common Shares are set forth on SCHEDULE 1.01 hereto, to the Exchange Agent in exchange for the Exchange Shares. In connection therewith, the CSI Stockholders shall convey to Chantal good and marketable title to the CSI Common Shares, free and clear of all liens, claims, debts, obligations or other encumbrances except such restrictions as are imposed by Federal or state securities laws. Chantal shall convey to the CSI Stockholders good and marketable title to their proportionate share of the Exchange Shares, free and clear of all liens, claims, debts, obligations or other encumbrances, except such restrictions as are imposed by Federal or state securities laws. The exchange of voting shares as herein provided shall be the sole consideration for the acquisition by the CSI Stockholders of the Exchange Shares. The principles governing the mechanics of the Exchange are more fully set forth under Section 1.08 hereinafter.