Automatic Exchange. Upon the Company’s satisfaction that the Private Placement Legend shall no longer be required in order to maintain compliance with the Securities Act, the Company may, at its option, determine that beneficial interests in a Global Note that is a Restricted Security shall be automatically exchanged into beneficial interests in an Global Note that is not a Restricted Security without any action required by or on behalf of the Holder (the “Automatic Exchange”) at any time on or after the date that is the 366th calendar day after (1) with respect to any Note issued on the Issue Date, the later of (x) the Issue Date and (y) the last date on which the Company or any Affiliate of the Company was the owner of such Note (or of any other Global Note with the same CUSIP number) or (2) with respect to any Additional Note, if any, the later of (x) the issue date of such Additional Note and (y) the last date on which the Company or any Affiliate of the Company was the owner of such Note (or of any other Global Note with the same CUSIP number), or, in each case, if such day is not a Business Day, on the next succeeding Business Day (the “Automatic Exchange Date”). Upon the Company’s satisfaction that the Private Placement Legend shall no longer be required in order to maintain compliance with the Securities Act, if the Company elects, at its option, that an Automatic Exchange will take place, it shall (A) provide prior written notice (the “Automatic Exchange Notice”) to each Holder (with a copy to the Trustee) at such Holder’s address appearing in the Note register at least 10 calendar days prior to the Automatic Exchange (the “Automatic Exchange Notice Date”), which notice must include (I) the Automatic Exchange Date, (II) the Section of this Indenture pursuant to which the Automatic Exchange shall occur, (III) the CUSIP number of the Global Note that is a Restricted Security from which such Holder’s beneficial interests will be transferred and (IV) the CUSIP number of the Global Note into which such Holder’s beneficial interests will be transferred, and (C) on or prior to the date of the Automatic Exchange, deliver to the Trustee for authentication one or more Global Notes without the Private Placement Legend, duly executed by the Company, in an aggregate principal amount equal to the aggregate principal amount of Global Notes that are Restricted Securities to be exchanged. Notwithstanding anything to the contrary in Section 2.16, during the 10-day period between the ...
Automatic Exchange. On the occurrence of an Automatic Exchange Event, whether before or after the occurrence of any Event of Default (as defined in the Indenture), each Holder of Trust Notes — Series 2019-A then outstanding shall, through the Exchange Trustee, be deemed to have hereby automatically exchanged and transferred to TCPL all of such Holder’s right, title and interest in and to the Trust Notes — Series 2019-A, including pursuant to the guarantee provided by TCPL in respect of the Trust Notes — Series 2019-A, registered in its name at a price, for each $1,000 principal amount of Trust Notes — Series 2019-A, equal to one newly issued and fully paid TCPL Exchange Preferred Share with a stated issue price of $1,000 per share, together with such number of TCPL Exchange Preferred Shares (including fractional shares, if applicable) calculated by dividing the amount of accrued and unpaid interest on each $1,000 principal amount of Trust Notes — Series 2019-A from the immediately preceding Interest Payment Date to, but excluding, the date of the Automatic Exchange Event, by $1,000. As full and final payment of such price, a Holder of Trust Notes — Series 2019-A shall receive, and be deemed to have received, as of the Time of Automatic Exchange, the right to be issued one newly issued and fully paid TCPL Exchange Preferred Share which right shall be immediately and automatically exercised as provided in this section 3.3 with a stated issue price of $1,000 per share, together with such number of TCPL Exchange Preferred Shares (including fractional shares, if applicable) calculated by dividing the amount of accrued and unpaid interest on each $1,000 principal amount of Trust Notes — Series 2019-A from the immediately preceding Interest Payment Date to, but excluding, the date of the Automatic Exchange Event by $1,000, per $1,000 principal amount of Trust Notes — Series 2019-A held by the Holder. The foregoing exchange, transfer, receipt and acceptance shall be automatically effected hereby and shall not require any conveyance, confirmation or further action on the part of the Trust, the Exchange Trustee or the Holders in order to give full and final effect to same. For greater certainty, any Trust Notes — Series 2019-A purchased or redeemed by the Trust prior to the Time of Automatic Exchange shall be deemed not to be outstanding and shall not be subject to the Automatic Exchange.
Automatic Exchange. If on the Business Day preceding any Redemption Date the value of the Exchange Number of BPY Units to be received by a holder of the Series 4 Units upon exercise of the Right to Exchange for one Series 4 Unit (which value shall be determined using the Current Market Price determined on the Business Day preceding the Redemption Date) exceeds the Issue Price, the holder shall be deemed to have exercised the Right to Exchange with respect to all of such holder’s Series 4 Units to be redeemed on the Redemption Date, unless the holder provides written notice to the Partnership prior to such Business Day specifying that the Series 4 Units are not to be so exchanged.
Automatic Exchange. (1) Newmont hereby agrees with the Trustee as trustee for and on behalf of, and for the use and benefit of, the Beneficiaries that the Trustee shall have (i) the Automatic Exchange Right, and (ii) the Automatic Exchange Rights on Liquidation, all in accordance with the provisions of this agreement. The Automatic Exchange Right shall represent an agreement on the terms set out herein between Newmont and the Trustee (acting on behalf of 101 the Beneficiaries) that upon the occurrence of an Insolvency Event, Newmont will purchase from each and every Beneficiary all of the Exchangeable Shares held by such Beneficiary. The Automatic Exchange Rights on Liquidation shall represent an agreement on the terms set out herein between Newmont and the Trustee (acting on behalf of the Beneficiaries) that Newmont will purchase from each and every Beneficiary all of the outstanding Exchangeable Shares held by such Beneficiary on the fifth business day prior to the Liquidation Event Effective Date. Newmont hereby acknowledges receipt from the Trustee as trustee for and on behalf of the Beneficiaries of good and valuable consideration (and the adequacy thereof) for agreeing with the Trustee (acting on behalf of the Beneficiaries) to be bound by the Automatic Exchange Right and the Automatic Exchange Rights on Liquidation.
Automatic Exchange. Each of the FX Shares then outstanding will be automatically exchanged, without election or further action by the Company or the holders of the FX Shares, for the number of fully paid and non-assessable shares of Company Common Stock determined in accordance with the provisions of Section 4 of this Agreement, upon the effective date of a Registration Statement filed by the Company with the Commission in connection with a Qualified Public Offering. The Company shall give notice of the Exchange under this Section 2(c) to the Member Representative in accordance with Section 3 below. The closing of the Exchange will take place at the time and place and in the manner set forth in Section 5 below. Notwithstanding the later closing of the Exchange, the effective date of the Exchange will be the date the Registration Statement for the Qualified Public Offering is declared effective by the Commission, and the Holders entitled to receive the Exchange Shares issuable upon the Exchange will be treated for all purposes as the record holders of the Exchange Shares on that date.
Automatic Exchange. Immediately following receipt of the Requisite Stockholder Approval but prior to the filing of an amended and restated certificate of incorporation approved in the Requisite Stockholder Approval (the "Restated Charter"), all Exchange Shares shall be automatically exchanged into shares of Series B Preferred at the Exchange Ratio, without any further action by any Purchaser or the Company, and the Company shall deliver to the Purchasers (i) a certificate or certificates representing the shares of Series B Preferred for which the Exchange Shares are so exchanged, or (ii) if, prior to the delivery of certificates for Series B Preferred, the shares of Series B Preferred have been converted into Class B Common Stock pursuant to the Restated Charter, a certificate or certificates representing the shares of Class B Common Stock into which the shares of Series B Preferred have been converted.
Automatic Exchange. Upon the occurrence of an Automatic Exchange Event (such time, the “Exchange Time”), the Notes, including accrued and unpaid interest thereon, will be exchanged automatically (the “Automatic Exchange”), without the consent of the Holders thereof, into Exchange Preferred Units. As of the Exchange Time, Holders will have the right to receive one Exchange Preferred Unit for each $25.00 principal amount of Notes held together with the number of Exchange Preferred Units (including fractional units, if applicable) calculated by dividing the amount of accrued and unpaid interest, if any, on the Notes, by $25.00. Such right will be automatically exercised, and the Notes shall be automatically exchanged, without the consent of the Holders of the Notes, into Exchange Preferred Units in accordance with such exchange procedures as shall be reasonably determined by the Issuer in consultation with the U.S. Trustee. At such time, all outstanding Notes shall be deemed to be immediately and automatically surrendered without need for further action by the Holders of the Notes, who shall thereupon automatically cease to be Holders thereof and all rights of each such Holder as a debtholder of the Issuer and as a beneficiary of the subordinated guarantees of the Guarantors shall automatically cease.
Automatic Exchange. 2.1.1 Exchange within Nine (9) Months: Consistent with Article 3(4) of the IGA, the Competent Authorities intend to exchange automatically the information described in Article 2 of the IGA within nine (9) months of the end of the calendar year to which the information relates. Notwithstanding the foregoing, the information that relates to calendar year 2014 shall be exchanged no later than 30 September 2016.
Automatic Exchange. AN OPPORTUNITY Even though the automatic Exchange of tax information was already a practical reality among some states, Brazil was not using this form of cooperation. With the new method agreed at the world level, this modality is incorporated in the risk management routine, thereby providing significant benefits. A specific example is derived from the automatic exchange with the U.S., under FATCA, already in force since September 2015. The data received allow for identifying specific situations of omission of assets abroad, and the ax procedures are underway in order to confirm the tax irregularities. Most certainly the same information will be obtained from other countries, on the basis of the CRS. In addition to the automatic exchange of financial data and of the also already mentioned exchange base don the CbC, other automatic rules based on the MLC may be established, either at the multilateral or even bilateral level. The bases for a greater integration among the tax administrations have been defined. It is worth recalling that the MLC is not limited to support the automatic exchange, but rather allows, if agreed between two States and there is no regulatory obstacle in the respective internal legislations, for establishing mutual assistance to obtain data prior to the entry into force of the MLC for the contracting States. Brazil has expressed its interest in extending this mutual assistance to prior events, and is prepared to sign the corresponding memorandums of understanding with the interested States.
Automatic Exchange. RESULTING RISKS If the automatic exchange, as already mentioned, affords an opportunity, it may also represent a risk for the tax administrations involved, if additional requests go beyond the current working capacity. Brazil, on becoming aware of the possible increase of requests received, has tried to structure itself to successfully respond to the foreign requests. Xxxxx, as examination area in the central unit responsible for the initial evaluation of the requests received at Corin, specialized itself in the search for data in its own internal systems and seeks to provide fiscal information of interest. In addition, the teams of the decentralized units are being oriented to give priority to the requests they may receive. It is deemed timely to consider the need that each tax administration undertake a reevaluation of its structure, since the trend is that there will be an increase in the requests they will be receiving. In any case, it is evident that each tax administration has limits in its capacity for providing assistance and, therefore, if there is a significant increase in the number of requests, there is the risk that the average response time may increase significantly, thereby affecting the action of the petitioner. These perspectives simply reinforce the attention which each competent authority should give to the analysis of cases for which it requests external cooperation. It is thus ratified that it is ever more essential for the petitioner to evaluate the tax relevance of each request in order to avoid requests that may involve cases of less interest which may affect the appropriate management of requests related to cases of greater tax potential. Even in this process of cooperation between tax administrations Brazil has been careful in focusing its requests on data for auditing by the Brazilian authority, and not in requests that could demand auditing by the foreign partner whose cooperation is requested. This is another important aspect to be taken into account to avoid transferring to the foreign administration a significant part of the audit that corresponds to the petitioner. The principle of cooperation is the exchange of data, with possible technical demonstration of aspects of the regulation of the country where the transaction under analysis takes place, but it should not represent a heavy burden for the partner administration.
