Automatic Exchange Right Clause Samples
An Automatic Exchange Right clause grants a party the ability to automatically convert or exchange one type of security or asset for another under predefined conditions. Typically, this clause is triggered by specific events such as a merger, acquisition, or regulatory change, and it outlines the terms, timing, and mechanism of the exchange process. Its core practical function is to provide certainty and efficiency in transitioning between securities or assets, thereby protecting parties from adverse changes and ensuring smooth execution without the need for additional negotiations.
Automatic Exchange Right. (1) US Gold shall give the Trustee written notice of each of the following events (each a "US Gold Liquidation Event") at the time set forth below:
(a) in the event of any determination by the board of directors of US Gold to institute voluntary liquidation, dissolution or winding up proceedings with respect to US Gold or to effect any other distribution of assets of US Gold among its stockholders for the purpose of winding up its affairs, at least 30 days prior to the proposed effective date of such liquidation, dissolution, winding up or other distribution; and
(b) promptly following the earlier of (i) receipt by US Gold of notice of and (ii) US Gold otherwise becoming aware of any instituted claim, suit, petition or other proceeding with respect to the involuntary liquidation, dissolution or winding up of US Gold or to effect any other distribution of assets of US Gold among its stockholders for the purpose of winding up its affairs in each case where US Gold has failed to contest in good faith any such proceeding commenced in respect of US Gold within 30 days of becoming aware thereof.
(2) Promptly following receipt by the Trustee from US Gold of notice of any US Gold Liquidation Event contemplated by Section 5.11(1)(a) or 5.11(1)(b), the Trustee will give notice or cause such notice to be given thereof to the Beneficiaries. Such notice shall be provided by US Gold to the Trustee and shall include a brief description of the automatic exchange of Exchangeable Shares for shares of US Gold Common Stock provided for in Section 5.11(3) below (the "Automatic Exchange Right").
(3) In order that the Beneficiaries will be able to participate on a pro rata basis with the holders of shares of US Gold Common Stock in the distribution of assets of US Gold in connection with a US Gold Liquidation Event, immediately prior to the effective date (the "US Gold Liquidation Event Effective Date") of a US Gold Liquidation Event all of the then outstanding Exchangeable Shares (other than Exchangeable Shares held by US Gold or its Subsidiaries) shall be automatically exchanged for shares of US Gold Common Stock. To effect such automatic exchange, US Gold shall purchase each Exchangeable Share outstanding on the last Business Day immediately prior to the US Gold Liquidation Event Effective Date and held by a Beneficiary, and each such Beneficiary shall sell free and clear of any liens, claims or encumbrances the Exchangeable Shares held by it at such time, for a purchase pric...
Automatic Exchange Right. (1) Paid or Callco, as the case may be, shall give each Non-Affiliated Holder written notice of each of the following events (each a “Paid Liquidation Event”) at the time set forth below:
(a) in the event of any determination by the board of directors of Paid or Callco to institute voluntary liquidation, dissolution or winding up proceedings with respect to Paid or Callco or to effect any other distribution of assets of Paid or Callco among its stockholders for the purpose of winding up its affairs, at least 10 days prior to the proposed effective date of such liquidation, dissolution, winding up or other distribution; and
(b) promptly following the earlier of (i) receipt by Paid or Callco of notice of, and (ii) Paid or Callco otherwise becoming aware of any instituted claim, suit, petition or other proceeding with respect to the involuntary liquidation, dissolution or winding up of Paid or Callco or to effect any other distribution of assets of Paid or Callco among its stockholders for the purpose of winding up its affairs in each case where Paid or Callco has failed to contest in good faith any such proceeding commenced in respect of Paid within 30 days of becoming aware thereof.
(2) The notice contemplated by Section 2.11(1)(a) or 2.11(1)(b) shall include a brief description of the automatic exchange of Exchangeable Shares for the Exchangeable Preferred Share Consideration provided for in Section 2.11(3) below (the “Automatic Exchange Right”).
(3) In order that the Non-Affiliated Holders will be able to participate on a pro rata basis with the holders of Paid US Common Stock and Paid US Preferred Stock in the distribution of assets of Paid or Callco in connection with a Paid Liquidation Event, immediately prior to the effective date (the “Paid Liquidation Event Effective Date”) of a Paid Liquidation Event all of the then outstanding Exchangeable Shares (other than Exchangeable Shares held by Paid or its Subsidiaries) shall be automatically exchanged for the Exchangeable Preferred Share Consideration. To effect such automatic exchange, Paid or Callco shall, or shall cause a Permitted Affiliate to, subject to applicable law, purchase each Exchangeable Share outstanding on the last Business Day immediately prior to the Paid Liquidation Event Effective Date and held by a Non-Affiliated Holder, and each such holder shall sell free and clear of any liens, claims or encumbrances the Exchangeable Shares held by it at such time, for a purchase price per share eq...
Automatic Exchange Right. (1) The purchase price payable by Newmont for each Exchangeable Share to be purchased by Newmont under the Automatic Exchange Right shall be an amount per share equal to (i) the Current Market Price of a Newmont Share on the last business day prior to the day of closing of the purchase and sale of such Exchangeable Share under the Automatic Exchange Right, which shall be satisfied in full by Newmont causing to be delivered to such holder one Newmont Share, plus (ii) to the extent not paid by Acquisitionco on the designated payment date therefor, an additional amount equal to and in full satisfaction of the full amount of all declared and unpaid dividends on each such Exchangeable Share held by such holder on any dividend record date which occurred prior to the closing of the purchase and sale. In connection with each exercise of the Automatic Exchange Right, Newmont shall provide to the Trustee an Officer's Certificate setting forth the calculation of the purchase price for each Exchangeable Share. The purchase price for each such Exchangeable Share so purchased may be satisfied only by Newmont issuing and delivering or causing to be delivered to the Trustee, on behalf of the relevant Beneficiary, one Newmont Share and on the applicable payment date a cheque for the balance, if any, of the purchase price, in each case less any amounts withheld pursuant to (S)5.
Automatic Exchange Right. Immediately following receipt by WCL from WII of notice of any event (a "LIQUIDATION EVENT") contemplated by Section 4.1 hereof, WCL will give notice thereof to the Holders. Such notice to be provided by WCL shall include a brief description of the automatic exchange of Exchangeable Shares for WII Common Stock provided for in Section 4.3 hereof (the "AUTOMATIC EXCHANGE RIGHTS").
Automatic Exchange Right. (1) The U.S. Company shall give the Holders and Can HoldCo written notice of a U.S. Company Liquidation Event at least 10 Business Days prior to the effective date of the U.S. Company Liquidation Event (the “U.S. Company Liquidation Event Effective Date”).
(2) On the fifth Business Day prior to the U.S. Company Liquidation Event Effective Date:
(a) the U.S. Company or CallCo shall deliver or cause to be delivered to each Holder the Automatic Exchange Right Consideration for each Exchangeable Share held by the Holder;
(b) each Holder shall be deemed to have transferred to the U.S. Company or CallCo all of the Holder’s interest in the Exchangeable Shares (which shall be free and clear of all Liens, other than under the Can HoldCo Articles) and shall cease to be a Holder of those Exchangeable Shares;
(c) the Holder shall be deemed to be the holder of the MVS and/or SVS delivered to it; and
(d) the certificates held by the Holder previously representing the Exchangeable Shares shall be deemed to represent the MVS and/or SVS and other Automatic Exchange Right Consideration delivered to the Holder.
Automatic Exchange Right. In order that the holders of Exchangeable Shares (other than the Parent or any Subsidiary thereof) will be able to participate on a pro rata basis with the holders of Parent Common Stock in the distribution of assets of the Parent in connection with a Parent Liquidation Event, on the fifth Business Day prior to the effective date (the "Parent Liquidation Event Effective Date") of a Parent Liquidation Event all of the then outstanding Exchangeable Shares (other than Exchangeable Shares held by the Parent or any Subsidiary thereof) shall be automatically exchanged for shares of Parent Common Stock. To effect such automatic exchange, the Parent shall purchase each Exchangeable Share outstanding on the fifth Business Day prior to the Parent Liquidation Event Effective Date and held by a holder of Exchangeable Shares (other than the Parent or any Subsidiary thereof), and each such holder shall sell the Exchangeable Shares held by it at such time, for a purchase price per share equal to (a) the Current Market Price of a share of Parent Common Stock on the fifth Business Day prior to the Parent Liquidation Event Effective Date, which shall be satisfied in full by the Parent delivering to such holder one share of Parent Common Stock, plus (b) the Dividend Amount, if any.
Automatic Exchange Right