Cashless Settlement. Notwithstanding anything to the contrary contained in this Agreement, any Lender may exchange, continue or rollover all or a portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent and such Lender.
Cashless Settlement. Notwithstanding anything to the contrary contained in this Agreement, any Purchaser may exchange, continue, or rollover all or a portion of its Notes in connection with any refinancing, extension, modification, or similar transaction permitted by the terms of this Agreement pursuant to a cashless settlement mechanism approved by Company and such Purchaser.
Cashless Settlement. Notwithstanding anything to the contrary contained in this Agreement, any Lender may exchange, continue or rollover all or a portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent and the applicable Lender and such cashless settlement shall be deemed to comply with any requirement hereunder or any other Loan Document that any payment be made “in Dollars” (or any Alternative Currency), “in immediately available funds”, “in cash” or any other similar requirement.
Cashless Settlement. Notwithstanding anything to the contrary contained in this Agreement, any Senior Lender may exchange, continue or rollover all or a portion of its Senior Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent and such Senior Lender.
Cashless Settlement. If Cashless Settlement applies to such exercise, a number of shares of Common Stock equal to the greater of (x) zero; and (y) an amount equal to: where: WE = the Warrant Entitlement in effect immediately after the Close of Business on the Exercise Date for such exercise; VP = the Last Reported Sale Price per share of Common Stock on the Exercise Date for such exercise; and SP = the Strike Price in effect immediately after the Close of Business on such Exercise Date.
Cashless Settlement. If Cash Settlement is elected, the undersigned shall tender payment of the Exercise Price therefor in accordance with instructions received from the Warrant Agent. Please check below if this exercise is contingent upon a Liquidity Event in accordance with Section 3.2(e) of the Warrant Agreement. This exercise is being made in connection with a Liquidity Event; provided, that in the event that such transaction shall not be consummated, then this exercise shall be deemed revoked. THIS EXERCISE NOTICE MUST BE DELIVERED TO THE WARRANT AGENT PRIOR TO THE EXPIRATION TIME. THE WARRANT AGENT SHALL NOTIFY YOU OF THE ADDRESS AND PHONE NUMBER WHERE YOU CAN CONTACT THE WARRANT AGENT AND TO WHICH WARRANT EXERCISE NOTICES ARE TO BE SUBMITTED. All capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Warrant Agreement. Dated: Name: (Please Print) (Insert Social Security or Other Identifying Number of Warrantholder) Address: Signature (Signature must conform in all respects to name of Warrantholder as specified on the face of this Warrant Certificate and must bear a signature guarantee by a bank, trust company or member firm of a U.S. national securities exchange.) Signature Guaranteed: Instructions (i) as to denominations and names of Common Shares issuable upon exercise and as to delivery of such securities and any other property issuable upon exercise and (ii) if applicable, as to Warrant Certificates evidencing unexercised Warrants: EXHIBIT C Fee Schedule The Company shall pay the Warrant Agent for performance of its services under this Warrant Agreement such compensation as shall be agreed in writing between the Company and the Warrant Agent.
Cashless Settlement. (a) Each Lender that has elected on its respective signature page to this Agreement to exchange its Term Loans under the 2015 Credit Agreement (each an “Existing Rollover Term Loan”) for Term B Loans (each such Lender, a “Rolling Lender”) hereby agrees that such exchange shall occur on the Closing Date with and pursuant to the terms set forth in the Cashless Settlement Letter in the form of Exhibit M hereto. Each Rolling Lender authorizes and instructs DBNY to enter into the Cashless Settlement Letter on such Rolling Lender’s behalf.
Cashless Settlement. (If Physical Settlement) Aggregate Strike Price Delivery Method (check all that apply): ☐ Cash in an amount equal to $ . ☐ Series B Extinguishment of * shares of Series B Preferred Stock. (Optional) Identify account within the United States to which any cash Exercise Consideration will be wired: Bank Routing Number: SWIFT Code: Bank Address: Account Number: Account Name: Date: (Legal Name of Holder) By: Name: Title: * Must be a whole number. † The availability of Cashless Settlement is subject to Section 5(d)(v) of the Warrant Agreement. ASSIGNMENT FORM Xxxxxxx-Xxxxxx Holdings, Inc. Subject to the terms of the Warrant Agreement, the undersigned Holder of the Warrant(s) identified below assigns (check one): ☐ all of the Warrants ☐ 1 Warrant(s) identified by Certificate No. , and all rights thereunder, to: Name: Address: Social security or tax identification number: and irrevocably appoints: as agent to transfer the within Warrant(s) on the books of the Company. The agent may substitute another to act for him/her. Date: (Legal Name of Holder) By: Name: Title: 1 Must be a whole number. EXHIBIT B FORM OF RESTRICTED SECURITY LEGEND THE OFFER AND SALE OF THIS SECURITY AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS SECURITY AND SUCH SHARES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT THAT IS EFFECTIVE UNDER THE SECURITIES ACT; OR (B) PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. EXHIBIT C FORM OF TRANSFER RESTRICTION LEGEND TRANSFERS, PLEDGES OR OTHER DISPOSITIONS HEREOF, OR OF ANY BENEFICIAL OR OTHER INTEREST HEREIN, ARE SUBJECT TO RESTRICTIONS SET FORTH IN THE WARRANT AGREEMENT REFERRED TO HEREIN. ANY PURPORTED TRANSFER, PLEDGE OR OTHER DISPOSITION IN VIOLATION OF SUCH RESTRICTIONS WILL BE VOID AND OF NO FORCE OR EFFECT.
Cashless Settlement. Each of the Existing Lenders executing and delivering an Authorization that does not decline a cashless settlement (each, a “Cashless Authorization”) is a Lender of record holding as of the date of its Cashless Authorization the principal amount set forth in the Register of Initial Term B Loans outstanding (which excludes accrued interest and other non-principal amounts owing, if any) under the Credit Agreement (with respect to such Existing Lender, such principal amount, the “Existing Principal” and such Loans, the “Existing Loans”) and has not declined a cashless settlement in its Cashless Authorization. Pursuant to this Agreement, the Tranche B-1 Term Lenders will make new Tranche B-1 Term Loans under the Credit Agreement to the Borrower for the purpose of prepaying in full the Existing Loans. The Borrower hereby offers to each Existing Lender to exchange the Allocated Amount (as defined below) of the Existing Loans held by such Existing Lender on the Effective Date for Tranche B-1 Term Loans in an aggregate principal amount equal to the Allocated Amount so exchanged, which shall be evidenced and governed by the Credit Agreement and the related Loan Documents as defined therein (such Allocated Amount so exchanged, the “Allocated Loans”), and each Existing Lender providing a Cashless Authorization hereby agrees to accept such offer of exchange.
Cashless Settlement. Notwithstanding anything to the contrary contained in this Agreement, any Lender may exchange, continue or rollover all or a portion of its Loans of any Class in connection with any refinancing, extension, loan modification or similar transaction with respect to such Class of Loans that is permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent and such Lender. 100 Each of the parties hereto have caused a counterpart of this Agreement to be duly executed as of the date first above written. HEALTHPEAK PROPERTIES, INC., as Borrower By: /s/ Pxxxx X. Xxxxx Name: Pxxxx X. Xxxxx Title: Chief Financial Officer Healthpeak Term Loan Agreement BANK OF AMERICA, N.A., as Administrative Agent By: /s/ Lxxxxxx Xxxxx Name: Lxxxxxx Xxxxx Title: Vice President Healthpeak Term Loan Agreement BANK OF AMERICA, N.A., as a Lender By: /s/ Dxxxxx Xxxxxx Name: Dxxxxx Xxxxxx Title: Director Healthpeak Term Loan Agreement WXXXX FARGO BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Axxxxx X. Xxxx Name: Axxxxx X. Xxxx Title: Managing Director THE BANK OF NOVA SCOTIA, as a Joint Lead Arranger, Co-Syndication Agent and a Lender By: /s/ Rxxx Xxxx Name: Rxxx Xxxx Title: Managing Director Healthpeak Term Loan Agreement PNC BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Jxxxx X. Xxxxxxx Name: Jxxxx X. Xxxxxxx Title: Senior Vice President Healthpeak Term Loan Agreement TRUIST BANK, as a Lender By: /s/ Txx Xxxxxx Name: Txx Xxxxxx Title: Vice President Healthpeak Term Loan Agreement MIZUHO BANK, LTD., as a Lender By: /s/ Dxxxx XxXxxxxxxxx Name: Dxxxx XxXxxxxxxxx Title: Executive Director Regions Bank, as a Lender By: /s/ Mxxx Xxxxxxxx Name: Mxxx Xxxxxxxx Title: Managing Director THE TORONTO-DOMINION BANK, NEW YORK BRANCH, as a Lender By: /s/ Mxxxx Xxxxxxxxxxx Name: Mxxxx Xxxxxxxxxxx Title: Authorized Signatory BARCLAYS BANK PLC, as a Lender By: /s/ Cxxxxxxx Xxxxxxxx Name: Cxxxxxxx Xxxxxxxx Title: Vice President Credit Agricole Corporate and Investment Bank, as a Lender By: /s/ Gxxxxx Xxx Name: Gxxxxx Xxx Title: Director By: /s/ Jxxx Xxxx Name: Jxxx Xxxx Title: Director CREDIT SUISSE AG, NEW YORK BRANCH, as a Lender By: /s/ Dxxxxx Xxxx Name: Dxxxxx Xxxx Title: Authorized Signatory By: /s/ Mxxxxxx Xxxxxxxxxxxxx Name: Mxxxxxx Xxxxxxxxxxxxx Title: Authorized Signatory GXXXXXX SXXXX BANK USA, as a Lender By: /s/ Jxxxxxxx Xxxxxxx Name: Jxxxxxxx Xxxxxxx Title: Authorized Signatory Healthpeak Term Loan Agreement Huntingto...
