DUTIES OF EXCHANGE AGENT. For the purposes of this Clause 10, a “payment date” shall be each date on which the Issuer is obligated to remit funds to the Fiscal Agent pursuant to Clause 4.
1. The Exchange Agent shall:
(i) accept AUD by remittance to an account maintained by the Exchange Agent of the total amount of interest or principal due on any payment date on Notes held by Cede & Co. (as nominee of DTC) on the Record Date. The Exchange Agent shall be advised by DTC if any beneficial holders of the Notes held by Cede & Co. (as nominee of DTC) have elected to receive payment in AUD and, if so, the amount of Notes held by such holders and the accounts to which such payments in AUD are to be wired. On the payment date, the Exchange Agent shall wire payment in the appropriate AUD amounts to the accounts indicated. The remainder on such payment date shall be exchanged by the Exchange Agent pursuant to sub-clause (ii) below into U.S. dollars and, after deduction of any costs relating to such exchange, shall be paid to Cede & Co. (as nominee of DTC) on the payment date; and
(ii) on the London business day preceding the applicable payment date, enter into a contract for the purchase of U.S. dollars with the Specified Amount of AUD for settlement on such payment date. “Specified Amount” shall mean the aggregate amount of AUD payable to all Noteholders holding Notes through participants of DTC that have not elected to receive payments in AUD. The amount of U.S. dollars payable in respect of a particular payment under the DTC Global Note will be equal to the amount of AUD otherwise payable exchanged into U.S. dollars at the AUD/U.S.$ exchange rate obtained on the London business day prior to the relevant payment date, less any costs incurred by the Exchange Agent for such conversion (such costs to be shared pro rata among holders under the DTC Global Note accepting U.S. dollar payments in proportion of their respective holdings). If an exchange rate bid quotation is not so available, the Exchange Agent shall obtain a bid quotation from a leading foreign exchange bank in London selected by the Exchange Agent after consultation with the Issuer. If no bid quotation is so available, payment will be made in AUD to the account or accounts specified by DTC to the Exchange Agent. In this sub-clause (ii), the term “London business day” shall mean any day on which commercial banks and foreign exchange markets settle payments in London.
DUTIES OF EXCHANGE AGENT. This Section 4(c) shall apply only to definitive registered global Securities deposited with DTC pursuant to Section 1(f)(i). If payment of the principal of (or premium, if any) or interest on Securities of a Series is to be made in a currency other than the U.S. dollar (the “Foreign Currency”) and the Fiscal Agent is acting as exchange agent (the “Exchange Agent”), the Exchange Agent shall:
(i) accept the Foreign Currency by remittance to an account maintained by the Exchange Agent of the total amount of interest or principal (or premium, if any) due on any payment date on Securities held by DTC on the record date. The Exchange Agent shall be advised by DTC if any beneficial holders of the Securities of such Series held by DTC have elected to receive payment in Foreign Currency and, if so, the amount of Securities of such Series held by such holders and the accounts to which such payments in Foreign Currency are to be wired. On the payment date, the Exchange Agent shall wire payment in the appropriate Foreign Currency amounts to the accounts indicated. The remainder on such payment date shall be exchanged by the Exchange Agent pursuant to sub-clause (ii) below into U.S. dollars and, after deduction of any costs relating to such exchange, shall be paid to DTC on the payment date; and
(ii) at or prior to 11:00 a.m., New York City time, on the day which is two New York City business days (as defined below) preceding the applicable payment date, enter into a contract for the purchase of U.S. dollars with the Specified Amount (as defined below) of Foreign Currency and at the Specified Rate (as defined below) for settlement on such payment date. If an exchange bid quotation is not available from the Exchange Agent, the Exchange Agent will obtain a bid quotation from a leading foreign exchange bank in The City of New York selected by the Exchange Agent after consultation with the Issuer. In the event that no bid quotation from a leading foreign exchange bank in The City of New York selected by the Exchange Agent is available or the Exchange Agent is unable to convert the Foreign Currency into U.S. dollars, the Exchange Agent will notify DTC that the entire payment is to be made in Foreign Currency. “Specified Amount” shall mean the aggregate amount of Foreign Currency payable to all holders holding Securities of such Series through participants of DTC that have not elected to receive payments in Foreign Currency. “Specified Rate” shall mean the Exchange Agent’s ...
DUTIES OF EXCHANGE AGENT. The Exchange Agent is authorized and directed to perform the following functions contemplated by the Merger Agreement and the Letters of Transmittal (defined below):
DUTIES OF EXCHANGE AGENT. For the purposes of this Clause 11, a “payment date” shall be each date on which the Issuer is obligated to remit funds to the Fiscal Agent pursuant to Clause 4.1. The Exchange Agent shall:
(i) accept AUD by remittance to an account maintained by the Exchange Agent of the total amount of interest or principal due on any payment date on Notes held by Cede & Co. (as nominee of DTC) on the Record Date. On the payment date, such amount shall be exchanged by the Exchange Agent pursuant to sub-clause (ii) below into U.S. dollars and, after deduction of any costs relating to such exchange, shall be paid to Cede & Co. (as nominee of DTC) on the payment date; and
(ii) on the business day preceding the applicable payment date, enter into a contract for the purchase of U.S. dollars with the Specified Amount of AUD for settlement on such payment date. “Specified Amount” shall mean the aggregate amount of AUD payable to all Noteholders holding Notes through participants of DTC. The amount of U.S. dollars payable in respect of a particular payment under the DTC Global Note will be equal to the amount of AUD otherwise payable exchanged into U.S. dollars at the AUD/U.S.$ exchange rate determined by the Exchange Agent on the basis of its own internal foreign exchange conversion procedures, which conversion shall be conducted in a commercially reasonable manner and on a similar basis to that which the Exchange Agent would use to effect such conversion for its customers, less any costs incurred by the Exchange Agent for such conversion (such costs to be shared pro rata among holders under the DTC Global Note in proportion of their respective holdings). In this sub-clause (ii), the term “business day” shall mean any day on which commercial banks and foreign exchange markets settle payments in each of New York City and London.
DUTIES OF EXCHANGE AGENT. Exchange Agent's duties as Exchange Agent shall ------------------------ be as set forth in Article 3 of the Merger Agreement and as follows:
(a) Upon receipt of a Letter of Transmittal and related Certificates, Exchange Agent shall determine whether (i) the Letter of Transmittal has been properly completed, and (ii) the accompanying Certificate(s) are in proper order (including proper endorsement, if required). If the Letter of Transmittal and/or Certificates are not in proper order, Exchange Agent shall advise the presenter promptly.
(b) Exchange Agent shall also verify by examining stop transfer records to be furnished to Exchange Agent by Golden Isles as to lost, stolen, destroyed or otherwise invalid Certificates that no stop order has been issued against the Shares represented by the surrendered Certificates, the registration of the Certificates should be checked against the share registry books of Golden Isles at the Effective Time of the Merger.
(c) If Certificates are surrendered to Exchange Agent with instructions to deliver the check and/or the certificates of ABC Common Stock in a name other than the name of the record holder, Exchange Agent shall determine whether each such Certificate is properly endorsed or accompanied by an appropriate stock power and the signatures thereon are guaranteed by an eligible guarantor institution (bank, broker, savings and loan association or credit union) with membership in an approved Medallion Signature Guarantee Program pursuant to Rule 17Ad-15 of the Securities and Exchange Commission. Where a Letter of Transmittal is signed by a trustee, executor, administrator, guardian, officer of a corporation, attorney-in-fact or other person acting in a fiduciary capacity and the surrendered Certificate is not registered in the fiduciary's name, the Letter of Transmittal must be accompanied by proper evidence of the signer's authority to act. If more than one person is the record holder of the surrendered Certificate, each person must sign the Letter of Transmittal. Any necessary stock transfer stamps must be affixed to the Certificate, or funds in lieu thereof must be furnished to Exchange Agent.
(d) Exchange Agent shall promptly notify the Acquiror if a person submits a Letter of Transmittal to Exchange Agent and alleges that the Certificate or Certificates representing the Shares to which the Letter of Transmittal relates have been lost, stolen or destroyed. Exchange Agent shall then instruct such person as to the ...
DUTIES OF EXCHANGE AGENT. As Exchange Agent hereunder, you shall:
(a) have no duties or obligations other than those specifically set forth herein or as may be subsequently agreed to in writing by you and Ensource and no implied duties or obligations shall be read into this agreement against you.
(b) not be regarded as making any representation as to, and shall have no responsibility for the legality, validity, sufficiency, value or genuineness of any certificates for Depositary Units and you shall not be required to make any representations as to the legality, validity, sufficiency, value or genuineness of the Exchange Offer;
(c) not be obligated to take any legal action hereunder which might in your sole judgment require you to risk your own funds or incur any liability, unless you shall have been furnished with indemnity satisfactory to you;
(d) rely on and be protected in acting in reliance upon any certificate, instrument, opinion, notice, letter, facsimile transmission, telex, telegram or other document or security delivered to you and believed by you to be genuine and to have been signed by the proper party or parties;
(e) rely on and be protected in acting in reliance upon the oral or written instructions of Ensource or any other employee or representative of Ensource designated by Ensource with respect to any matter relating to your actions as Exchange Agent hereunder;
(f) consult with counsel satisfactory to you and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by you hereunder in good faith and in accordance with such advice or opinion of such counsel;
(g) have no obligation to make any payment as the Exchange Agent unless Ensource shall have provided the necessary available funds to make such payments;
(h) not be liable or responsible for any failure of Ensource to comply with any of its obligations relating to the Exchange Offer or Merger, including, without limitation, obligations under applicable securities laws; and
(i) shall not be liable for any error in judgment made in good faith by any officer, director, employee, agent or attorney in the course of performance or administration under this Agreement, unless it shall be proven that such officer, director, employee, agent or attorney was grossly negligent or acted with willful misconduct. The provisions of this section shall survive the termination of this Agreement or the resignation or removal of the Exchange Agen...
DUTIES OF EXCHANGE AGENT. The Exchange Agent shall:
(i) accept Euros by remittance to an account maintained by the Exchange Agent of the total amount of interest or principal due on any payment date on Notes held by Cede & Co. (as nominee of DTC) on the Record Date. The Exchange Agent shall be advised by Cede & Co. (as nominee of DTC) if any beneficial holders of the Notes held by Cede & Co. (as nominee of DTC) have elected to receive payment in Euros and, if so, the amount of Notes held by such holders and the accounts to which such payments in Euros are to be wired. On the payment date, the Exchange Agent shall wire payment in the appropriate Euro amounts to the accounts indicated. The remainder on such payment date shall be exchanged by the Exchange Agent pursuant to sub-clause (ii) below into U.S. dollars and, after deduction of any costs relating to such exchange, shall be paid to Cede & Co. (as nominee of DTC) on the payment date; and
(ii) at or prior to 11:00 a.m., London time, on the second London business day preceding the applicable payment date, enter into a contract for the purchase of U.S. dollars with the Specified Amount of Euros for settlement on such payment date. "SPECIFIED AMOUNT" shall
DUTIES OF EXCHANGE AGENT. The Exchange Agent shall perform ------------------------- the following duties on the dates described below, as defined in the Stock Option Agreement:
A. On the Effective Date, the Exchange Agent shall accept into its Attorney Trust Account from the Stockholder all of the stock certificates representing the Common Stock. Upon the Exchange Agent's receipt of such, the Exchange Agent shall acknowledge in writing to the Stockholder the receipt thereof and shall hold such in accordance with the terms of this Escrow Agreement.
B. Upon the Exchange Agent's proper notification of an Optionee's exercise of an Option or Options during an applicable Exercise Period, without any further action on the part of the Optionee or the Stockholder, the Exchange Agent shall deliver to each Optionee the stock certificates representing the Common Stock, as described on Schedule 1.1 attached to the Stock Option Agreement.
C. The parties hereto agree that each closing between each Optionee and the Stockholder shall be deemed to be a separate and distinct transaction, and that the failure of one such closing transaction to occur between an Optionee and the Stockholder, for any reason whatsoever, shall not affect any other closing between the Stockholder and any other Optionee.
D. Upon the expiration of the exercise period of any unexercised Option, without further action by any party, the Exchange Agent shall promptly return to the Stockholder, the stock certificates representing the shares of Common Stock, that was underlying the expired Option.
E. Upon the performance of the duties described above, the Exchange Agent shall, without further action by any party, be released from all duties hereunder. The Exchange Agent shall have no responsibility under this Agreement except for the performance of its express duties hereunder.
DUTIES OF EXCHANGE AGENT. The Exchange Agent shall perform the following duties on the dates described below pursuant to the Addendum to Consulting Agreement:
A. On the date of execution of this Exchange Agreement, the Exchange Agent shall accept from the Consultant: (i) certificate number 1069 for 250,000 shares of Company common stock, along with properly executed stock powers, bank medallion signature guaranteed; (ii) certificate number 1080 for 250,000 shares of Company common stock, along with properly executed stock powers, bank medallion signature guaranteed; and (iii) an executed copy of the Mutual Release.
B. On the date of execution of this Exchange Agreement, the Exchange Agent shall accept written verification from the Company transfer agent of the Company transfer agent’s receipt of (a) certificate number 1076 for 250,000 shares of Company common stock, and (b) instructions authorizing the tendering of the certificate free delivery to the Company transfer agent with instructions and authorization by Consultant to cancel such shares.
C. On the date of execution of this Exchange Agreement, the Exchange Agent shall accept from the Company (i) a Company check in the amount of $18,000 made payable to Xxxxxxxx Ventures, LLC; and (ii) an executed copy of the Mutual Release.
D. Upon the Exchange Agent's receipt of such, the Exchange Agent shall acknowledge via email to each of the Company and the Consultant the receipt thereof and shall hold such in accordance with the terms of this Exchange Agreement.
E. On the date of the delivery to the Exchange Agent of all of the items described in paragraphs 4.A. and 4.B., above, without any further action on the part of the Company or the Consultant, the Exchange Agent shall:
(a) arrange to deliver to the Company via Federal Express (i) the stock certificates representing the 500,000 shares of Company common stock along with their properly executed stock powers, bank medallion signature guaranteed; and (ii) the executed Mutual Release; and
(b) arrange to deliver to the Consultant via Federal Express: (i) the Company check in the amount of $18,000 made payable to Xxxxxxxx Ventures, LLC; and (ii) the executed Mutual Release.
C. Upon the performance of the duties described above, the Exchange Agent shall, without further action by any party, be released from all duties hereunder. The Exchange Agent shall have no responsibility under this Agreement except for the performance of its express duties hereunder.
DUTIES OF EXCHANGE AGENT. The Exchange Agent shall perform ------------------------- the following duties on the dates described below, as defined in the Stock Option Agreement:
A. On the Effective Date, the Exchange Agent shall accept into its Attorney Trust Account from the Stockholder all of the stock certificates representing the Common Stock. Upon the Exchange Agent's receipt of such, the Exchange Agent shall acknowledge in writing to the Stockholder the receipt thereof and shall hold such in accordance with the terms of this Escrow Agreement.
