Election to Exchange Sample Clauses

Election to Exchange. The election of the Company to exchange Capital Securities for Debt Securities pursuant to Section 1403 shall be evidenced by a Board Resolution.
Sample 1Sample 2Sample 3See All (12)
AutoNDA by SimpleDocs
Election to Exchange. The election of the Company to exchange Capital Securities for Debt Securities pursuant to Section 1503 shall be evidenced by a Board Resolution.
Sample 1Sample 2See All (4)
Election to Exchange. All Psy-Ed Common Shares for East Coast Common Shares.
Sample 1
Election to Exchange. 79 Section 1507. Deposit of Capital Exchange Price.....................................................79
Sample 1
Election to Exchange. 5.1 Both Buyer and Seller agree to accommodate each other in effecting a tax deferred exchange under Internal Revenue Code ss. 1031. Each party shall have the right, expressly reserved herein, to elect a tax deferred exchange at any time before the Closing Date (including, without limiting the foregoing, Seller's right to substitute an accommodating party as seller of all or any portion of the Property); provided, however, that the sale of the Property shall not be predicated or conditioned on any exchange, and without in any way limiting the foregoing, the Close of Escrow shall not be contingent, delayed or otherwise subject to the closing of any other escrow. Neither party shall be required to take title to any real property other than the Property, to accommodate the other party's exchange. 5.2 If a party elects to effect a tax deferred exchange, the other party shall promptly execute all amendments to this Agreement, escrow instructions pertaining to the exchange and all other documents as may be necessary to carry out such an exchange; provided, however, that the accommodating party shall have the right to approve any and all such documents (which approval shall not be unreasonably withheld), and the accommodating party shall have no liability to the other party or to any other person for any act or omission, condition, representation, warranty, defect in title, or other matter concerning the exchange. 5.3 Neither party shall be obligated to incur any greater cost or expense due to the other party's exchange than would have been the case in a purchase of the Property as otherwise specified in this Agreement. Buyer and Seller shall each hold the other harmless from any liability, damages, or costs, including reasonable attorneys' fees, that may arise from the accommodating party's participation in an exchange.
Sample 1
Election to Exchange. To elect to exchange Trust Voting Shares for shares of Limited Common Stock, the Trust shall (i) deliver to the Company’s transfer agent at the office of the transfer agent for the Trust Voting Shares (or at the principal office of the Company if the Company serves as its own transfer agent) a written notice (which notice may be electronic) setting forth the number, class and series of Trust Voting Shares that the Trust has elected to exchange and, if applicable, any event on which such exchange is to be contingent (such notice, the “Exchange Notice”) and (ii) if such Trust Voting Shares are certificated, surrender the certificate or certificates for such Trust Voting Shares (or, if the Trust alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Company to indemnify the Company against any claim that may be made against the Company on account of the alleged loss, theft or destruction of such certificate), at the office of the transfer agent for the Trust Voting Shares (or at the principal office of the Company if the Company serves as its own transfer agent). If required by the Company, any certificates surrendered for exchange shall be endorsed or accompanied by a written instrument or instruments of transfer, in form reasonably satisfactory to the Company, duly executed by the Trust or its attorney duly authorized in writing.
Sample 1
Election to Exchange. Each Party reserves the right, at any time before the Closing, to convert this transaction into an exchange which qualifies for non-recognition of gain under Internal Revenue Code Section 1031 and applicable provisions of the California Revenue and Taxation Code, including an Exchange subject to the procedures outlined in Treasury Regulation Section 1.1031(k)-1 and/or Internal Revenue Service Revenue Procedure 2000-37. In such event, the Party intending to conduct the tax-deferred exchange (the “Exchanging Party”) shall provide written notice of the same to the other Party (the “Cooperating Party”). The Exchanging Party shall have the right at any time prior to Closing to assign its rights under this Agreement to a qualified intermediary (as that term is defined in Treasury Regulation Section 1.1031(k)-1(g)(4)(v)) or an exchange accommodation titleholder (as that term is defined in Internal Revenue Service Revenue Procedure 2000-37) to effect an exchange. In connection with any such exchange, any exchange accommodation title holder shall have taken all steps necessary to own the Property under applicable law. The Cooperating Party agrees to accommodate the Exchanging Party in effecting such tax-deferred exchange by promptly executing any amendments to this Agreement, escrow instructions relating to the exchange, or any other documents as may be necessary to carry out such exchange. Each Party acknowledges and agrees that neither an assignment of a party’s rights under this Agreement for purposes of an exchange nor any other actions taken by a Party or any other person in connection with the exchange shall release any Party from, or modify, any of their respective liabilities and obligations (including indemnity obligations to each other) under this Agreement, and no Party makes any representations as to any particular tax treatment that may be afforded to any other Party by reason of such assignment or any other actions taken in connection with the exchange. The Parties agree that: (a) in no event shall the consummation of this transaction be contingent or predicated upon such exchange; (b) the Closing shall not be extended or delayed by such exchange, or otherwise subject to the closing of any other escrow; (c) the Cooperating Party shall not be required to incur any liability or expense in connection with such exchange; (d) the Property shall be conveyed by direct deed from Seller to Buyer (or, if applicable, an exchange accommodation title holder); (e) ...
Sample 1
AutoNDA by SimpleDocs

Related to Election to Exchange

  • Election to Exercise To exercise the Option, the Participant (or in the case of exercise after the Participant’s death or incapacity, the Participant’s executor, administrator, heir or legatee, as the case may be) must deliver to the Company an executed stock option exercise agreement in such form as is approved by the Committee from time to time (the “Exercise Agreement”), which shall set forth, inter alia: (a) the Participant’s election to exercise the Option; (b) the number of Shares of Common Stock being purchased; (c) any restrictions imposed on the Shares; and (d) any representations, warranties and agreements regarding the Participant’s investment intent and access to information as may be required by the Company to comply with applicable securities laws. If someone other than the Participant exercises the Option, then such person must submit documentation reasonably acceptable to the Company verifying that such person has the legal right to exercise the Option.

  • FORM OF ELECTION TO EXERCISE (To be exercised by the registered holder if such holder desires to exercise the Rights Certificate.) TO: The undersigned hereby irrevocably elects to exercise whole Rights represented by the attached Rights Certificate to purchase the Common Shares or other securities, if applicable, issuable upon the exercise of such Rights and requests that certificates for such securities be issued in the name of: (Name) (Address) (City and Province) Social Insurance Number or other taxpayer identification number. If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: (Name) (Address) (City and Province) Social Insurance Number or other taxpayer identification number. Dated: Signature Guaranteed: Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.) Signature must be guaranteed by a major Schedule 1 Canadian chartered bank, a member of a recognized stock exchange or a member of a recognized Medallion Guarantee Program. The undersigned party exercising Rights hereunder, hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or a Person acting jointly or in concert with an Acquiring Person or an Affiliate or Associate thereof. Capitalized terms shall have the meaning ascribed thereto in the Shareholder Rights Agreement.

  • Election to Purchase (To Be Executed Upon Exercise of Warrant)

  • Election to Redeem; Notice to Trustee The election of the Company to redeem any Securities shall be evidenced by a Board Resolution or in another manner specified as contemplated by Section 301 for such Securities. In case of any redemption at the election of the Company of less than all the Securities of any series (including any such redemption affecting only a single Security), the Company shall, at least 60 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the principal amount of Securities of such series to be redeemed and, if applicable, of the tenor of the Securities to be redeemed. In the case of any redemption of Securities prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers' Certificate evidencing compliance with such restriction.

  • FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate.) TO: VERADIGM INC. The undersigned hereby irrevocably elects to exercise ______ Rights represented by this Rights Certificate to purchase the shares of Preferred Stock issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that certificates for such shares (or other securities) be issued in the name of and delivered to: Please insert social security or other identifying number: ______________________ ________________________________________________________________ (Please print name and address) ________________________________________________________________ If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number: ______________________ (Please print name and address) _________________________________________________________________ Dated: ______________, _______ Signature Signature Guaranteed:

  • Tender and Exchange Offers; Redemption, Replacement or Cancellation of Deposited Securities (a) The Depositary shall not tender any Deposited Securities in response to any voluntary cash tender offer, exchange offer or similar offer made to holders of Deposited Securities (a “Voluntary Offer”), except when instructed in writing to do so by an Owner surrendering American Depositary Shares and subject to any conditions or procedures the Depositary may require. (b) If the Depositary receives a written notice that Deposited Securities have been redeemed for cash or otherwise purchased for cash in a transaction that is mandatory and binding on the Depositary as a holder of those Deposited Securities (a “Redemption”), the Depositary, at the expense of the Company, shall (i) if required, surrender Deposited Securities that have been redeemed to the issuer of those securities or its agent on the redemption date, (ii) Disseminate a notice to Owners (A) notifying them of that Redemption, (B) calling for surrender of a corresponding number of American Depositary Shares and (C) notifying them that the called American Depositary Shares have been converted into a right only to receive the money received by the Depositary upon that Redemption and those net proceeds shall be the Deposited Securities to which Owners of those converted American Depositary Shares shall be entitled upon surrenders of those American Depositary Shares in accordance with Section 2.5 or 6.2 and (iii) distribute the money received upon that Redemption to the Owners entitled to it upon surrender by them of called American Depositary Shares in accordance with Section 2.5 (and, for the avoidance of doubt, Owners shall not be entitled to receive that money under Section 4.1). If the Redemption affects less than all the Deposited Securities, the Depositary shall call for surrender a corresponding portion of the outstanding American Depositary Shares and only those American Depositary Shares will automatically be converted into a right to receive the net proceeds of the Redemption. The Depositary shall allocate the American Depositary Shares converted under the preceding sentence among the Owners pro-rata to their respective holdings of American Depositary Shares immediately prior to the Redemption, except that the allocations may be adjusted so that no fraction of a converted American Depositary Share is allocated to any Owner. A Redemption of all or substantially all of the Deposited Securities shall be a Termination Option Event. (c) If the Depositary is notified of or there occurs any change in nominal value or any subdivision, combination or any other reclassification of the Deposited Securities or any recapitalization, reorganization, sale of assets substantially as an entirety, merger or consolidation affecting the issuer of the Deposited Securities or to which it is a party that is mandatory and binding on the Depositary as a holder of Deposited Securities and, as a result, securities or other property have been or will be delivered in exchange, conversion, replacement or in lieu of, Deposited Securities (a “Replacement”), the Depositary shall, if required, surrender the old Deposited Securities affected by that Replacement of Shares and hold, as new Deposited Securities under this Deposit Agreement, the new securities or other property delivered to it in that Replacement. However, the Depositary may elect to sell those new Deposited Securities if in the opinion of the Depositary it is not lawful or not practical for it to hold those new Deposited Securities under this Deposit Agreement because those new Deposited Securities may not be distributed to Owners without registration under the Securities Act of 1933 or for any other reason, at public or private sale, at such places and on such terms as it deems proper and proceed as if those new Deposited Securities had been Redeemed under paragraph (b) above. A Replacement shall be a Termination Option Event. (d) In the case of a Replacement where the new Deposited Securities will continue to be held under this Deposit Agreement, the Depositary may call for the surrender of outstanding Receipts to be exchanged for new Receipts specifically describing the new Deposited Securities and the number of those new Deposited Securities represented by each American Depositary Share. If the number of Shares represented by each American Depositary Share decreases as a result of a Replacement, the Depositary may call for surrender of the American Depositary Shares to be exchanged on a mandatory basis for a lesser number of American Depositary Shares and may sell American Depositary Shares to the extent necessary to avoid distributing fractions of American Depositary Shares in that exchange and distribute the net proceeds of that sale to the Owners entitled to them. (e) If there are no Deposited Securities with respect to American Depositary Shares, including if the Deposited Securities are cancelled, or the Deposited Securities with respect to American Depositary Shares have become apparently worthless, the Depositary may call for surrender of those American Depositary Shares or may cancel those American Depositary Shares, upon notice to Owners, and that condition shall be a Termination Option Event.

  • Notification to Holders Upon termination of the Master Servicer or appointment of a successor to the Master Servicer, in each case as provided herein, the Trustee shall promptly mail notice thereof by first class mail to the Securities Administrator and the Certificateholders at their respective addresses appearing on the Certificate Register. The Trustee shall also, within 45 days after the occurrence of any Event of Default known to the Trustee, give written notice thereof to the Securities Administrator and the Certificateholders, unless such Event of Default shall have been cured or waived prior to the issuance of such notice and within such 45-day period.

  • Option to Expand On or before expiration of the sixth (6th) month of the term, Tenant shall be required to lease the remainder 3,942 square feet of Rentable Space on the third (3rd) floor, at the same rental rate then being paid for the initial Premises. In addition, Tenant will have the right to expand during the first 6 months by leasing the approximately 15,165 square feet of Rental Space on the fourth (4th) floor (the “4th Floor Space”) as identified on Exhibit “B-1” attached to this Lease and incorporated herein by reference at the same rental rate then being paid in the initial Premises; provided, however, Landlord will continue to keep the 4th Floor Space available for lease to Tenant for one additional period of three (3) months (a total of nine months following the commencement date), but if Tenant elects to lease the 4th Floor Space between the expiration of the sixth (6) month and commencement of the ninth (9th) month following commencement of the Lease, the rental rate shall be increased by twenty-five cents (.25¢) per square foot, and Tenant improvements dollars will decline on a pro rata basis based on the remaining length of the term. If the Tenant does not elect to lease the fourth (4th) floor space during the initial nine (9) months following commencement of the Lease, Tenant shall have the right of first refusal to lease the 4th Floor Space in the event that Landlord receives an offer to lease the space, and any such right of first refusal shall be on the exact terms received and approved by Landlord from a third party offering to lease the 4th Floor Space. Tenant shall have the option to lease at then current market rental rates any additional space which is available in 5,000 rsf increments consisting of the area which is available on the second (2nd) and fifth (5th) floors designated and referred to as the “Expansion Space”, at any time during the lease term (the “Effective Date”) and ending on the expiration of the Lease Term (unless sooner terminated pursuant to the terms of this Lease, and subject to any rights of extension contained in this Lease) by delivering written notice to Landlord, provided that at the time of such notice and on the Effective Date, no event of default, as defined in Paragraph 25 of this Lease, shall have occurred and remain uncured beyond any applicable cure period. Once Tenant shall exercise an expansion option, Tenant may not thereafter revoke such exercise. Tenant’s failure to timely exercise an expansion option for any reason whatsoever shall conclusively be deemed a waiver of such expansion option. Notwithstanding anything to the contrary contained herein, Tenant’s option shall be subject to a determination by Landlord, in Landlord’s discretion, that Tenant’s financial condition at the time it makes such election is sufficient to meet its financial obligation associated with the Offered Space.

  • Transfer Exchange and Replacement of Warrant Issuance of Warrant ------------------------------------------------------------------- Shares. ------

  • OPTION TO ELECT REPAYMENT The undersigned hereby irrevocably request(s) and instruct(s) the Company to repay this Security (or portion hereof specified below) pursuant to its terms at a price equal to 100% of the principal amount hereof to be repaid, together with accrued and unpaid interest hereon, payable to the date of repayment, to the undersigned, at . (Please print or typewrite name and address of the undersigned) For this Security to be repaid, the undersigned must give to the Trustee at 000 Xxxx Xxxxxx - Xxxxx 0000, Xxx Xxxx, XX 00000, Attn: Corporate Trust Administration, or at such other place or places of which the Company shall from time to time notify the Holders of the Securities, not more than 60 days nor less than 30 days prior to the date of repayment, this Security with this "Option to Elect Repayment" form duly completed. If less than the entire principal amount of this Security is to be repaid, specify the portion hereof (which shall be increments of US$1,000) which the holder elects to have repaid and specify the denomination or denominations (which shall be an Authorized Denomination) of the Securities to be issued to the holder for the portion of this Security not being repaid (in the absence of any such specification, one such Security will be issued for the portion not being repaid): US$ Signature Dated: NOTICE: The signature on this "Option to Elect Repayment" form must correspond with the name as written upon the face of the within Security in every particular, without alteration or enlargement or any change whatsoever. NOTICE: The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations, and credit unions with membership in an approved signature guarantee medallion program), pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. The following abbreviations, when used in the inscription on the face of the within Security, shall be construed as though they were written out in full according to applicable laws or regulations. TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT- Custodian (Cust) (Minor) FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(a) unto: PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER OF ASSIGNEE the within Security and all rights thereunder, and hereby irrevocably constitutes and appoints to transfer said Security on the books of the Company, with full power of substitution in the premises. Dated:

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!