Exchange Agent Instructions Clause Samples

Exchange Agent Instructions. 14 SECTION 3.5

Exchange Agent Instructions. At the Effective Time, Omnipoint shall instruct the Exchange Agent to (i) issue the certificates representing the Merger Shares to the Holders of Certificates that, immediately prior to the Effective Time, represented issued and outstanding shares of Company Common STOCK and (ii) pay the Exchange Amount to the Holders of Certificates that, immediately prior to the Effective time, represented issued and outstanding shares of Company Preferred Stock; in each case, in accordance with the terms and conditions of this Article 3.

Exchange Agent Instructions. In carrying out its Exchange Agent Duties, the Agent is to act in accordance with the following instructions: (1) The Agent will perform such duties, and only such duties, as are specifically set forth in the section of the Prospectus captioned "The Exchange Offer," the Letter of Transmittal or this Agreement. (2) Letters of Transmittal received by the Agent shall be stamped by the Agent as to the date of receipt and shall be preserved by the Agent for a period of time at least equal to the period of time the Agent preserves other records pertaining to the transfer of the New Notes and the FNB Notes (together, the "Securities"). The Agent will examine each of the Letters of Transmittal and FNB Notes and any other documents received by it from holders of FNB Notes, to ascertain whether: (i) on their face the Letters of Transmittal and any such other documents are duly executed and properly completed in accordance with instructions set forth therein, and (ii) the FNB Notes have otherwise been properly tendered. In each case where the Letter of Transmittal or any other document has been improperly completed or executed or any of the FNB Notes are not in proper form for transfer or some other irregularity in connection with the acceptance of the Exchange Offer exists, the Agent will endeavor to inform the tendering holder of the need for fulfillment of all requirements, and to take any other action as may be necessary or advisable to cause such irregularity to be corrected. (3) Tenders of FNB Notes may be made only as set forth in the section of the Prospectus captioned "The Exchange Offer - Procedures for Tendering FNB Notes," and pursuant to properly completed and executed Letters of Transmittal, and FNB Notes shall be considered properly tendered only when tendered in accordance with the procedures set forth therein. With the approval of an authorized officer of Regency Consumer Financial Services Inc., the general partner of FNB Financial Services (the "General Partner"), an authorized officer of FNB or any other person designated in writing by FNB Financial Services or FNB (each a "Designated Officer"), the Agent is authorized to waive any irregularities in connection with any tender of FNB Notes pursuant to the Exchange Offer. Notwithstanding the provisions of this paragraph, FNB Notes that any Designated Officer shall approve as having been properly tendered shall be considered to be properly tendered. (4) If requested by FNB Financial Services or FNB, ...