Exchange Election Sample Clauses

Exchange Election. If on or before the Closing Date SELLER has notified PURCHASER of its election to effect an exchange of the PROPERTY or portions of the PROPERTY for properties of a like-kind pursuant to section 1031 of the Internal Revenue Code of 1986, as amended, then at Closing:
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Exchange Election. During the period commencing on the closing of the Additional Funding and ending on the earlier to occur of (x) June 30, 2009 and (y) the fifth (5th) Business Day following the closing of the Additional Funding, the Company may, by written notice to each of the Investors during such period, elect to consummate the Exchange (as defined below) (the "Exchange Election").
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Exchange Election. At the Purchaser’s election, the Purchaser may cause the Shareholders to exchange their Notes for shares of Purchase Stock (“Exchange Election”). The shares of Purchaser Common Stock that are issuable to the Shareholder pursuant to an Exchange Election are referred to herein as the “Exchange Shares”. The number of Exchange Shares that the Purchaser will issue to each Shareholder in exchange for the Note held by such Shareholder will equal the quotient obtained by dividing (i) the principal and accrued but unpaid interest on such Note by (ii) the Share Price. To exercise the Exchange Election, the Purchaser shall send written notice to each Shareholder (“Election Notice”), which Election Notice shall state the number Exchange Shares that will be issued to the Shareholder and the date that the exchange will take place, which exchange date must be a date within ten (10) business days after the date the Election Notice is delivered (the date of the exchange, the “Exchange Date”). The Purchaser covenants and undertakes to not engage in any Subdebt Issuance or issue any Purchaser Common Stock pursuant to the Warrant Exchange Agreement described in Section 1.2.2 (or any successor or similar agreement among the parties thereto) unless the Purchaser has issued or simultaneously issues to the Shareholders all of the Exchange Shares and thereby fully redeems the Promissory Note.
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Exchange Election. Subject to the applicable procedures of DTC in the case of Global Notes, a Holder electing to not have its Notes redeemed pursuant to this Article 16 must deliver to the Paying Agent a written notice of election so as to be received by the Paying Agent prior to the close of business on the second Business Day immediately preceding the Redemption Date; provided that a Holder that complies with the requirements for exchange in Section 14.02(b) shall be deemed to have delivered a notice of its election to not have its Notes so redeemed. A Holder may withdraw any notice of election (other than such a deemed notice of election in connection with an exchange) by delivering to the Paying Agent a written notice of withdrawal prior to the close of business on the Business Day immediately preceding the Redemption Date (or, if the Company fails to pay the Redemption Price on the Redemption Date, such later date on which the Redemption Price has been paid or duly provided for). If no election is made or deemed to have been made, the Holder shall have its Notes redeemed without any further action.
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Exchange Election. 4 (a) PAYMENT.............................................................5 (b) CONVEYANCE..........................................................5 (c) NON-FOREIGN AFFIDAVITS..............................................5
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Exchange Election. Section 7.01. Right To Exchange 16 Section 7.02. Exchange Closing 17 Section 7.03. Effect Of Exchange 17 Section 7.04. Definitions 18 ARTICLE 8 Termination Section 8.01. Grounds for Termination 18 Section 8.02. Effect of Termination 19 ARTICLE 9
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Exchange Election. 4 (a) Payment................................................................................................4 (b) Conveyance.............................................................................................4 (c) Non-foreign Affidavits.................................................................................4 (d) 3-D Seismic License....................................................................................4
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Exchange Election 
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Related to Exchange Election

  • 83(b) Election You may make and file with the Internal Revenue Service an election under Section 83(b) of the Code with respect to the grant of the Restricted Shares hereunder, electing to include in your gross income as of the Grant Date the Fair Market Value of the Restricted Shares as of the Grant Date. You shall promptly provide a copy of such election to the Company. If you make and file such an election, you shall make such arrangements in accordance with Section 8 as are satisfactory to the Committee to provide for the timely payment of all applicable withholding taxes.

  • Section 83(b) Election Purchaser understands that Section 83(a) of the Code, taxes as ordinary income the difference between the amount paid for the Stock and the fair market value of the Stock as of the date any restrictions on the Stock lapse. In this context, "restriction" includes the right of the Company to buy back the Stock pursuant to the Repurchase Option set forth in Section 2(a) above. Purchaser understands that Purchaser may elect to be taxed at the time the Stock is purchased, rather than when and as the Repurchase Option expires, by filing an election under Section 83(b) of the Code (an "83(b) Election") with the Internal Revenue Service in the form attached hereto as Exhibit C within thirty (30) days from the date the Stock is purchased. Even if the fair market value of the Stock at the time of the execution of this Agreement equals the amount paid for the Stock, the 83(b) Election must be made to avoid income under Section 83(a) of the Code in the future. Purchaser understands that failure to file such an 83(b) Election in a timely manner may result in adverse tax consequences for Purchaser. Purchaser further understands that an additional copy of such 83(b) Election is required to be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Purchaser acknowledges and understands that it is solely Purchaser's obligation and responsibility to timely file such 83(b) Election, and neither the Company nor the Company's legal or financial advisors shall have any obligation or responsibility with respect to such filing. Purchaser acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to purchase of the Stock hereunder and does not purport to be complete. Purchaser further acknowledges that the Company has directed Purchaser to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Purchaser may reside, and the tax consequences of Purchaser's death. Purchaser assumes all responsibility for filing an 83(b) Election and paying all taxes resulting from such election or the lapse of the restrictions on the Stock.

  • Section 336(e) Election If UTC determines, in its sole discretion, that one or more protective elections under Section 336(e) of the Code (each, a “Section 336(e) Election”) shall be made with respect to the Carrier Distribution, the Otis Distribution, and/or any of the Internal Distributions, the relevant SpinCo(s) shall (and shall cause any relevant member of such SpinCo Group(s) to) join with UTC and/or any relevant member of the UTC Group, as applicable, in the making of any such election and shall take any action reasonably requested by UTC or that is otherwise necessary to give effect to any such election (including making any other related election). If a Section 336(e) Election is made with respect to the Carrier Distribution, the Otis Distribution, and/or any of the Internal Distributions, then this Agreement shall be amended in such a manner as is determined by UTC in good faith to take into account such Section 336(e) Election(s), including by requiring that, in the event (a) any Contribution, Distribution, or Internal Distribution fails to have U.S. Tax-Free Status and (b) a Company (or such Company’s Group) that does not have exclusive responsibility pursuant to this Agreement for Tax-Related Losses arising from such failure actually realizes in cash a Tax Benefit from the step-up in Tax basis resulting from the relevant Section 336(e) Election(s), such Company shall pay over to the Company that has exclusive responsibility pursuant to this Agreement for such Tax-Related Losses any such Tax Benefits realized (provided, that, if such Tax-Related Losses are Shared Taxes or Taxes for which more than one Company is liable under Section 7.05(c)(i), the Company that actually realizes in cash the Tax Benefit resulting from the relevant Section 336(e) Election shall pay over to each of the other Companies responsible for such Taxes the percentage of any such Tax Benefits realized that corresponds to each such Company’s percentage share of such Taxes).

  • Section 83(b) Elections To the Company’s knowledge, all elections and notices permitted by Section 83(b) of the Code and any analogous provisions of applicable state tax laws have been timely filed by all employees who have purchased shares of the Company’s common stock under agreements that provide for the vesting of such shares.

  • Net Exercise Election The undersigned Holder elects to convert the Warrant into shares of Warrant Stock by net exercise election pursuant to Section 2.5 of the Warrant. This conversion is exercised with respect to __________ shares of Common Stock of Aura Systems, Inc. (the "Warrant Stock") covered by the Warrant.

  • Cash Election (a) In lieu of exercising the Option, by notice, Parent may require such Stockholder to make a cash payment to Parent in the amount (the "Cash Payment Amount") equal to the amount by which (A) the Market Price (as defined below) exceeds (B) the Per Share Cash Amount, multiplied by the sum of (i) the number of such Stockholder's Shares and (ii) the number of such Stockholder's New Shares. Upon receipt of such notice, the Stockholder shall be permitted to sell a sufficient number of Shares to pay the Cash Payment Amount, if Stockholder shall, within five business days of such notice, sell such Shares, provided that Stockholder shall use reasonable best efforts to achieve good execution and shall consult with Parent with respect to the manner of disposition. The term "

  • Notification of Election When the Notification of Election was filed with the Commission, it (A) contained all statements required to be stated therein in accordance with, and complied in all material respects with the requirements of, the 1940 Act and (B) did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

  • Exchange Event The Exchange Event shall be the Company’s consummation of an initial Business Combination (as defined in the Company’s Amended and Restated Certificate of Incorporation).

  • Initial Election The Director shall make an initial deferral election under this Agreement by filing with the Company a signed Election Form within 30 days after the Effective Date of this Agreement. The Election Form shall set forth the amount of Fees to be deferred and shall be effective to defer only Fees earned after the date the Election Form is received by the Company.

  • REMIC Election Yes. Cut-Off Date: ___________ 1, 20___ Final Structure Due Date: ___________ ___, 20___ Distributions: Distributions will be made monthly on the 25th day of each month or the next succeeding Business Day (the "Distribution Date"). Servicing Fee (Monthly fee payable to [___] % per annum (or as described in the Servicer): the prospectus supplement). Master Servicing Fee (Monthly fee [_]% per annum. payable to the Master Servicer):

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