Exchange Provisions. After there is an Acquiring Person, the Board of Directors may elect to exchange each Right (other than Rights that have become null and void and nontransferable as described above) for consideration per Right consisting of one-half of the number of Common Shares that would be issuable at such time upon the exercise of one Right and without payment of the Purchase Price.
Exchange Provisions. The Committee may at any time offer to exchange or buy out the Option for a payment in cash, Shares, other options or other property based on such terms and conditions as the Committee shall determine and communicate to the Optionee in writing at the time that such offer is made.
Exchange Provisions. Seller acknowledges that Buyer may elect to engage in a tax-deferred exchange ("Exchange") pursuant to Section 1031 of the Internal Revenue Code. To effect this Exchange, Buyer may assign its rights in, and delegate its duties under, this Agreement to an exchange accommodator which Buyer shall determine. As an accommodation to Buyer, Seller agrees to cooperate with Buyer in connection with the Exchange, including the execution of documents therefor, provided the following terms and conditions are satisfied:
(a) Seller shall have no obligation to take title to any property in connection with the Exchange, nor shall Seller have any liability to Buyer in connection with any such property ("Exchange Property");
(b) Buyer shall be solely responsible, and Seller shall have no responsibility whatsoever, for negotiating any and all agreements, escrow instructions and other documents (collectively "Exchange Documents") with respect to the Exchange Property, as well as for any and all investigations, approvals and/or other actions required to be taken or permitted to be taken by Buyer under the Exchange Documents;
(c) Seller shall in no way to be obligated to pay any escrow costs, brokerage commissions, title charges, survey costs, recording costs or other charges incurred with respect to any Exchange Property and/or the Exchange, and Buyer shall reimburse Seller for any professional fees including, without limitation, actual reasonable attorneys' fees which Seller may incur with respect thereto;
(d) In no way shall the Closing of this transaction be contingent upon or otherwise subject to the consummation of the Exchange, and the escrow shall timely close in accordance with the terms of this Agreement, notwithstanding any failure, for any reason, of the parties to the Exchange to effect same;
(e) Buyer shall not be relieved of any obligations which would otherwise survive the Closing by reason of effecting the Exchange contemplated herein, and all such obligations of Buyer shall survive the Closing in the same fashion as if the Exchange had not taken place;
(f) Seller shall not be required to make any representations or warranties, or to assume any obligations, or to spend any sum or to incur any personal liability whatsoever in connection with the Exchange;
(g) No representations, warranties, covenants and/or indemnification obligations set forth in this Agreement shall be affected or limited by Buyer's use of an exchange accommodator and shall survive the Exchang...
Exchange Provisions. (a) Upon the authorization of the Board of Trustees based on (i) the receipt by the Trust of a ruling from the Service to the effect that the payment of dividends on the shares of Serial RP would not jeopardize the Trust's status as a regulated investment company or
Exchange Provisions. 14 2.7. Consideration for Ordinary Shares................................... 16 2.8. Tax-Free Reorganization............................................. 16
Exchange Provisions. (a) Upon the authorization of the Board of Trustees based on (i) the receipt by the Trust of a ruling from the Service to the effect that the payment of dividends on the shares of Serial RP would not jeopardize the Trust's status as a regulated investment company or (ii) an opinion of legal counsel in form and substance satisfactory to the Board of Trustees to the effect that the payment of dividends on the shares of Serial RP would not jeopardize the Trust's status as a regulated investment company and the affirmative vote or consent of the Holders of at least a majority of the shares of each series of RP outstanding at the time, in person or by proxy, either in writing or at a meeting (each such series voting separately as a class) (in either case, an "Exchange Event"), then, on the first Dividend Payment Date for the RP which is at least 45 days after the occurrence of an Exchange Event and as of which the conditions described below have been satisfied (the "Exchange Date"), the RP will be exchanged on a share-for-share basis for Serial RP. Shares of RP will not be exchanged for shares of Serial RP unless each of Xxxxx'x and S&P shall have provided on the Exchange Date a rating on the Serial RP equivalent to the then-current rating provided by such rating agency on the RP; provided that, if Xxxxx'x or S&P shall not make such rating available, such exchange will take place if (i) a Substitute Rating Agency or Agencies shall have provided a rating equivalent to such then-current rating or ratings on the Exchange Date and (ii) all shares of RP subject to such exchange that were tendered (or deemed tendered) on the Tender Date preceding such Exchange Date shall have been remarketed by the Remarketing Agents on the related Dividend Reset Date at a price of $100,000 per share. Holders of outstanding shares of RP will receive one share of Serial RP for each share of RP held and exchanged by them on the Exchange Date therefor.
(b) The Trust will cause the publication of an exchange notice in an Authorized Newspaper, and cause the Paying Agent to mail an exchange notice to each Holder of RP, not less than 10 nor more than 3 0 days prior to the Exchange Date therefor. Such notice will state: (i) the Exchange Date, (ii) that on such Exchange Date all shares of RP will be exchanged automatically, and without any action or choice on the part of the Holders thereof, on a share-for-share basis for shares of Serial RP, (iii) that the Initial Dividend Period for the Ser...
Exchange Provisions. The University South Carolina (South Carolina) and Partner University (Partner) agree to exchange a maximum of [indicate number of students] undergraduate students for a semester exchange each year within the field of [indicate area of exchange if it is not a general university-wide exchange]. The total number of students may vary from year to year with the exact number to be determined by mutual agreement of the program directors of South Carolina and Partner. A definite number shall be agreed upon by February 1st of the year in which the exchange is to take place. In the event that the number of students who qualify to participate in the exchange program is not equal, each university will endeavor to accommodate those students selected for that academic year and ensure that the number of participants is equal by the end of a five year exchange period. Either institution may send students for one full academic year rather than one semester term. If this is the case, two students for one semester shall be equivalent to one student for one full academic year. Each institution shall confirm which courses are available to incoming exchange students, reviewed on an annual basis, via its web pages or other method of delivery. Each institution will designate a member of its faculty or administrative staff as program director of the exchange program. The program director shall be responsible for soliciting and selecting candidates, advising them relative to their academic work while at the host institution, and managing pertinent records. South Carolina will provide on-campus housing to all student participants in this exchange program. Partner will [facilitate access to housing off campus/provide on campus housing to all student participants on this exchange program.]
Exchange Provisions. (a) At the Effective Time, all shares ------------------- of Common Stock (and associated Rights), by virtue of the Merger and without any action on the part of the Holders, shall no longer be outstanding and shall be canceled and retired and shall cease to exist, and each Holder of a certificate representing any such share of Common Stock shall thereafter cease to have any rights with respect to such share of Common Stock (and associated Right) except the right to receive the Merger Consideration for such share of Common Stock (and associated Right) specified in Section 2.5.
(b) Prior to the Effective Time, Shire shall designate a bank or trust company reasonably satisfactory to Xxxxxxx to act as Exchange Agent hereunder (the "Exchange Agent"
Exchange Provisions. At the Closing, and subject to the terms and conditions of this Agreement, the CSI Stockholders shall deliver their respective CSI Common Shares, as such CSI Common Shares are set forth on SCHEDULE 1.01 hereto, to the Exchange Agent in exchange for the Exchange Shares. In connection therewith, the CSI Stockholders shall convey to Chantal good and marketable title to the CSI Common Shares, free and clear of all liens, claims, debts, obligations or other encumbrances except such restrictions as are imposed by Federal or state securities laws. Chantal shall convey to the CSI Stockholders good and marketable title to their proportionate share of the Exchange Shares, free and clear of all liens, claims, debts, obligations or other encumbrances, except such restrictions as are imposed by Federal or state securities laws. The exchange of voting shares as herein provided shall be the sole consideration for the acquisition by the CSI Stockholders of the Exchange Shares. The principles governing the mechanics of the Exchange are more fully set forth under Section 1.08 hereinafter.
Exchange Provisions. At any time during which this Warrant is exercisable in accordance with its terms, the Holder may, at its option, exchange this Warrant, in whole or in part (a "Warrant Exchange"), into the number of Warrant Shares determined in accordance with this Section 11, by surrendering this Warrant at the principal office of the Company or at the office of its stock transfer agent, accompanied by a notice stating such Holder's intent to effect such exchange, the number of Warrant Shares to be exchanged and the date on which the Holder requests that such Warrant Exchange occur (the "Notice of Exchange"). The Warrant Exchange shall take place on the date specified in the Notice of Exchange or, if later, the date the Notice of Exchange is received by the Company (the "Exchange Date"). Certificates for the shares issuable upon such Warrant Exchange and, if
