Exchange Recitals Sample Clauses

Exchange Recitals. Exchange Act Section 5.3 Federal Reserve Section 6.7(a)(iv) Financial Products Section 4.1(d)(i) Fund Section 1.2(c)(xii) Governmental Entities Section 1.2(c) Holder Section 5.4 Indemnitee Section 5.4(b) Information Section 4.1(c)(iii) Investment Area Section 4.1(d)(i) Investor Recitals Junior Stock Section 6.7(a)(xii) Letter Agreement Recitals MHA Section 4.1(i) New Certificate of Designations Section 1.2(c)(iv) Parity Stock Section 6.7(a)(xiii) Plan Section 3.12 Previously Disclosed Section 6.7(a)(xiv) Proprietary Rights Section 3.19 Regulatory Agreement Section 3.17 Relevant Period Section 1.2(c)(vi) Savings and Loan Holding Company Section 6.7(a)(xv) Schedules Recitals SEC Section 3.9 Section 4.1(e) Employee Section 4.1(e)(ii) Securities Act Section 3.1(a) Senior Executive Officers Section 6.7(a)(xvi) Share Dilution Amount Section 6.7(a)(xvii) Signing Date Section 1.2(c)(xi) subsidiary Section 6.7(a)(i) Target Market Section 4.1(d)(i) Targeted Populations Section 4.1(d)(i) Tax Section 6.7(xviii) Transfer Section 5.3
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Exchange Recitals. Exchange Act Section 1.01 Exchange Agreement Section 2.03 Exchange Closing Section 2.03(a) Exchange Effective Time Section 2.03(a) Exchange Fund Section 2.08(b) Expenses Section 8.03(a) Fraud and Bribery Laws Section 3.21(b) GAAP Section 1.01 Governmental Authority Section 1.01 Guarantor Recitals Hazardous Substance Section 1.01 Indebtedness Section 1.01 Indemnified Parties Section 6.07(a) Intellectual Property Section 1.01 Intellectual Property Section 1.01 Intervening Event Section 1.01 IRS Section 1.01 IT Systems Section 3.16(f) Knowledge Section 1.01 Law Section 1.01 Leased Real Property Section 1.01 Legal Proceeding Section 1.01 Lessee Leases Section 1.01 Lessor Leases Section 1.01 Liabilities Section 1.01 Lien Section 1.01 Material Contract Section 3.12(a) Merger Recitals Merger Closing Section 2.03(d) Merger Closing Date Section 2.03(d) Merger Consideration Section 2.07(a)(i) New Plans Section 6.08(b) Non-Cancelled Company Shares Section 2.07(a)(ii) Notice Period Section 5.02(h) NYSE Section 1.01 Old Plans Section 6.08(b) Operating Partnership Section 1.01 Option Consideration Section 2.07(d) Order Section 1.01 Owned Real Property Section 3.13(a) Parent Preamble Payment Agent Section 2.08(a) Permits Section 3.20 Permitted Liens Section 1.01 Person Section 1.01 Personal Information Section 1.01 Privacy Laws Section 1.01 Proxy Statement Section 3.28 Registered Intellectual Property Section 1.01 REIT Section 1.01 REIT Qualification Dividend Section 6.12(b) Representatives Section 5.02(a) Requested Transactions Section 6.13 Requested Transactions Closing Section 2.03(b) Requested Transactions Closing Date Section 2.03(b) Requisite Stockholder Approval Section 3.03 Restricted Stock Consideration Section 2.07(e) ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act Section 1.01 Schedule 13E-3 Section 3.28 SEC Section 1.01 Securities Act Section 1.01 Series I Certificate of Designations Section 1.01 Significant Subsidiary Section 1.01
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Exchange Recitals. Exchanged Notes Recitals
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Exchange Recitals. Exchange Act 2.01(b) Exchange Common Shares 1.02(c)(ii) Exchange Interim Securities Recitals Exchange Preferred Shares Recitals Exercising Entity 4.04(a)
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Exchange Recitals. Exchange Act 5.1(d)(i) Exchange Agreement 5.1(b)(i) Exchange Fund 4.2(a) Excluded Distribution 8.5(b) Excluded Share 4.1(a) FCPA 5.1(s)(iv) Final Order 7.1(d) Fund Guarantors 5.2(h) GAAP 5.1(e)(v) Government Competition Entity 6.5(d)(i) Government Official 5.1(s)(iv) Governmental Entity 5.1(d)(i)
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Exchange Recitals. Exchange Act 2.01(b) Exchange Common Shares 1.02(c) Exchange Interim Securities Recitals Exchange Preferred Shares Recitals Exercising Entity 4.04(a) FDIC 2.02(a) First UST Exchange 1.01 GAAP 2.01(a) Governmental Entities 1.02(c) Governmental Order 5.06 Investor Preamble Investor Approvals 1.02(e) Investor Material Adverse Effect 2.03(d) Investor Disclosure Letter 5.06 Investor Preferred Stock Recitals Investment Agreement 2.03(c) New Security 4.04(a) Permitted Transactions 4.04 Permitted Transferee 5.07(b) Preferred Stock 1.01(a) Previously Disclosed 2.01(b) Private Exchanges 1.01 Regulated Entity 2.02(e) SEC 2.01(b) Securities Act 2.02(a) Series M Interim Stock Recitals Significant Subsidiary 2.02(a) Signing Date 2.01(b) Stockholder Proposals 3.01(b) Subsequent UST Exchange 1.01 subsidiary 5.06 Transaction Documents 2.01(c) Transaction Outline 1.01 under common control with 5.06 UST 1.01(a) UST Exchanges 1.01 Warrant 1.01(a) Warrant Shares 1.02(c) EXCHANGE AGREEMENT (this “Agreement”), dated March 18, 2009, between Citigroup Inc., a Delaware corporation (the “Company”), and the Government of Singapore Investment Corporation Pte. Ltd. (the “Investor”).
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Exchange Recitals. Exchange Act 1.2 Exchange Consideration 27.1
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Exchange Recitals. Exchange Act 1.2 Exchange Consideration 27.1
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Related to Exchange Recitals

  • Transfer and Exchange of Global Securities (i) The transfer and exchange of Global Securities or beneficial interests therein shall be effected through the Depository, in accordance with this Indenture (including applicable restrictions on transfer set forth herein, if any) and the procedures of the Depository therefor. A transferor of a beneficial interest in a Global Security shall deliver a written order given in accordance with the Depository’s procedures containing information regarding the participant account of the Depository to be credited with a beneficial interest in the Global Security and such account shall be credited in accordance with such instructions with a beneficial interest in the Global Security and the account of the Person making the transfer shall be debited by an amount equal to the beneficial interest in the Global Security being transferred. (ii) If the proposed transfer is a transfer of a beneficial interest in one Global Security to a beneficial interest in another Global Security, the Security Registrar shall reflect on its books and records the date and an increase in the principal amount of the Global Security to which such interest is being transferred in an amount equal to the principal amount of the interest to be so transferred, and the Security Registrar shall reflect on its books and records the date and a corresponding decrease in the principal amount of the Global Security from which such interest is being transferred. (iii) Notwithstanding any other provisions of this Appendix A (other than the provisions set forth in Section 2.4), a Global Security may not be transferred as a whole except by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository. (iv) In the event that a Global Security is exchanged for Definitive Securities pursuant to Section 2.4 prior to the consummation of a Registered Exchange Offer or the effectiveness of a Shelf Registration Statement with respect to such Securities, such Securities may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of this Section 2.3 (including the certification requirements set forth on the reverse of the Initial Securities intended to ensure that such transfers comply with Rule 144A, Regulation S or such other applicable exemption from registration under the Securities Act, as the case may be) and such other procedures as may from time to time be adopted by the Issuer.

  • Recapitalization, Exchanges, Etc The provisions of this Agreement shall apply to the full extent set forth herein with respect to any and all equity interests of the Partnership or any successor or assign of the Partnership (whether by merger, consolidation, sale of assets or otherwise) that may be issued in respect of, in exchange for or in substitution of, the Purchased Units, and shall be appropriately adjusted for combinations, unit splits, recapitalizations and the like occurring after the date of this Agreement.

  • Transfer and Exchange of Definitive Securities for Definitive Securities Upon request by a Holder of Definitive Securities and such Holder’s compliance with the provisions of this Section 2.2(e), the Registrar shall register the transfer or exchange of Definitive Securities. Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Definitive Securities duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.2(e).

  • Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes (a) If the Effective Date of a Make-Whole Fundamental Change occurs prior to the Maturity Date and a Holder elects to convert its Notes in connection with such Make-Whole Fundamental Change, the Company shall, under the circumstances described below, increase the Conversion Rate for the Notes so surrendered for conversion by a number of additional shares of Common Stock (the “Additional Shares”), as described below. A conversion of Notes shall be deemed for these purposes to be “in connection with” such Make-Whole Fundamental Change if the relevant Notice of Conversion is received by the Conversion Agent from, and including, the Effective Date of the Make-Whole Fundamental Change up to, and including, the Business Day immediately prior to the related Fundamental Change Repurchase Date (or, in the case of a Make-Whole Fundamental Change that would have been a Fundamental Change but for subclause (i) of the proviso in clause (b) of the definition thereof, the 35th Trading Day immediately following the Effective Date of such Make-Whole Fundamental Change). (b) Upon surrender of Notes for conversion in connection with a Make-Whole Fundamental Change, the Company shall, at its option, satisfy the related Conversion Obligation by Physical Settlement, Cash Settlement or Combination Settlement in accordance with Section 13.02 based on the Conversion Rate as increased to reflect the Additional Shares pursuant to the table below; provided, however, that if, at the effective time of a Make-Whole Fundamental Change described in clause (b) of the definition of Fundamental Change, the Reference Property following such Make-Whole Fundamental Change is composed entirely of cash, for any conversion of Notes following the Effective Date of such Make-Whole Fundamental Change, the Conversion Obligation shall be calculated based solely on the Stock Price for the transaction and shall be deemed to be an amount of cash per $1,000 principal amount of converted Notes equal to the Conversion Rate (including any adjustment for Additional Shares), multiplied by such Stock Price. In such event, the Conversion Obligation shall be determined and paid to Holders in cash on the second Business Day following the Conversion Date. The Company shall notify the Holders of Notes, the Trustee and the Conversion Agent (if other than the Trustee) of the Effective Date of any Make-Whole Fundamental Change no later than five Business Days after such Effective Date. (c) The number of Additional Shares, if any, by which the Conversion Rate shall be increased shall be determined by reference to the table below, based on the date on which the Make-Whole Fundamental Change occurs or becomes effective (the “Effective Date”) and the price (the “Stock Price”) paid (or deemed to be paid) per share of the Common Stock in the Make-Whole Fundamental Change. If the holders of the Common Stock receive in exchange for their Common Stock only cash in a Make-Whole Fundamental Change described in clause (b) of the definition of Fundamental Change, the Stock Price shall be the cash amount paid per share. Otherwise, the Stock Price shall be the average of the Last Reported Sale Prices of the Common Stock over the five Trading Day period ending on, and including, the Trading Day immediately preceding the Effective Date of the Make-Whole Fundamental Change. The Board of Directors shall make appropriate adjustments to the Stock Price, in its good faith determination, to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate where the Ex-Dividend Date, Effective Date (as such term is used in Section 13.04) or expiration date of the event occurs, during such five consecutive Trading Day period. (d) The Stock Prices set forth in the column headings of the table below shall be adjusted as of any date on which the Conversion Rate of the Notes is otherwise adjusted. The adjusted Stock Prices shall equal the Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to such adjustment giving rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Shares set forth in the table below shall be adjusted in the same manner and at the same time as the Conversion Rate as set forth in Section 13.04. (e) The following table sets forth the number of Additional Shares of Common Stock by which the Conversion Rate shall be increased per $1,000 principal amount of Notes pursuant to this Section 13.03 for each Stock Price and Effective Date set forth below: Effective Date $33.46 $40.00 $41.50 $45.00 $50.00 $53.95 $60.00 $70.00 $80.00 $90.00 March 12, 2020 5.7900 3.2905 2.8889 2.1284 1.3680 0.9587 0.5487 0.2047 0.0603 0.0000 March 15, 2021 5.7900 3.1500 2.7227 1.9171 1.1254 0.7170 0.3408 0.0854 0.0106 0.0000 March 15, 2022 5.7900 2.9820 2.5369 1.6964 0.8416 0.3527 0.0000 0.0000 0.0000 0.0000 March 15, 2023 5.7900 2.7203 2.2689 1.4511 0.6842 0.2795 0.0000 0.0000 0.0000 0.0000 March 15, 2024 5.7900 2.2100 1.7414 0.9687 0.3828 0.1429 0.0000 0.0000 0.0000 0.0000 March 15, 2025 5.7900 0.9038 0.0002 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 The exact Stock Prices and Effective Dates may not be set forth in the table above, in which case: (i) if the Stock Price is between two Stock Prices in the table above or the Effective Date is between two Effective Dates in the table above, the number of Additional Shares by which the Conversion Rate shall be increased shall be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Prices and the earlier and later Effective Dates, as applicable, based on a 365-day year; (ii) if the Stock Price is greater than $90.00 per share (subject to adjustment in the same manner as the Stock Prices set forth in the column headings of the table above pursuant to subsection (d) above), no Additional Shares shall be added to the Conversion Rate; and (iii) if the Stock Price is less than $33.46 per share (subject to adjustment in the same manner as the Stock Prices set forth in the column headings of the table above pursuant to subsection (d) above), no Additional Shares shall be added to the Conversion Rate. Notwithstanding the foregoing, in no event shall the Conversion Rate per $1,000 principal amount of Notes exceed 29.8864 shares of Common Stock, subject to adjustment in the same manner as the Conversion Rate pursuant to Section 13.04. (f) Nothing in this Section 13.03 shall prevent an adjustment to the Conversion Rate pursuant to Section 13.04 in respect of a Make-Whole Fundamental Change.

  • Transfer and Exchange of Definitive Securities When Definitive Securities are presented to the Registrar with a request: