Exchange Right and Automatic Exchange Right Sample Clauses
The Exchange Right and Automatic Exchange Right clause grants a party the ability to exchange one type of security or asset for another under specified conditions. Typically, this clause outlines the circumstances under which the exchange can be initiated, the process for exercising the right, and any automatic triggers that would cause the exchange to occur without further action by the holder. Its core function is to provide flexibility and certainty in the conversion or exchange of interests, ensuring that parties can adapt to changing circumstances or contractual milestones without renegotiating terms.
Exchange Right and Automatic Exchange Right. In no case shall ServiceSoft or ServiceSoft Canada be liable under this indemnity for any claim against any of the Indemnified Parties unless ServiceSoft and ServiceSoft Canada shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to (ii), below, ServiceSoft and ServiceSoft Canada shall be entitled to participate at their own expense in the defence and, if ServiceSoft or ServiceSoft Canada so elect at any time after receipt of such notice, either of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by ServiceSoft or ServiceSoft Canada; or (ii) the named parties to any such suit include both the Trustee and ServiceSoft or ServiceSoft Canada and the Trustee shall have been advised by counsel acceptable to ServiceSoft or ServiceSoft Canada that there may be one or more legal defences available to the Trustee which are different from or in addition to those available to ServiceSoft or ServiceSoft Canada (in which case ServiceSoft and ServiceSoft Canada shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement or the resignation or replacement of the Trustee.
Exchange Right and Automatic Exchange Right. Section 2.1 Exchange Right 2 Section 2.2 Automatic Exchange Right 4 Section 3.1 Covenants Regarding Exchangeable Shares 4 Section 3.2 Segregation of Funds 5 Section 3.3 Reservation of MVS, SVS and U.S. Company Special Voting Stock 5 Section 3.4 Notification of Certain Events 6 Section 3.5 Delivery of MVS and SVS to Can HoldCo and CallCo 6 Section 3.6 Additional U.S. Company Covenants 6 Section 3.7 Economic Equivalence 7 Section 3.8 U.S. Company Sale 9 Section 3.9 Tender Offers 9 Section 3.10 Ownership of Outstanding Shares 9 Section 3.11 U.S. Company and Subsidiaries Not to Vote Exchangeable Shares 9 Section 3.12 Rule 10b-18 Purchases 10 Section 3.13 Restriction on Voluntary Dissolution and Continuance 10 Section 3.14 Mailings to Registered Holders of Exchangeable Shares 10 Section 3.15 Other Materials 10 Section 3.16 Distribution of Written Materials 10 Section 3.17 Acknowledgement of Call Rights and Put Rights 11
Exchange Right and Automatic Exchange Right. In no case shall BackWeb or the Corporation be liable under this indemnity for any claim against any of the Indemnified Parties unless BackWeb and the Corporation shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to (ii), below, BackWeb and the Corporation shall be entitled to participate at their own expense in the defence and, if BackWeb or the Corporation so elect at any time after receipt of such notice, either of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof but the fees and 29 -29- expenses of such counsel shall be at the expense of the Trustee unless; (i) the employment of such counsel has been authorized by BackWeb or the Corporation; or (ii) the named parties to any such suit include both the Trustee and BackWeb or the Corporation and the Trustee shall have been advised by counsel acceptable to BackWeb or the Corporation that there may be one or more legal defenses available to the Trustee which are different from or in addition to those available to BackWeb or the Corporation (in which case BackWeb and the Corporation shall not have the right to assume the defense of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement or the resignation or replacement of the Trustee.
Exchange Right and Automatic Exchange Right