Exchange Settlement Sample Clauses

Exchange Settlement. (1) Yankees hereby assigns to the CFST and the CFST hereby accepts in partial payment of the Yankees Debt, $11,696.95, of the Explorations' Debt (the "CFST Assigned Debt"), evinced by a partial assignment of Yankees' rights under the Explorations' Notes equivalent thereto, the transaction being effected without registration under the Securities Act or the Florida Act, based on the exemption from registration provided by Section 4(2) of the Securities Act and Section 517.061(11) of the Florida Act. (2) Yankees hereby assigns to the TFST and the TFST hereby accepts in partial payment of the Yankees Debt, $11,696.95, of the Explorations' Debt (the "TFST Assigned Debt," the CFST Assigned Debt and the TFST Assigned debt being hereinafter collectively and generically referred to as the "Assigned Debt"), evinced by a partial assignment of Yankees' rights under the Explorations' Notes equivalent thereto, the transaction being effected without registration under the Securities Act or the Florida Act, based on the exemption from registration provided by Section 4(2) of the Securities Act and Section 517.061(11) of the Florida Act. (3) The CFST and the TFST hereby accept the Assigned Debt, in partial payment of the Yankees' Debt. (B) (1) Yankees hereby exchanges the Explorations' Notes with Explorations for three new notes to be issued directly by Explorations, the first to Yankees in the principal sum of $2,500, the second to the CFST in the principal sum of $11,696.95 and the third to the TFST in the principal sum of $11,695.95, in each case in the form annexed hereto and made a part hereof as exhibit II(B)(1) (collectively and generically hereinafter referred to as the "Replacement Notes"), the receipt of which by each Party is hereby acknowledged.

Exchange Settlement. (a) Subject to the satisfaction (or waiver) of all of the conditions to the Exchange set forth in Sections 7.01, 7.02 and 7.03, the Exchange shall be consummated and become effective on the date of, and immediately following, the closing of the Public Offering, or such later date and time as is mutually agreed to by the Borrower and the Deerfield Lenders (the date of the Public Offering closing or later mutually agreed date, the “Effective Date” and the time of such closing or later mutually agreed time, the “Effective Time”). (b) Upon the Effective Time, the Borrower shall issue and deliver to each Participating Lender (i) a certificate, duly executed on behalf of the Borrower and not bearing any restrictive legend, representing such Participating Lender’s Exchange Shares and () such Participating Lender’s Exchange Warrant, duly executed on behalf of the Borrower. (c) Upon the Effective Time, (i) each Participating Lender shall be deemed for all purposes to have become the legal, beneficial and record holder of its Exchange Shares and Exchange Warrants and (ii) the Obligations under each Participating Lender’s Exchanged Note(s) shall be deemed to have been reduced by such Participating Lender’s Exchanged Principal Amount (it being acknowledged and agreed that, in the case of DPDF, such reduction shall be applied first to reduce the Obligations under its December 2019 Note and, if such Obligations are satisfied in full after giving effect to such reduction, to reduce the Obligations under its A&R Senior Secured Convertible Note). (d) As promptly as possible following the Effective Time, (A) the Borrower shall deliver to each Participating Lender in respect of its Exchanged Note(s) a replacement Note of like tenor (but giving effect to the amendments contemplated herein), in a principal amount that gives effect to the Exchange and the prepayment made pursuant to Section 2.01, and (B) each Participating Lender shall thereafter deliver its existing Exchanged Note(s) for cancellation. For the avoidance of doubt, neither the Exchange nor the effectiveness of the amendments to the Facility Agreement contemplated hereby shall be conditioned upon, or be subject to, the delivery of such new Notes by the Borrower or delivery of the existing Notes by the Participating Lenders.

Exchange Settlement. (a) Upon an exchange of Securities, the Company shall deliver, in respect of each $1,000 principal amount of Securities tendered for exchange: (1) cash in an amount (the “Principal Return”) equal to the lesser of (1) the principal amount of the Securities surrendered for exchange and (2) the Exchange Value; and (2) if the Exchange Value is greater than the Principal Return, an amount (the “Net Amount”) in cash or Common Shares with an aggregate value equal to the difference between the Exchange Value and the Principal Return. (b) The Company may elect to deliver any portion of the Net Amount in cash (the “Net Cash Amount”) or in Common Shares, and any portion of the Net Amount the Company elects to deliver in Common Shares (the “Net Shares”) will be the sum of the Daily Share Amounts for each Trading Day during the Applicable Exchange Period. Prior to the close of business on the second Trading Day following the date on which Securities are tendered for exchange, the Company shall inform Holders of such Securities of its election to pay cash for all or a portion of the Net Amount and, if applicable, the portion of the Net Amount that will be paid in cash and the portion that will be delivered in the form of Net Shares. (c) Notwithstanding any other provision of this Indenture, if the Guarantor’s Board of Trustees determines in good faith that the conversion by a Holder of its Securities into Common Shares would prevent the Guarantor from qualifying as a REIT, the Company shall elect not to satisfy the Net Amount in whole or in part with Common Shares, but shall satisfy the Net Amount in Cash. (d) The Company shall determine the Exchange Value, Principal Return, Net Amount, Net Cash Amount, number of Net Shares, Daily Share Amount and Average Price promptly at the end of the Applicable Exchange Period. For the purposes of Sections 4.13(a) and (b), in the event that any of the Exchange Value, Principal Return, Net Amount, Net Cash Amount, number of Net Shares, Daily Share Amounts or Average Price cannot be determined for all portions of the Applicable Exchange Period, the Guarantor’s Board of Trustees shall in good faith determine the values necessary to calculate the Exchange Value, Principal Return, Net Amount, Net Cash Amount, number of Net Shares, Daily Share Amounts and Average Price, as applicable. (e) The Company will pay the Principal Return and cash in lieu of fractional shares, and deliver Net Shares or pay the Net Cash Amount, as applicable, no la...

Exchange Settlement. Upon exchange of any Notes, subject to Section 2.11 and this Section 2.12, the Issuer shall settle each $1,000 principal amount of Notes being exchanged (the “Exchange Obligation”) by delivering, on the third Trading Day immediately following the last day of the Applicable Exchange Measurement Period, at the Issuer’s option, either (1) cash, (2) Sunstone Common Shares or (3) a combination of cash and Sunstone Common Shares for each $1,000 aggregate principal amount of Notes tendered for exchange in accordance with their terms, as follows:

Exchange Settlement. (a) Subject to the satisfaction (or waiver) of all of the conditions to the Exchange set forth in Section 6.01, the Exchange shall be consummated and become effective upon the execution and delivery of this Agreement (the time of such effectiveness, the “Effective Time”). (b) Upon the Effective Time, the Lender shall be deemed for all purposes to have become the legal, beneficial and record holder of the Exchange Warrant and, upon the issuance to the Lender of the Exchange Warrant, the Principal under the Note shall be deemed to have been reduced by the Exchanged Principal Amount. (c) If requested by the Lender, promptly following such request, the Borrower shall deliver to the Lender in replacement of the Note an Original Loan Convertible Note in a principal amount that gives effect to the Exchange. As promptly as reasonably practicable thereafter, the Lender shall deliver the Note for cancellation. For the avoidance of doubt, the Exchange shall not be conditioned upon, or be subject to, the delivery of any such Original Loan Convertible Note by the Borrower or delivery of the existing Note by the Lender.

Exchange Settlement. As soon as practicable following the effectiveness of the Ares Loan Exchange, which shall be deemed to occur at the Effective Time, the Company shall deliver to each Participating Party set forth on Schedule II a certificate, duly executed on behalf of the Company and bearing the restrictive legend pursuant to Section 2.4(c), representing the number of Preferred Exchange Shares set forth across from such Participating Party’s name on Schedule II hereto in the column captioned “Preferred Exchange Shares.” Upon the Effective Time, such Participating Party shall be deemed for all corporate purposes to have become the legal, beneficial and record holder of such Preferred Exchange Shares.

Exchange Settlement. As soon as practicable following the effectiveness of the Series C Note Exchange, which shall be deemed to occur at 4:01 p.m. (New York time) on the Closing Date (such date and time, the “Effective Time”): (i) Each Participating Noteholder shall assign and transfer all right, title and interest in and to its Exchanged Notes to the Company, and deliver or cause to be delivered the Exchanged Notes held by such Participating Noteholder to the Company, by book-entry transfer through the facilities of The Depositary Trust Company (“DTC”) from the account(s) of such Participating Noteholder (or, in the case of physical Series C Notes, by physical delivery of such Notes to the Trustee), free and clear of all Encumbrances, together with any customary documents of conveyance or transfer that the Company or Trustee may reasonably deem necessary or desirable to transfer such Exchanged Notes to the Company. (ii) The Company shall immediately instruct the Trustee to cancel the Exchanged Notes in accordance with the terms of the Series C Indenture. (iii) The Company shall promptly execute and deliver to its transfer agent for Common Stock an instruction letter (in form and substance reasonably acceptable to the Participating Noteholders, the “Transfer Agent Instruction Letter”) providing for the delivery of the Exchange Shares, via a book-entry position on the records of the transfer agent, to each Participating Noteholder (or its designee) as set forth on Schedule I hereto. The Company shall provide each Participating Party satisfactory evidence thereof.

Exchange Settlement