Exchange Settlement Sample Clauses

Exchange Settlement. Upon an exchange of Notes, the Operating Partnership shall deliver, in respect of each $1,000 principal amount of Notes tendered for exchange in accordance with their terms: (a) cash in an amount (the “Principal Return”) equal to the lesser of (1) the principal amount of the Notes surrendered for exchange and (2) the Exchange Value, and (b) if the Exchange Value is greater than the Principal Return, an amount (the “Net Amount”) in cash or Company Common Shares with an aggregate value equal to the difference between the Exchange Value and the Principal Return. The Operating Partnership may elect to deliver any portion of the Net Amount in cash (the “Net Cash Amount”) or Company Common Shares, and any portion of the Net Amount the Operating Partnership elects to deliver in Company Common Shares (the “Net Shares”) shall 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 Notes are tendered for exchange, the Operating Partnership shall inform Holders of such Notes 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 shall be paid in cash and the portion that shall be delivered in the form of Net Shares. The Operating Partnership shall deliver cash in lieu of any fractional Company Common Shares issuable in connection with payment of the Net Shares based upon the Average Price.
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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.
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Exchange Settlement. (a) Subject to the satisfaction (or waiver) of all of the conditions to the Exchange set forth in Sections 5.01 and 5.02, 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 Borrower shall issue and deliver to the Lender (i) the Exchange Shares by causing the Company’s designated transfer agent to electronically transmit the Exchange Shares to the Lender by crediting the account of the Lender’s prime broker with The Depository Trust Company through its Deposit/Withdrawal at Custodian system as specified in instructions provided by the Lender prior to the Closing and (ii) the Exchange Warrant, duly executed on behalf of the Borrower. (c) Upon the Effective Time, the Lender shall be deemed for all purposes to have become the legal, beneficial and record holder of the Exchange Shares and the Exchange Warrant and, upon the issuance to the Lender of the Exchange Shares and Exchange Warrant and payment to the Lender of the Cash Interest (as defined below) as provided in Section 1.03, the Obligations under the Note shall be deemed to have been reduced by the Exchanged Principal Amount. (d) In accordance with the Facility Agreement, on the Effective Date, 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 possible thereafter (and provided that the Lender shall have received the Exchange Shares, the Exchange Warrant and payment to the Lender of the Cash Interest as provided in Section 1.03) the Lender shall deliver the Note for cancellation. For the avoidance of doubt, neither the Exchange nor the effectiveness of the Facility Agreement shall be conditioned upon, or be subject to, the delivery of such Original Loan Convertible Note by the Borrower or delivery of the existing Note by the Lender.
Sample 1
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:
Sample 1
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.
Sample 1
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.
Sample 1
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.
Sample 1
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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...
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Exchange Settlement 
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Related to Exchange Settlement

  • Exchange Securities The 9.50% Senior Notes due 2020, of the same series under the Indenture as the Initial Notes and the Guarantees attached thereto, to be issued to Holders in exchange for Transfer Restricted Securities pursuant to this Agreement.

  • Exchange Notes The 6.500% Notes due 2029 of the same series under the Indenture as the Notes, to be issued to Holders in exchange for Registrable Notes pursuant to this Agreement.

  • The Settlement Following mediation with a neutral party, a Settlement has been reached. As part of the Settlement, a Qualified Settlement Fund of $39,500,000 will be established to resolve the Class Action. The Net Settlement Amount is $39,500,000 minus any Administrative Expenses (including taxes and tax expenses), Court-approved Attorneys’ Fees and Costs, and Class Representative Compensation. The Net Settlement Amount will be allocated to Class Members according to a Plan of Allocation to be approved by the Court.

  • Cash Settlement If Cash Settlement is applicable to any Option exercised or deemed exercised hereunder, in lieu of Section 8.1 of the Equity Definitions, Dealer will pay to Counterparty, on the relevant Settlement Date for each such Option, an amount of cash (the “Cash Settlement Amount”) equal to the sum, for each Valid Day during the Settlement Averaging Period for such Option, of (i) the Daily Option Value for such Valid Day, divided by (ii) the number of Valid Days in the Settlement Averaging Period.

  • Registration Exchange Substitution of Notes Section 13.1. Registration of Notes Section 13.2. Transfer and Exchange of Notes Section 13.3. Replacement of Notes

  • Equity Trading and Transaction Settlement The equity trading desks execute buy and sell order based on instructions provided by affiliated advisers. The trading staff either places orders electronically or contacts brokers to place orders, find liquidity and seek price levels. Upon completion of a transaction, the transaction settlement group works with the broker and the account custodian to ensure timely and accurate exchange of securities and monies.

  • Trade Settlement Transactions will be settled using practices customary in the jurisdiction or market where the transaction occurs. The Fund understands that when the Custodian is instructed to deliver Securities against payment, delivery of such Securities and receipt of payment therefor may not be completed simultaneously. The Fund assumes full responsibility for all risks involved in connection with the Custodian’s delivery of Securities pursuant to Authorized Instructions in accordance with local market practice.

  • Full Settlement The Company's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay as incurred, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Internal Revenue Code of 1986, as amended (the "Code").

  • Physical Settlement If Physical Settlement is applicable, then Counterparty shall deliver to Dealer through the Clearance System a number of Shares equal to the Settlement Shares for such Settlement Date, and Dealer shall pay to Counterparty, by wire transfer of immediately available funds to an account designated by Counterparty, an amount equal to the Physical Settlement Amount for such Settlement Date, on a delivery versus payment basis. If, on any Settlement Date, the Shares to be delivered by Counterparty to Dealer hereunder are not so delivered (the “Deferred Shares”), and a Forward Price Reduction Date occurs during the period from, and including, such Settlement Date to, but excluding, the date such Shares are actually delivered to Dealer, then the portion of the Physical Settlement Amount payable by Dealer to Counterparty in respect of the Deferred Shares shall be reduced by an amount equal to the Forward Price Reduction Amount for such Forward Price Reduction Date, multiplied by the number of Deferred Shares.

  • Contractual Settlement Unless the parties agree to the contrary, the Custodian will attend to the settlement of securities transactions in accordance with the Custodian's standard operating procedure, on the basis of either contractual settlement date accounting or actual settlement date accounting. To the extent the Custodian settles certain securities transactions on the basis of contractual settlement date accounting, the Custodian may reverse with back value to the contractual settlement date any entry relating to such contractual settlement if the Custodian reasonably believes that such amount will not be received.

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