Exchange Transactions. During the period commencing on the date hereof and for so long as this Warrant remains outstanding, neither the Company nor any of its affiliates or Subsidiaries, nor any of its or their respective officers, employees, directors, agents or other representatives, will, without the prior written consent of the Holder (which consent may be withheld, delayed or conditioned in the Holder’s sole discretion), directly or indirectly: (a) solicit, initiate, encourage or accept any other inquiries, proposals or offers from any Person (other than the Holder) relating to any exchange (i) of any security of the Company or any of its Subsidiaries for any other security of the Company or any of its Subsidiaries; or (ii) of any indebtedness or other securities of, or claim against, the Company or any of its Subsidiaries relying on the exemption provided by Section 3(a)(10) of the Securities Act (any such transaction described in clauses (i) or (ii), an “Exchange Transaction”); (b) enter into, effect, alter, amend, announce or recommend to its stockholders any Exchange Transaction with any Person (other than the Holder); or (c) participate in any discussions, conversations, negotiations or other communications with any Person (other than the Holder) regarding any Exchange Transaction, or furnish to any Person (other than the Holder) any information with respect to any Exchange Transaction, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any Person (other than the Holder) to seek an Exchange Transaction involving the Company or any of its Subsidiaries. In addition, for so long as any of the Warrants remain outstanding, neither the Company nor any of its affiliates or Subsidiaries, nor any of its or their respective officers, employees, directors, agents or other representatives, will, without the prior written consent of the Holder (which consent may be withheld, delayed or conditioned in the Holder’s sole discretion), directly or indirectly, cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any Person (other than the Holder) to effect any acquisition of securities or indebtedness of, or claim against, the Company by such Person from an existing holder of such securities, indebtedness or claim in connection with a proposed exchange of such securities or indebtedness of, or claim against, the Company (whether pursuant to Section 3(a)(9) or 3(a)(10) of the Securities ...
Exchange Transactions. To the extent permitted to do so under the Exchange Agreement, a Limited Partner may exchange all or a portion of the Class A Units owned by such Limited Partner for Common Units.
Exchange Transactions. Nothing in this Section 11.7 shall preclude the settlement of any transaction entered into through the facilities of any national securities exchange or automated inter-dealer quotation system. The fact that the settlement of any transaction occurs shall not negate the effect of any other provision of this Section 11.7 and any transferee in such a transaction shall be subject to all of the provisions and limitations set forth in this Section 11.7.
Exchange Transactions. Seller may dispose of or Purchaser may acquire the Property through means of a like-kind exchange of real property, whether a simultaneous or deferred “Starker”-type exchange (an “Exchange”), pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations (the “Regulations”) promulgated under it. If either party gives notice to the other party that the notifying party intends to effect an Exchange in conjunction with the conveyance of the Property, the other party shall cooperate with the notifying party for purposes of effecting and structuring such Exchange; provided that, if the notifying party elects to effect a deferred exchange: (a) a qualified intermediary shall be utilized to effect the Exchange, and (b) the transfer requirements of the Code and the Regulations shall be satisfied by the so-called “assignment of rights” method provided for in the Regulations, whereby the notifying party will assign some or all of its rights under this Agreement to the qualified intermediary and retain its obligations under this Agreement. The other party agrees to execute such documents or instruments as are reasonably necessary to implement the Exchange, provided that the other party shall not be required to undertake any obligation or liability to any third party as part of the Exchange and Purchaser shall not be required to take title to property other than the Property. The notifying party shall be solely responsible for assuring that the structure, implementation and completion of the Exchange are effective for the notifying party’s federal, state, local or other tax purposes.
Exchange Transactions. Subject to Section 2.4 below, on each calendar day from and including the date hereof through and including the day prior to the Termination Date, Vitol and Coffeyville shall be deemed to enter into an exchange transaction (each, an “Exchange Transaction”), upon and subject to the following terms and conditions:
Exchange Transactions. By virtue of the fact that the Secured Obligations of the Trustors are obligations mainly denominated in United States Dollars, to the extent it is necessary to pay such amounts denominated in United States Dollars, the amount in pesos received from the sale of the Trust Estate agreed in this Clause Seven shall be converted by the Trustee, to the extent necessary and in accordance with the instructions of the Beneficiary, into United States Dollars, at the most favorable exchange rate provided by Banco Nacional de México, S.A., a member of the Banamex Financial Group, or BBVA Bancomer, S.A., Full-Service Bank, BBVA Financial Group Bancomer, or any of their successors and, in the event that that exchange rate is not provided to the Trustee by any of such institutions or their successors, at the exchange rate provided by the institutions selected by the Beneficiary, and the converted amounts shall be applied by the Trustee, until they are available, to the payment of the Secured Obligations denominated in Dollars and other items described above (in such order).
Exchange Transactions. (a) Not later than June 9, 2023 (the “Commencement Deadline”), the Obligors shall commence and solicit participation in the Exchange Offer. The Exchange Offer shall remain open for twenty (20) Business Days (as such term is defined in the Exchange Act), subject to extension at the discretion of the Obligors or as otherwise required by Applicable Law, in each case, subject to the Outside Date.
(b) The Exchange Offer shall provide each holder of Existing Notes with the right to exchange each $1,000 of its Existing Notes for the Exchange Consideration.
(c) All Existing Notes exchanged in connection with the Exchange Offer shall be retired and cancelled at Closing and will not be reissued.
(d) The Obligors shall effect the Exchange Offer (i) pursuant to the Offering Memorandum and in compliance with the applicable provisions thereof, including the release provisions, which the Company Parties and all exchanging noteholders, including the Supporting Noteholders, will be deemed to consent to, (ii) in compliance with the applicable provisions of the Securities Act and the Exchange Act (including Rule 10b-5, Section 14(e) and Regulation 14E promulgated thereunder), and (iii) in a manner that is in form and substance reasonably acceptable to the Requisite Supporting Noteholders.
(e) Simultaneous with the commencement of the Exchange Offer, the Obligors shall launch the Consent Solicitation pursuant to the Offering Memorandum and seek to obtain the Consents from each holder of Existing Notes for the amendment of the Existing Indenture so as to eliminate the covenants, defaults, events of defaults and other provisions, as specified in the Indenture Amendment. Holders of Existing Notes shall be required to provide Consents as a condition to participating in the Exchange Offer. The Obligors shall not pay any fee or other consideration to the holders of Existing Notes in connection with the Consent Solicitation unless such fee or other consideration is paid to each holder of the Existing Notes that provides a Consent. Any Consents delivered by holders of Existing Notes shall become effective only upon the Closing occurring, and the Exchange Offer and the Consent Solicitation shall be conditioned on each other.
(f) Each of the Exchange Documents shall be consistent in all respects with, and shall contain, the terms and conditions set forth in this Agreement and shall otherwise be in form and substance reasonably acceptable to the Obligors and the Requisite Supporting Not...
Exchange Transactions. (a) Upon the execution of the underwriting agreement pursuant to which TPG Inc. will effect a public offering (the “Effective Time”), each of BondCo and CoulCo hereby contribute their respective Contributed H2Sub Interests to PubCo in exchange for the issuance by PubCo to each of BondCo and CoulCo of a number of Class A Shares equal to 500,000 divided by the IPO Price.
(b) At of the Effective Time, TPG GP Advisors hereby contributes $500,000 in cash plus any and all Carry Designation Rights held by it to PubCo in exchange for the issuance to TPG GP Advisors by PubCo of a number of Class A Shares equal to 500,000 divided by the IPO Price (the “TPG GP Advisors Class A Shares”).
(c) At the Effective Time, each of DB and JC hereby contribute to PubCo (i) any and all Carry Designation Rights held by them personally and (ii) $500,000 in cash ($1,000,000 in aggregate), in exchange for the issuance to each of DB and JC by PubCo of a number of Class A Shares equal to 500,000 divided by the IPO Price.
(d) Upon the earlier of (x) 9:00 am New York time on the Effective Date and (y) the Effective Time, (i) JC hereby contributes 100% of his interests in TPG GP Advisors to NewCo in exchange for the issuance by NewCo of an equal number of shares in NewCo to JC and (ii) DB hereby contributes 100% of his interests in TPG GP Advisors to NewCo, in exchange for the issuance by NewCo of an equal number of shares in NewCo.
(e) On the Effective Date but following the transaction contemplated by the preceding Section 2(d), TPG GP Advisors shall convert from a Delaware corporation to a Delaware limited liability company (the “Conversion”).
(f) As of the Effective Date, immediately following the transaction described in Section 2(c), TPG GP Advisors hereby distributes the TPG GP Advisors Class A Shares to NewCo (the “Share Distribution”), and NewCo accepts such distribution.
(g) As of the Effective Date, immediately following the Share Distribution, NewCo hereby transfers 100% of its interests in TPG GP Advisors to ControlCo for no consideration, and ControlCo accepts such transfer.
(h) As of the Effective Date, immediately following the transfer contemplated by the preceding Section 2(g), TPG TPEP Advisor hereby transfers 100% of its TPEP GenPar Interests, to TPG GP Advisors.
(i) As of the Effective Date, immediately following the transfer contemplated by the preceding Section 2(h), TPG Holdings SBS Advisors hereby transfers 100% of its interests in TPG Group Holdings (SBS) Advisor...
Exchange Transactions. (a) Pursuant to the terms of this Agreement, the Purchaser hereby assigns and transfers to the Company 2,385,624 shares of Series B Preferred Stock (the “Exchange Preferred Stock”), and in consideration therefor, the Company hereby agrees to issue to Purchaser 4,771,248 shares of Company Common Stock (the “Exchange Common Stock”). The Purchaser and the Company hereby agree that all accrued and unpaid dividends with respect to the Exchange Preferred Stock shall be cancelled. Within two (2) Business Days following the date of this Agreement, the Company shall deliver to the Purchaser an original certificate representing the Exchange Common Stock, and the Purchaser shall deliver to the Company the original certificate representing the Exchange Preferred Stock, together with an assignment separate from certificate relating thereto.
(b) The 2018 Warrant shall be amended and restated pursuant to the terms of the Amended and Restated Warrant in the form attached hereto as Exhibit A.
(c) The Purchaser hereby agrees that the Stock Pledge Agreement is hereby terminated. Within two (2) Business Days following the date of this Agreement, the Purchaser shall deliver to the Founder Stockholders the original executed certificates representing the Company Common Stock previously pledged by the Founder Stockholders to the Purchaser pursuant to the Stock Pledge Agreement.
Exchange Transactions. Following the completion of the Separation as set forth in Section 2.1, on the Distribution Date, the parties hereto shall effect the following transactions, simultaneously and subject to the limitations set forth below, in each case, with such modifications, if any, as Ashford Trust shall determine are necessary or desirable for efficiency or similar purposes:
