Exchangeability. This Agreement (and the Option granted hereby) are exchangeable, without expense, at the option of the Holder, upon presentation and surrender of this Agreement at the principal office of Issuer, for other Agreements providing for Options of different denominations entitling the Holder thereof to purchase, on the same terms and subject to the same conditions as are set forth herein, in the aggregate the same number of shares of Common Stock purchasable hereunder. The terms "Agreement" and "Option" as used herein include any Agreements and related Options for which this Agreement (and the Option granted hereby) may be exchanged. Upon receipt by Issuer of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Agreement, and (in the case of loss, theft or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of this Agreement, if mutilated, Issuer will execute and deliver a new Agreement of like tenor and date in substitution for the lost, stolen, destroyed or mutilated Agreement.
Exchangeability. When the 2001 Series A Bonds are held in a Book-Entry System, the delivery of 2001 Series A Bonds, exchanges, transfers and assignments of the 2001 Series A Bonds and issuance of the 2001 Series A Bonds shall be determined by the provisions of the 2001 Series A DTC Letter of Representations. Subject to Section 3.07 of the Indenture, all 2001 Series A Bonds not held in the Book-Entry System shall be fully interchangeable, and, upon surrender at the office or agency of the Trustee in a Place of Payment therefor, shall be exchangeable for other 2001 Series A Bonds of a different authorized denomination or denominations, as requested by the Holder surrendering the same. The Company will execute, and the Trustee shall authenticate and deliver, 2001 Series A Bonds whenever the same are required for any such exchange.
Exchangeability. When the 2002 Series B Bonds are held in a Book-Entry System, the delivery of 2002 Series B Bonds, exchanges, transfers and assignments of the 2002 Series B Bonds and issuance of the 2002 Series B Bonds shall be determined by the provisions of the 2002 Series B DTC
Exchangeability. This Warrant is exchangeable, upon the surrender hereof by the Holder at said office of the Company, for new Warrants of like tenor and date representing in the aggregate the right to purchase the number of shares of Common Stock which may be purchased hereunder, each of such new Warrants to represent the right to purchase such number of shares as shall be designated by the Holder at the time of such surrender.
Exchangeability. When the 2002 Series B Bonds are held in a Book-Entry System, the delivery of 2002 Series B Bonds, exchanges, transfers and assignments of the 2002 Series B Bonds and issuance of the 2002 Series B Bonds shall be determined by the provisions of the 2002 Series B DTC Letter of Representations. Subject to Section 3.07 of the Indenture, all 2002 Series B Bonds not held in the Book-Entry System shall be fully interchangeable, and, upon surrender at the office or agency of the Trustee in a Place of Payment therefor, shall be exchangeable for other 2002 Series B Bonds of the same maturity but of a different authorized denomination or denominations, as requested by the Holder surrendering the same. The Company will execute, and the Trustee shall authenticate and deliver, 2002 Series B Bonds whenever the same are required for any such exchange.
Exchangeability. All the bonds issued hereunder shall be executed on behalf of the Company by the Chairman of the Board, the President or a Vice President of the Company and its corporate seal (which may be in facsimile, if permitted by law) shall be thereunto affixed and attested by its Secretary or an Assistant Secretary. In case any of the officers who shall have signed or sealed any bonds or attested the seal thereon shall cease to be such officers of the Company before the bonds so signed and sealed shall have been actually authenticated or delivered by the Trustee or issued by the Company, such bonds nevertheless may be authenticated, delivered and issued with the same force and effect as though the person or persons who signed and sealed such bonds and attested the seal thereon had not ceased to be such officer or officers of the Company; and also any such bond may be signed and sealed and the seal thereon attested, on behalf of the Company, by such persons as at the actual date of the execution of such bond shall be the proper officers of the Company, although at the nominal date of such bond any such persons shall not have been officers of the Company. Any bond issued hereunder may bear such numbers, letters other marks of identification or designation, and may be endorsed with or have incorporated in the text thereof such legends or recitals in respect of transferability and in respect of the bond or bonds for which it is exchangeable, as may be determined by the Board of Directors, with the approval of the Trustee, and as may be required to comply with the rules and regulations of any securities exchange upon which the bonds are listed or may be listed or to conform to any usage with respect thereto.
Exchangeability. Each share of Series C Preferred Stock is to be issued in exchange for one U.S. dollar ($1.00), (the “Exchange Value”) of the outstanding balance at the time rounded up to next highest dollar, in whole or in part, of any convertible promissory note, debenture or other form of debt instrument (each a “Debt Instrument”) issued by the Corporation to a debtholder (the “Debtholder”) who is to receive the Series C Preferred Stock (the “Exchange”). Any such Exchange shall be by written agreement between the Corporation and the Debtholder and may contain terms and conditions in addition to those included herein (the “Exchange Agreement”) and the Exchange Agreement shall be approved by a resolution of the Board of Directors of the Corporation prior to the Exchange occurring. It is understood by the Corporation and the Debtholder that the rights granted to the Debtholder under the Debt Instrument being exchanged by the Corporation, and or any guarantors of the Debt Instrument shall remain in full force and effect after the Exchange, until such time as the Series C Preferred Stock is either converted in full to shares of common stock or redeemed per the terms and conditions of the following Section 6. For purposes of Rule 144 and sub-section (d)(3)(ii) thereof, it is intended, understood and acknowledged that any of the Series C Preferred Stock issued upon Exchange shall be deemed to have been acquired at the time the underlying Debt Instrument was issued. Moreover, it is intended, understood and acknowledged that the holding period for the Common Stock issued upon any Conversion (as hereinafter defined) of the Series C Preferred Stock, in accordance with federal and state law and regulation, shall be deemed to have commenced on the date the Debt Instrument was issued.
Exchangeability. Limited Partner Units shall, subject to ------------ ---------------- Section 13.0(a) below and as described in Section 13.1(b), be exchangeable for Partnership Units of HLP under HLP's Amended and Restated Agreement of Limited Partnership (the "OP Partnership Units") and, subject to Section 13.0(b) below and as described in Section 13.1(a), be exchangeable for Class A Common Shares (the "Exchange Rights") until the earliest to occur of the following: (i) such time as the General Partner's Partnership Interest is acquired in full by the Limited Partner, pursuant to Section 13.0(a)(z), (ii) the Transfer by HLP of all of its General Partnership Interest in accordance with Articles 8, 10 or 11 of this Agreement, and (iii) HLP's otherwise ceasing to be the General Partner, with the consent of the Limited Partner. The Exchange Rights shall not be exercisable at any time during the pendency of a buy/sell process, once initiated by the Limited Partner under Article 11 hereof.
(a) If delivery to or ownership of OP Partnership Units by a holder of Limited Partner Units (regardless of whether or not such holder of Limited Partner Units has, in fact, exercised its Exchange Rights, and taking into account deemed ownership determined after applying the provisions of Section 318 of the Code as modified by the provisions of Section 856(d)(5) of the Code), would result in:
(i) such holder of Limited Partner Units or any other person owning or being deemed to own, directly or indirectly (determined after applying the provisions of Section 318 of the Code, as modified, by the provisions of Section 856(d)(5) of the Code), units representing an interest in 25% or more of the capital, profits or net assets of HLP, and
(ii) (A) cause HT to own or be deemed to own, directly or indirectly (determined after applying the provisions of Section 318 of the Code, as modified, by the provisions of Section 856(d)(5) of the Code), 10% or more of the ownership interests in a tenant of HT, HLP, or any other entity in which either HT or HLP has an equity interest, excluding, for this purpose, an entity which qualifies as a taxable REIT subsidiary of HT (within the meaning of Section 856(l) of the Code) ( a "TRS"), or
(1) cause persons owning, or being deemed to own, directly or indirectly (determined after applying the provisions of Section 318 of the Code, as modified, by the provisions of Section 856(d)(5) of the Code), 35% or more of the voting stock or value of the shares of HT to be dee...
Exchangeability. (a) The Series A Preferred Shares are exchangeable in whole, or in part, at the option of the Corporation, for the Corporation's 2 3/4% Convertible Subordinated Notes due 1999 (the "Convertible Notes") on any dividend payment date beginning on March 15, 1997 at the rate of $79.875 principal amount of Convertible Notes for each Series A Preferred Share outstanding at the time of exchange. The Corporation may effect such exchange only if accrued and unpaid dividends on the Series A Preferred Shares have been paid in full. An exchange of less than all of the outstanding Series A Preferred Shares is permitted only if, immediately after giving effect to such exchange,
(i) the aggregate outstanding principal amount of the Convertible Notes is not less than $250,000,000, (ii) accrued and unpaid interest on the outstanding Convertible Notes has been paid in full and certain other requirements as specified in the related indenture for the Convertible Notes have been satisfied, and (iii) the aggregate liquidating distribution amount for the outstanding Series A Preferred Shares is not less than $250,000,000. The Corporation will mail written notice of its intention to exchange to each holder of record of the Series A Preferred Shares not less than 30 Trading Days or more than 45 Trading Days prior to the date fixed for exchange.
(b) Upon the date fixed for exchange of Series A Preferred Shares for Convertible Notes (the "Exchange Date"), if the Corporation has taken all action required to authorize the issuance of the Convertible Notes in exchange for Series A Preferred Shares, Series A Preferred Shares so exchanged will no longer be deemed outstanding and all rights relating to such shares will terminate, except only the right to receive dividends accrued and unpaid to and including the Exchange Date and the right to receive the Convertible Notes upon surrender of certificates representing the Series A Preferred Shares.
(c) In the event that Series A Preferred Shares have been exchanged for Convertible Notes pursuant to this Section 4.4.5, the provisions set forth under paragraphs (d), (f) and (g) of Section 4.4.3 hereof shall apply with respect to the Convertible Notes to the same extent and to the same effect as they would have applied to the Series A Preferred Shares.
Exchangeability. This Section 6.3 shall apply until the earlier of: (i) the four year anniversary of the date hereof, and (ii) the receipt by SDS of dividends on Series A Convertible Preferred Stock in the aggregate of US $ 6,000,000. At SDS's option, SDS may tender each Share owned by SDS to Merlin in exchange for:
(a) From the date hereof until July 31, 2004, 13.3 shares of the common stock of Merlin ("Merlin Common Stock"); provided, however, if the Daily Market Price (as defined herein) of each share of Merlin Common Stock has been greater than US $1.50 for at least twenty (20) trading days during any consecutive thirty (30) trading days, then for 6.7 shares of Merlin Common Stock.
(b) On any date after July 31, 2004, the greater of: (I) the number of shares of Merlin Common Stock as determined as of July 31, 2004 pursuant to Section 6.3(a) hereof, and (ii) that number of shares of Merlin Common Stock resulting from dividing (y) 10 by (z) the Daily Market Price of each share of Merlin Common stock as of the date of such exchange.
