Exercise Instructions Sample Clauses

Exercise Instructions. Subject to the terms and conditions herein set forth, a Beneficiary shall be entitled, upon the occurrence and during the continuance of an Insolvency Event, to instruct Trustee to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of such Beneficiary on the books of ExchangeCo. To cause the exercise of the Exchange Right by Trustee, the Beneficiary shall deliver to Trustee, in person or by certified or registered mail, at its principal corporate trust office in Vancouver, British Columbia or at such other places in Canada as Trustee may from time to time designate by written notice to the Beneficiaries, the certificates representing the Exchangeable Shares which such Beneficiary desires Parent to purchase, duly endorsed in blank for transfer, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under applicable laws and the constating documents of ExchangeCo and such additional documents and instruments as Trustee, Parent or ExchangeCo may reasonably require together with (a) a duly completed form of notice of exercise of the Exchange Right, contained on the reverse of or attached to the Exchangeable Share certificates, stating (i) that the Beneficiary thereby instructs Trustee to exercise the Exchange Right so as to require Parent to purchase from the Beneficiary the number of Exchangeable Shares specified therein, (ii) that such Beneficiary has good title to and owns all such Exchangeable Shares to be acquired by Parent free and clear of all liens, claims, security interests, adverse claims and encumbrances, (iii) the names in which the certificates representing Parent Common Shares issuable in connection with the exercise of the Exchange Right are to be issued, and (iv) the names and addresses of the Persons to whom such new certificates should be delivered; and (b) payment (or evidence satisfactory to Trustee, ExchangeCo and Parent of payment) of the taxes (if any) payable as contemplated by Section 5.8 of this Agreement. If only a part of the Exchangeable Shares represented by any certificate or certificates delivered to Trustee are to be purchased by Parent under the Exchange Right, a new certificate for the balance of such Exchangeable Shares shall be issued to the holder at the expense of ExchangeCo.

Exercise Instructions. Subject to the terms and conditions herein set forth, a Holder shall be entitled, upon the occurrence and during the continuance of any event as provided by paragraphs 2.1(a)(i) or (ii), to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of such Holder on the books of the Corporation. To exercise the Exchange Right, the Holder shall deliver to the Corporation, in person or by certified or registered mail the certificates representing the Exchangeable Shares which such Holder desires U.S. Company or a Permitted Subsidiary to purchase, duly endorsed in blank, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Canada Business Corporations Act and the by-laws of the Corporation and such additional documents and instruments as the Corporation may reasonably require together with: (a) a written notice of exercise of the Exchange Right attached to the Exchangeable Share certificates, stating (i) that the Holder thereby exercises the Exchange Right so as to require U.S. Company or, at the option of U.S. Company, a Permitted Subsidiary to exchange the number of Exchangeable Shares specified therein, (ii) that such Holder has good title to and owns all such Exchangeable Shares to be acquired by U.S. Company or a Permitted Subsidiary free and clear of all liens, claims and encumbrances (other than resale restrictions arising under applicable securities laws), (iii) that such Holder is not a non-resident of Canada for the purposes of the Income Tax Act (Canada), (iv) the names in which the certificates representing U.S. Company Shares issuable in connection with the exercise of the Exchange Right are to be issued and (v) the names and addresses of the person to whom such new certificates should be delivered; and (b) payment (or evidence satisfactory to U.S. Company or the Permitted Subsidiary, as the case may be, and the Corporation of payment) of the taxes (if any) payable as contemplated by Section 2.8 of this Agreement. Delivery of such written notice of exercise together with the other required documents and instruments described above shall constitute the exercise of the Exchange Right on the Holders’ part. If only a part of the Exchangeable Shares represented by any certificate or certificates are to be exchanged by U.S. Company or a Permitted Subsidiary under the Exchange Right, a new certificate for the balance of such Exc...

Exercise Instructions. (1) Subject to the terms and conditions herein, an Exchangeable Shareholder shall be entitled upon the occurrence of an Exchangeable Shareholder Put Event, to exercise the Exchangeable Shareholders’ Put Right with respect to all or any part of the Exchangeable Shares registered in the name of such Exchangeable Shareholder on the books of Exchangeco. (2) To exercise the Exchangeable Shareholders’ Put Right, the Exchangeable Shareholder shall deliver to Callco, in person or by certified or registered mail, at its principal corporate office in the Province of British Columbia or at such other place as Callco may from time to time designate by written notice to the Exchangeable Shareholders, the certificates (if any) representing the Exchangeable Shares which such Exchangeable Shareholder desires Callco to purchase, duly endorsed in blank, and such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under applicable law and the Constating Documents, together with (a) a duly completed notice of exercise (the “Notice of Exercise”) of the Exchangeable Shareholders’ Put Right, in the form attached hereto as Schedule “B”, stating: (i) that the Exchangeable Shareholder thereby exercises the Exchangeable Shareholders’ Put Rights, as applicable, so as to require Callco to purchase from such Exchangeable Shareholder the number of Exchangeable Shares specified therein; (ii) that such Exchangeable Shareholder has good title to and owns all such Exchangeable Shares to be acquired by Callco free and clear of all liens, claims and encumbrances; (iii) that such Exchangeable Shareholder is not a non-resident of Canada for purposes of the Income Tax Act (Canada); (iv) the name(s) in which the GMS Common Shares issuable in connection with the exercise of the Exchangeable Shareholders’ Put Rights are to be issued; (v) that it will provide Callco or any of its Affiliates with such representations or certificates as are reasonably requested by Callco or any of its Affiliates in order to comply with the U.S. Securities Act of 1933, as amended (the “US Securities Act”) and all other applicable securities legislation; and (vi) whether payment of any Additional Amount is to be satisfied by delivery of GMS Common Shares or in cash, and (b) payment (or evidence of payment satisfactory to Exchangeco and GMS) of the taxes, if any, payable as contemplated by Section 8.5. (3) To the extent that any certificates representing the Exchangeable Shares ...

Exercise Instructions. Subject to the terms and conditions herein set forth, a Beneficiary shall be entitled, upon the occurrence and during the continuance of an Insolvency Event, to instruct the Trustee to exercise the Exchange Right with respect to all or any part of the LP Exchangeable Units in the name of such Beneficiary on the books of EMS LP. To cause the exercise of the Exchange Right by the Trustee, the Beneficiary shall deliver, in person or by certified or registered mail, to the Trustee, at its principal office in Toronto, Canada, or to the Company, at its principal executive office in the United States, or at such other places as the Trustee may from time to time designate by written notice to the Beneficiaries: (a) a duly completed form of notice of exercise of the Exchange Right, stating (i) that the Beneficiary thereby instructs the Trustee to exercise the Exchange Right so as to require the Company to purchase from the Beneficiary the number of LP Exchangeable Units specified therein, (ii) that such Beneficiary has good title to and owns all such LP Exchangeable Units to be acquired by the Company free and clear of all liens, claims and encumbrances and (iii) the names in which the certificates representing Class B Common Stock issuable in connection with the exercise of the Exchange Right are to be issued; and (b) payment (or evidence satisfactory to the Trustee, EMS LP and the Company of payment) of the taxes, if any, payable as contemplated by Section 5.8 of this Agreement, together with such other documents and instruments as may be required to effect a transfer of LP Exchangeable Units under the Delaware Revised Uniform Limited Partnership Act and the Agreement of Limited Partnership and such additional documents and instruments as the Trustee, EMS LP and the Company may reasonably require.

Exercise Instructions. Subject to the terms and conditions herein set forth, a Holder shall be entitled, upon the occurrence and during the continuance of an Insolvency Event, to instruct the Trustee to exercise the Exchange Right with respect to all or any part of the Series 1 Exchangeable Shares registered in the name of such Holder on the books of Services. To cause the exercise of the Exchange Right by the Trustee, the Holder shall deliver to the Trustee, in person or by certified or registered mail, at its principal office in Calgary, Alberta, or in Toronto, Ontario or at such other places in Canada as the Trustee may from time to time designate by written notice to the Holders, the certificates representing the Series 1 Exchangeable Shares which such Holder desires Weatherford to purchase, duly endorsed in blank, and accompanied by such other documents and instruments as may be required to effect a transfer of Series 1 Exchangeable Shares under the Business Corporations Act (Alberta), other applicable laws, if any, and the by-laws of Services and such additional documents and instruments as the Trustee may reasonably require together with (i) a duly completed form of notice of exercise of the Exchange Right, contained on the reverse of or attached to the Series 1 Exchangeable Share certificates, stating (A) that the Holder thereby instructs the Trustee to exercise the Exchange Right so as to require Weatherford to purchase from the Holder the number of Series 1 Exchangeable Shares specified therein, (B) that such Holder has good title to and owns all such Series 1 Exchangeable Shares to be acquired by Weatherford free and clear of all liens, claims and encumbrances, (C) the names in which the certificates representing Weatherford Common Stock issuable in connection with the exercise of the Exchange Right are to be issued and (D) the names and addresses of the persons to whom the Series 1 Exchangeable Share Consideration should be delivered and (ii) payment (or evidence satisfactory to the Trustee, Services and Weatherford of payment) of the taxes (if any) payable as contemplated by Section 5(h) of this agreement. If only a part of the Series 1 Exchangeable Shares represented by any certificate or certificates delivered to the Trustee are to be purchased by Weatherford under the Exchange Right, a new certificate for the balance of such Series 1 Exchangeable Shares shall be issued to the Holder at the expense of Services.

Exercise Instructions. Subject to the terms and conditions herein set forth, WISI shall be entitled, at any time, to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of WISI on the books of the Corporation. To exercise the Exchange Right, WISI shall deliver to the registered office of TD Waterhouse, the certificates representing the Exchangeable Shares which WISI desires TD Waterhouse to purchase, duly endorsed in blank, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Business Corporations Act (Ontario) and such additional documents and instruments as TD Waterhouse or the Corporation may reasonably require together with (a) a duly completed form of notice of exercise of the Exchange Right, in the form attached hereto as Schedule “A”, stating (i) that WISI has elected to exercise the Exchange Right so as to require TD Waterhouse to purchase from WISI the number of Exchangeable Shares specified therein, (ii) that WISI has good title to and owns all such Exchangeable Shares to be acquired by TD Waterhouse free and clear of all liens, claims and encumbrances, (iii) the names in which the certificates representing TD Waterhouse Common Stock issuable in connection with the exercise of the Exchange Right are to be issued and (iv) the names and addresses of the persons to whom such new certificates should be delivered and (b) payment (or evidence satisfactory to the Corporation and TD Waterhouse of payment) of the taxes (if any) payable as contemplated by section 2.5 of this agreement. If only a portion of the Exchangeable Shares represented by any certificate delivered to TD Waterhouse are to be purchased by TD Waterhouse or TD Waterhouse Sub under the Exchange Right, a new certificate for the balance of such Exchangeable Shares shall be issued to WISI at the expense of the Corporation.

Exercise Instructions. Subject to the terms and conditions herein set forth, a Third Party TEC Common Shareholder or Optionholder shall be entitled to exercise the Rights with respect to all or any part of the Third Party TEC Common Shares or Vested Options, as applicable, registered in the name of such Third Party TEC Common Shareholder or Optionholder. To exercise the Rights, the Third Party TEC Common Shareholder or Optionholder shall deliver to TRC, by personal delivery or express courier, at its principal office in Calgary, Alberta or at such other places in Canada or the United States that TRC may from time to time designate by written notice to the Third Party TEC Common Shareholder or Optionholder (a) the certificates representing the Third Party TEC Common Shares or the agreement representing the Vested Options, as applicable, which such Third Party TEC Common Shareholder or Optionholder, desires TRC to exchange, duly endorsed in blank for transfer or accompanied by a duly executed stock power with respect to the Third Party TEC Common Shares, and an assignment and cancellation agreement in form and substance satisfactory to TRC, with respect to the Vested Options, and such additional documents and instruments as TRC may reasonably require, (b) with respect to the Vested Options, the exercise price with respect to each such Vested Option, in a form or payment acceptable to TRC, and (c) a duly completed notice of exercise of the Rights stating (i) that the Third Party TEC Common Shareholder or Optionholder thereby exercises the Rights so as to require TRC to exchange the number of Third Party TEC Common Shares or Vested Options, as applicable, specified therein, (ii) that such Third Party TEC Common Shareholder or Optionholder has good title to and owns all such Third Party TEC Common Shares or Vested Options, as applicable, to be acquired by TRC free and clear of all liens, claims and encumbrances (other than with respect to the Vested Options, any lien, claim or encumbrance relating to the Stock Award Loan Program) and that such Third Party TEC Shareholder or Optionholder is or is not (as applicable) a non-resident of Canada for the purposes of the Tax Act, (iii) the names in which the certificates representing the shares of TRC Common Stock issuable in connection with the exercise of the Rights are to be issued, and (iv) the names and addresses of the person to whom such new certificates should be delivered, and (d) payment (or evidence satisfactory to TRC of payment)...

Exercise Instructions. Subject to the terms and conditions set forth herein, a Beneficiary shall be entitled, upon the occurrence and during the continuance of an Insolvency Event, to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of such Beneficiary on the books of ExchangeCo. To cause the exercise of the Exchange Right, the Beneficiary shall deliver to SPAC, in person or by certified or registered mail, at such place as SPAC may from time to designate by written notice to the Beneficiaries, the certificate or certificates representing the Exchangeable Shares which such Beneficiary desires SPAC to purchase, duly endorsed in blank for transfer, and accompanied by such other documents and instruments as SPAC, ExchangeCo and the Transfer Agent may reasonably require, together with:

Exercise Instructions. The surviving Controlling Shareholder's notice of exercise of the Option shall be in writing in a form similar to Exhibit A, and specify the date, time and place of closing, which shall be in Hennepin County, Minnesota. The surviving Controlling Shareholder may also waive his rights to purchase or exercise his Option by a written notice in a form similar to Exhibit B.

Exercise Instructions. Subject to the terms and conditions herein set --------------------- forth, a Holder shall be entitled, upon the occurrence and during the continuance of an Insolvency Event, to instruct the Trustee to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of such Holder on the books of the Corporation. To cause the exercise of the Exchange Right by the Trustee, the Holder shall deliver to the Trustee, in person or by certified or registered mail, at its principal office or at such other place as the Trustee may from time to time designate by written notice to the Holders, the certificates representing the Exchangeable Shares that such Holder desires Sonic to purchase, duty endorsed in blank, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the OBCA and the by-laws of the Corporation and such additional documents and instruments as the Trustee may reasonably require together with (a) a duly completed form of notice of exercise of the Exchange Right, in the form attached hereto as Schedule A, or attached to the Exchangeable Share certificates, stating (i) that the Holder thereby instructs the Trustee to exercise the Exchange Right so as to require Sonic to purchase from the Holder the number of Exchangeable Shares specified therein, (ii) that such Holder has good title to and owns all such Exchangeable Shares to be acquired by Sonic free and clear of all Liens, (iii) the names in which the certificates representing Sonic Common Shares issuable in connection with the exercise of the Exchange Right are to be issued and (iv) the names and addresses of the persons to whom such new certificates should be delivered and (b) payment (or evidence satisfactory to the Trustee, the Corporation and Sonic of payment) of the taxes (if any) payable as contemplated by section 5.8 of this Agreement. If only a part of the Exchangeable Shares represented by any certificate or certificates delivered to the Trustee are to be purchased by Sonic under the Exchange Right, a new certificate for the balance of such Exchangeable Shares shall be issued to the holder at the expense of the Corporation.