Common use of Exercise Instructions Clause in Contracts

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 forthforth herein, a Beneficiary shall be entitled, 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 Shares registered in the name of such Beneficiary on the books of EMS LPCanco. To cause the exercise of the Exchange Right by the Trustee, the Beneficiary shall deliverdeliver to the Trustee, 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, Ontario or at such other places place as the Trustee may from time to time designate by written notice to the Beneficiaries: , the certificates representing the Exchangeable Shares which such Beneficiary desires RTO Acquiror to purchase, duly endorsed in blank for transfer, and accompanied by such other documents and instruments as the Trustee, RTO Acquiror and Canco 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 the Trustee to exercise the Exchange Right so as to require the Company RTO Acquiror to purchase from the Beneficiary the number of LP Exchangeable Units Shares specified therein, (ii) that such Beneficiary has good title to and owns all such LP Exchangeable Units Shares to be acquired by the Company RTO Acquiror free and clear of all liens, claims claims, security interests 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.encumbrances,