Exercise of Exchange Right. (a) In order to exercise the Exchange Right, an Initial Member or JDI shall deliver a written notice (an “Exchange Notice”) to such effect to the Company, not less than ten (10) Business Days prior to the date as of which the Initial Member or JDI desires the closing (the “Exchange Closing”) of the exchange to occur (such date, the “Proposed Exchange Closing Date”). The Exchange Notice shall include a representation and warranty by the Initial Member or JDI to the effect that such Initial Member or JDI owns, and will continue to own until the Exchange Closing, the Offered Units subject to the Exchange Notice, free and clear of all liens, charges, security interests, options, claims, mortgages, pledges, proxies, voting trusts or agreements, obligations, understandings or arrangements or other restrictions on title or transfer of any nature whatsoever (“Liens”) other than Liens arising under this Agreement and Liens that will be discharged at or prior to Exchange Closing.
(b) Within five (5) Business Days after receipt by the Company of an Exchange Notice, the Company shall deliver to the exercising Initial Member or JDI a written notice: (i) specifying whether the Company or Secure will satisfy the Exchange Right and deliver to the Initial Member or JDI the Exchange Consideration, (ii) setting forth the preferred form of consideration and the Exchange Rate, (iii) if the Exchange Consideration is to include cash pursuant to Section 10.1(b)(B), the applicable Fair Market Value, (iv) if the Exchange Consideration is to include Public Company Shares pursuant to Section 10.1(b)(A), confirming whether the Public Company Shares to be delivered to the Initial Member or JDI will be included for listing on all exchanges on which all other Public Company Shares are listed, and confirming (a) that there has not been issued any order suspending the effectiveness of any registration statement relating to the Public Company Shares and (b) that there has not been a suspension of the qualification (or exemption from qualification) of any of the Public Company Shares for sale in any jurisdiction, (v) acknowledging compliance by Secure with the covenants set forth in Section 10.6 below and that it is prepared to close on the Exchange Closing Date (as defined below) and (vi) setting forth the exercising Initial Members’ or JDI’s rights to receive Earn Out Shares, if any, to be granted on the Exercise Closing Date.
(c) An Initial Member or JDI may withdraw an Exchange Notice at...
Exercise of Exchange Right. The Exchange Right shall be and remain vested in and exercisable by the Trustee. Subject to Section 6.15 hereof, the Trustee shall exercise the Exchange Right only on the basis of instructions received pursuant to this ARTICLE 5 from Beneficiaries entitled to instruct the Trustee as to the exercise thereof. To the extent that no instructions are received from a Beneficiary with respect to the Exchange Right, the Trustee shall not exercise or permit the exercise of the Exchange Right.
Exercise of Exchange Right. The Exchange Right shall be exercised by written notice from Purchaser to Holdings (an "Exchange Notice") stating that Purchaser desires to exercise an Exchange Right and setting forth: (i) the proposed closing date, which (subject to the earlier satisfaction or waiver of the condition set forth in Section 7) shall be within three days after the date of delivery of such notice; provided, however, if Holdings has not received the Notes BSRD described in Section 6(d) by such third day after the delivery of the Exchange Notice, the Closing shall occur as soon as practicable following the receipt of such Notes BSRD by Holdings, and (ii) the amount of Notes to be exchanged expressed as a Conversion Principal Amount and such Conversion Principal Amount shall be in multiples of $25,000.
Exercise of Exchange Right. (a) As a condition precedent to the exercise of the Exchange Right, the Company and the exercising Founder must mutually agree that no gain or loss will be required to be recognized for U.S. federal tax purposes on account of such exercise and related Exchange (the “Exchange Condition”).
(b) If the Exchange Condition is satisfied, the Exchange Right will be exercisable by the Founder by submitting a completed and fully-executed notice in the form attached hereto as Exhibit B (the “Exchange Notice”) to the Company on or prior to the Exchange Right’s Expiration Date (as defined below) and the Exchange Right will be deemed to have been exercised immediately prior to 5:00 p.m. (Pacific time) on the date of timely delivery of an Exchange Notice.
(c) Failure to satisfy the Exchange Condition or to deliver an Exchange Notice prior to 5:00 p.m. (Pacific time) on an Exchange Right’s Expiration Date will constitute an irrevocable waiver of the Exchange Right with respect to such Eligible Class A Shares.
(d) An Exchange Right cannot be exercised by a Founder with respect to any Eligible Class A Share more than once. No Founder will have an Exchange Right pursuant to this Agreement with respect to any shares of Class A Common Stock acquired by such Founder other than by the exercise or settlement of the Equity Awards set forth on Exhibit A.
Exercise of Exchange Right. The Exchange Right shall be and remain vested in and exercisable by each holder in respect of the Exchangeable Shares held by such holder.
Exercise of Exchange Right. The Exchange Right shall be exercised by written notice from any Purchaser to the Company (an "Exchange Notice") stating that such Purchaser desires to exercise an Exchange Right and setting forth: (i) the proposed closing date, which (subject to the earlier satisfaction or waiver of conditions set forth in Section 7) shall be no earlier than three (3) days after and no later than twenty (20) days after the date of delivery of such notice, and (ii) the amount of Notes to be exchanged expressed as a Conversion Principal Amount.
Exercise of Exchange Right. No Adjustment for Interest or Dividends 64 Section 13.04. Cash Payments in Lieu of Fractional Shares 66 Section 13.05. Exchange Rate 66 Section 13.06. Adjustment of Exchange Rate 66 Section 13.07. Taxes on Shares Issued 73 Section 13.08. Reservation of Shares, Shares to Be Fully Paid; Compliance with Governmental Requirements; Listing of Common Stock 73 Section 13.09. Responsibility of Trustee 74 Section 13.10. Notice to Holders Prior to Certain Actions 74 Section 13.11. Settlement upon Exchange. 75
Exercise of Exchange Right. (a) Upon the occurrence of an Early Exchange Event the Issuer shall, as soon as reasonably practicable (and in no event later than three (3) Business Days) of becoming aware of the occurrence of the Early Exchange Event, deliver written notice thereof (an “Early Exchange Event Notice”) to the Investor; provided, however, that failure to provide an Early Exchange Event Notice shall not diminish or otherwise affect the rights and remedies of the Investor hereunder.
(b) At any time after the occurrence of an Early Exchange Event the Investor may require the Issuer to Exchange all and not less than all of the Securities for the applicable Hydro Equity Interest by delivering written notice thereof (an “Exchange Notice”) to the Issuer. If an Exchange Notice is delivered by the Investor pursuant to this Section 2.7(b), (i) the Securities shall be Exchanged by the Issuer, on a date fixed by the Issuer, which shall not be later than ten days (the “Mandatory Redemption Date”) after the Issuer’s receipt of such Exchange Notice, and (ii) the Issuer shall deliver the applicable Hydro Equity Interest to the Investor in accordance with Article 5 on the Mandatory Redemption Date.
Exercise of Exchange Right. To exercise the Exchange Right, the Holder must deliver to Opko, in person or by certified or registered mail, the certificates representing the Exchangeable Shares to be exchanged, together with a written notice in the form set out in Schedule “C” hereto stating:
(a) that the Holder is exercising the Exchange Right;
(b) the number of Exchangeable Shares in respect of which the Exchange Right is being exercised;
(c) that the Holder has good title to and owns all the Exchangeable Shares free and clear of all encumbrances, other than those stipulated under the Share Purchase Agreement or the Articles;
(d) whether the Holder is a non-resident of Canada for the purposes of the Income Tax Act (Canada) (the “Tax Act”);
(e) the names in which the new certificates representing the Opko Common Shares are to be issued; and
(f) the name and address of the Person to whom such new certificates are to be delivered. If only a part of the Exchangeable Shares represented by any certificate or certificates delivered to Opko are to be purchased by Opko or, as applicable, a Permitted Subsidiary 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.
Exercise of Exchange Right. To exercise the right to exchange a Liquidity Bond pursuant to this Section 1.6, the Holder must provide GWG Holdings with not less than 30 days’ prior written notice (the “Exchange Notice Period”) in the form attached as an exhibit to the certificate for such Liquidity Bond (the “Exchange Notice”). Holders may not deliver an Exchange Notice if the Maturity Date of the Liquidity Bond would be on or prior to the Exchange Date. The Exchange Notice must be completed and manually signed, with the required signature guarantee. The Exchange Notice shall be irrevocable. The Holder must also furnish appropriate endorsements and transfer documents if required by GWG Holdings, and pay all transfer or similar taxes if required pursuant to Section 1.6(h) or interest payments if required pursuant to Section 1.6(f).
