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for exchange Sample Clauses

for exchange. You are hereby authorized and instructed to prepare in the name of and deliver to the address indicated below (unless otherwise instructed in the boxes in the following page) (i) with respect to shares of HomeFed common stock for which an election to receive the Stock Election Consideration has been properly made (a “Stock Election”), the Stock Election Consideration and a check in lieu of a fractional share equal to such fractional amount multiplied by the last reported sale price of Jefferies common shares on the New York Stock Exchange (as reported in the Wall Street Journal or, if not reported therein, in another authoritative source mutually selected by Jefferies and HomeFed) on the last complete trading day prior to the date of the effective time of the merger (a “Fractional Share Check”), if applicable, or (ii) with respect to shares of HomeFed common stock for which an election to receive the Cash Election Consideration has been properly made (a “Cash Election”), a check representing the Cash Election Consideration (a “Cash Election Consideration Check”). In the event that neither a Stock Election nor a Cash Election has properly been made with respect to shares of HomeFed common stock then (x) if the Average Jefferies Stock Price is greater than $19.00, such shares shall be treated as if a Stock Election had been made with respect thereto and (y) if the Average Jefferies Stock Price is less than or equal to $19.00, such shares shall be treated as if a Cash Election had been made with respect thereto. IN ADDITION, THE UNDERSIGNED HAS READ AND AGREES TO ALL OF THE TERMS AND CONDITIONS SET FORTH IN THE MATERIALS ACCOMPANYING THIS LETTER OF TRANSMITTAL. PLEASE READ CAREFULLY THIS ENTIRE LETTER OF TRANSMITTAL AND
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for exchange. Any SDTB shareholder who has lost any Certificate(s) should make arrangements (which may include the posting of a bond or other satisfactory indemnification and an affidavit of loss) to replace the lost Certificate(s). Such arrangements should be made with Exchange Agent.
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for exchange. You are hereby authorized and instructed to prepare in the name of and deliver to the address indicated below (unless otherwise instructed in the boxes in the following page)
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for exchange. You are hereby authorized and instructed to prepare in the name of and deliver to the address indicated below (unless otherwise instructed in the boxes in the following page) a check representing a cash payment or a wire transfer to an account identified by the undersigned, and, if the undersigned is an “accredited investor” (as set forth in the Investor Questionnaire), a certificate representing shares of Sucampo Pharmaceuticals, Inc. Class A common stock for shares tendered pursuant to this Letter of Transmittal.
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Related to for exchange

  • Procedure for Exchange (i) Any exchange shall be exercised pursuant to a notice of exchange (the "Exchange Notice") delivered to the General Partner by the holder who is exercising such exchange right, by (y) fax and (z) by certified mail postage prepaid. Except as otherwise provided in Sections 9(a)(ii) and 9(a)(iii) hereof, the General Partner and the Partnership shall effect any exchange of Series C Preferred Units by delivering to each holder of record of Series C Preferred Units, within ten (10) Business Days following receipt of the Exchange Notice, (A) certificates representing the Series C Preferred Stock being issued in exchange for the Series C Preferred Units of such holder being exchanged and (B) a written notice stating (1) the exchange date, which may be the date of such written notice or any other date which is not later than fifteen (15) Business Days following the receipt of the Exchange Notice, (2) the Series C Exchange Price, and (3) that distributions on the Series C Preferred Units will cease to accrue on such exchange date. As a condition to the exchange, the General Partner may require the holders of Series C Preferred Units to make such representations as may be reasonably necessary for the General Partner to establish that the issuance of Series C Preferred Stock pursuant to the exchange shall not be required to be registered under the Securities Act of 1933, as amended, or any state securities laws. Any shares of Series C Preferred Stock issued pursuant to this Section 9 shall be duly authorized, validly issued, fully paid and nonassessable, and shall be delivered free of any pledge, lien, encumbrance or restriction other than those provided in the Charter, the Bylaws of the Company, the Securities Act of 1933, as amended and relevant state securities or blue sky laws or created by the exchanging holder of Series C Preferred Units. Each Series C Preferred Unit exchanged hereunder for a share of Series C Preferred Stock shall be transferred to and acquired by the General Partner and shall not be canceled or redeemed while such share of Series C Preferred Stock is outstanding. The certificates representing the Series C Preferred Shares issued upon exchange of the Series C Preferred Units shall contain the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR (B) IF THE CORPORATION HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER OF THE SHARES REPRESENTED HEREBY, OR OTHER EVIDENCE SATISFACTORY TO THE CORPORATION, THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT AND THE RULES AND REGULATIONS THEREUNDER. (ii) In the event of an exchange of Series C Preferred Units for shares of Series C Preferred Stock, an amount equal to the accrued and unpaid distributions, whether or not declared, to the date of exchange on any Series C Preferred Units tendered for exchange shall continue to accrue on such Series C Preferred Units, which shall remain outstanding following such exchange, with the General Partner as the holder of such Series C Preferred Units. Notwithstanding anything to the contrary set forth herein, in no event shall a holder of a Series C Preferred Unit that was validly exchanged into Series C Preferred Stock pursuant to this section (other than the General Partner now holding such Series C Preferred Unit), be entitled to receive a distribution out of Available Cash with respect to such exchanged Unit, if such holder, after such exchange, is entitled to receive a distribution from the Company with respect to the share of Series C Preferred Stock for which such Series C Preferred Unit was exchanged or redeemed. (iii) Fractional shares of Series C Preferred Stock shall not to be issued upon any exchange hereunder but, in lieu thereof, the General Partner will pay a cash adjustment based upon the fair market value of the Series C Preferred Stock on the day prior to the exchange date as determined in good faith by the Board of Directors of the General Partner.

  • Agreement for Exchange of Information (a) Each of Genworth and the Company, on behalf of itself and its respective Group, agrees to provide, or cause to be provided, to the other Group, at any time before or after the Closing Date, as soon as reasonably practicable after written request therefor, any Information in the possession or under the control of such respective Group which the requesting Party reasonably needs (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting Party or a member of its Group (including under applicable securities, insurance or Tax Laws) by a Governmental Authority having jurisdiction over the requesting Party or such member of its Group, (ii) for use in any other judicial, regulatory, administrative, tax or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, tax or other similar requirements, in each case other than claims or allegations that one Party to this Agreement has against the other, or (iii) subject to the foregoing clause (ii), to comply with its obligations under this Agreement or any Transaction Document; provided, however, that in the event that any Party determines that any such provision of Information could be commercially detrimental, violate any Law or agreement, or waive attorney work product protection or any attorney-client or similar privilege, the Parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. (b) Each of Genworth and the Company, on behalf of itself and its respective Group, agrees to provide, or cause to be provided, to the other Group, at any time before the Trigger Date, as soon as reasonably practicable after written request therefor, any Information in the possession or under the control of such respective Group which the requesting Party reasonably determines to be relevant to its relationship, communications or interaction with a (i) Governmental Authority having jurisdiction over the requesting Party or such member of its Group, and (ii) nationally recognized statistical rating organization.

  • For example If an employee utilises two weeks recreation leave over a period of four weeks at half pay, service based entitlements (e.g. personal leave, long service leave, paid parental leave) will be deferred by two weeks.

  • Agreement for Exchange of Information; Archives (a) Without limiting any rights or obligations under any Ancillary Agreement between the Parties and/or any other member of their respective Groups relating to confidentiality, each Party agrees to provide, and to cause its Representatives, its Group members and its respective Group members’ Representatives to provide, to the other Groups and any member thereof (a “Requesting Party”), at any time before, on or after the Effective Time, subject to the provisions of Section 8.04 and as soon as reasonably practicable after written request therefor, any Information within the possession or under the control of such Party or one of such Persons which the Requesting Party reasonably needs (i) to comply with reporting, disclosure, filing or other requirements imposed on the Requesting Party (including under applicable securities laws) by a Governmental Authority having jurisdiction over the Requesting Party, (ii) for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation or similar requirements of the Requesting Party, in each case other than claims or allegations that one Party to this Agreement or any of its Group members has or brings against the other Party or any of its Group members, or (iii) subject to the foregoing clause (ii) above, to comply with its obligations under this Agreement or any Ancillary Agreement; provided, however, that in the event that any Party determines that any such provision of Information could be commercially detrimental, violate any Applicable Law or agreement, or waive any attorney-client privilege, the Parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. More particularly, and without limitation to the generality of the foregoing sentence, the Parties agree that the provisions of the Tax Sharing Agreement shall govern with respect to the sharing of Information relating to Tax. (b) After the Effective Time, each Spinco and the other members of its Spinco Group shall have access during regular business hours (as in effect from time to time), and upon reasonable advance notice, to the documents and objects of historical significance that relate to the Spun Businesses, the Spun Assets or the Spun Entities with respect to such Spinco and that are located in archives retained or maintained by (i) IAC or any other member of the IAC Group or (ii) by another Spinco or any other member of another Spinco Group. Each Spinco and the other members of its Spinco Group may obtain copies (but not originals) of documents for bona fide business purposes and may obtain objects for exhibition purposes for commercially reasonable periods of time if required for bona fide business purposes, provided that (i) such Spinco shall cause any such objects to be returned promptly, at such Spinco’s expense, in the same condition in which they were delivered to such Spinco or to any member of its Spinco Group and (ii) such Spinco and the other members of its Spinco Group shall comply with any rules, procedures or other requirements, and shall be subject to any restrictions (including prohibitions on removal of specified objects), that are then applicable to such other Separate-co or such other member of such other Separate-co’s Group. In any event, the foregoing shall not be deemed to restrict the access of IAC or any other member of the IAC Group to any such documents or objects. Nothing herein shall be deemed to impose any Liability on IAC or any other member of the IAC Group if documents or objects referred to in this Section 9.01 are not maintained or preserved by IAC or any other member of the IAC Group. Alternatively, IAC, acting reasonably, may request from any Spinco and any other member of such Spinco’s Group that they provide IAC with reasonable advance notice, with a list of the requested Information that relates to the relevant Spun Businesses, the Spun Assets or the Spun Entities and IAC shall use, and shall cause the other members of the IAC Group that are in possession of the Information requested to use, commercially reasonable efforts to locate all requested Information that is owned or possessed by IAC or any of its Group members or Representatives. IAC will make available all such Information for inspection by the relevant Spincos or any other relevant member of any Spinco Group during normal business hours at the place of business reasonably designated by IAC. Subject to such confidentiality or security obligations as IAC or the other relevant members of its Group may reasonably deem necessary, the Spincos and the other relevant members of the Spinco Groups may have all requested Information duplicated. Alternatively, IAC or the other relevant members of the IAC Group may choose to deliver to a Spinco, at such Spinco’s expense, all requested Information in the form reasonably requested by such Spinco or any other member of its Group. At IAC’s request, such Spinco shall cause such Information when no longer needed to be returned to IAC at such Spinco’s expense. (c) With respect to the other Spinco Groups and the IAC Group, each Spinco shall make available and shall cause its Corresponding Group to make available to the other Spinco Groups and the IAC Group at least the level of access provided by the IAC Group under Section 8.01(b) to all Spinco Groups.

  • Procedures for Exercise The manner of exercising the Stock Option herein granted shall be by written notice to the Secretary of the Company at the time the Stock Option, or part thereof, is to be exercised, and in any event prior to the expiration of the Stock Option. Such notice shall state the election to exercise the Stock Option, the number of shares of Stock to be purchased upon exercise, the form of payment to be used, and shall be signed by the person so exercising the Stock Option.

  • Grounds for exclusion Purely national exclusion grounds: 5 Lot 5.1 Lot technical ID: LOT-0001

  • Credit for Experience 33.01 Credit for nursing experience will be credited on the following basis: (a) The Employer will credit a newly hired regular full-time nurse with one (1) annual service increment for each completed year of related experience up to the after eight (8) years step of the salary grid and credit a regular part-time nurse, up to the after twelve thousand (12,000) hours step, based on substantiated hours worked. (b) If there has been a break in excess of two years in the nurses’ full-time or part-time employment, then the number of increments to be provided shall be at the discretion of the Employer. 33.02 In order to receive credit for experience it is the nurse’s responsibility to provide the Employer with verification satisfactory to the Employer, of previous related experience during her probationary period. Should a nurse fail to provide such satisfactory verification during her probation she shall forfeit the provisions of this Article. 33.03 Once established consistent with the above provisions, credit for recent related experience will be retroactive to the new nurses date of hire. 33.04 Nurses on staff prior to the signing of this agreement, will be credited with experience as set out under this Article, effective the first full pay period following the date the Employer has confirmed entitlement to such increment, subject to 33.02 above.

  • Requests for Exclusion 9.1 The provisions of this section shall apply to any request by a Class Member for exclusion from the Class. 9.2 Any Class Member may make a request for exclusion by submitting such request in writing as set forth in the Notice. 9.3 Any request for exclusion must be submitted no later than the date specified in the Court’s preliminary approval order. 9.4 Any request for exclusion shall (i) state the Class Member’s full name and current address, (ii) provide the model year and Vehicle Identification Number (“VIN”) of his/her/its Class Vehicle(s) and the approximate date(s) of purchase or lease, and (iii) specifically and clearly state his/her/its desire to be excluded from the Settlement and from the Class. 9.5 Failure to comply with these requirements and to timely submit the request for exclusion will result in the Class Member being bound by the terms of the Settlement Agreement. 9.6 Any Class Member who submits a timely request for exclusion may not file an objection to the Settlement and shall be deemed to have waived any rights or benefits under this Settlement Agreement. 9.7 The Settlement Administrator shall report the names of all Class Members who have submitted a request for exclusion to the Parties on a weekly basis, beginning 30 days after the Notice Date. 9.8 Co-Lead Class Counsel represent and warrant that they have no other agreements with other counsel respecting Class Members, including any agreements with respect to referring, soliciting, or encouraging any Class Members to request to be excluded (or “opt out”) from this agreement. 9.9 Upon certification of the Class in connection with the Preliminary Approval of this agreement, Co-Lead Class Counsel agree to seek in the Preliminary Approval Order from the Court a provision encouraging all written communications to multiple Class Members with respect to this Agreement to be reviewed and approved by Co-Lead Class Counsel and the Court, and Co- Lead Class Counsel agree to abide by that provision as may be required by the Court.

  • For E-bidding The auctioneer and the Bank’s solicitor shall sign all 5 copies of contract first, right after the auction. The successful E-bidder must to come to the ESZAM AUCTIONEER SDN BHD main office in Seremban to sign the Contract of Sale within two (2) working days after the auction date.

  • for exclusions The amount you pay for covered healthcare services can differ based on the following: • the service was provided in an inpatient or outpatient setting, in a physician’s office, in your home, or from a pharmacy; • the healthcare provider is from a network provider or non-network provider; • a deductible, a copayment, or a benefit limit applies; • you reached your plan year maximum out-of-pocket expense; • there are exclusions from coverage that apply; or • our allowance for a covered healthcare service is less than the amount of your copayment and deductible (if any). In this case, you will be responsible to pay up to our allowance when services are rendered by a network provider.

Most Referenced Clauses

Most Referenced Definitions