Common use of Grant and Ownership of the Exchange Right Clause in Contracts

Grant and Ownership of the Exchange Right. The Parent hereby grants to the Trustee as trustee for and on behalf of, and for the use and benefit of, the Shareholders the right (the "Insolvency Exchange Right"), upon the occurrence and during the continuance of an Insolvency Event, to require the Parent to purchase from each or any Shareholder all or any part of the Exchangeable Shares held by the Shareholder and the Automatic Exchange Rights all in accordance with the provisions of this Agreement. The Parent hereby acknowledges receipt from the Trustee, as trustee for and on behalf of the Shareholders, of good and valuable consideration (and the adequacy thereof) for the grant of the Insolvency Exchange Right, and the Automatic Exchange Rights, by the Parent to the Trustee. During the term of the Trust and subject to the terms and conditions of this Agreement, the Trustee shall possess and be vested with full legal ownership of the Insolvency Exchange Right and the Automatic Exchange Rights and shall be entitled to exercise all of the rights and powers of an owner with respect to the Insolvency Exchange Right and the Automatic Exchange Rights, provided that the Trustee shall:

Appears in 2 contracts

Samples: Share Exchange Agreement (Big Flash Corp), Share Exchange Agreement (Big Flash Corp)

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Grant and Ownership of the Exchange Right. The Parent Acquiror hereby grants to the Trustee as trustee for and on behalf of, and for the use and benefit of, the Shareholders Beneficiaries the right (the "Insolvency Exchange RightEXCHANGE RIGHT"), upon the occurrence and during the continuance of an Insolvency Event, to require the Parent Acquiror to purchase from each or any Shareholder Beneficiary all or any part of the Exchangeable Shares held by the Shareholder such Beneficiary and the Automatic Exchange Rights Rights, all in accordance with the provisions of this Agreement. The Parent Acquiror hereby acknowledges receipt from the Trustee, Trustee as trustee for and on behalf of the Shareholders, Beneficiaries of good and valuable consideration (and the adequacy thereof) for the grant of the Insolvency Exchange Right, Right and the Automatic Exchange Rights, Rights by the Parent Acquiror to the Trustee. During the term of the Trust and subject to the terms and conditions of this Agreement, the Trustee shall possess and be vested with full legal ownership of the Insolvency Exchange Right and the Automatic Exchange Rights and shall be entitled to exercise all of the rights and powers of an owner with respect to the Insolvency Exchange Right and the Automatic Exchange Rights, provided that the Trustee shall:

Appears in 1 contract

Samples: Acquisition Agreement (Nabors Industries Inc)

Grant and Ownership of the Exchange Right. The Parent Redback hereby grants to the Trustee as trustee for and on behalf of, and for the use and benefit of, the Shareholders Beneficiaries the right (the "Insolvency Exchange RightEXCHANGE RIGHT"), upon the occurrence and during the continuance of an Insolvency Event, to require the Parent Redback to purchase from each or any Shareholder Beneficiary all or any part of the Exchangeable Shares held by the Shareholder Beneficiary and the Automatic Exchange Rights Rights, all in accordance with the provisions of this Agreement. The Parent Redback hereby acknowledges receipt from the Trustee, as trustee for and on behalf of the ShareholdersBeneficiaries, of good and valuable consideration (and the adequacy thereof) for the grant of the Insolvency Exchange Right, Right and the Automatic Exchange Rights, Rights by the Parent Redback to the Trustee. During the term of the Trust Trust, and subject to the terms and conditions of this Agreement, the Trustee shall possess and be vested with full legal ownership of the Insolvency Exchange Right and the Automatic Exchange Rights and shall be entitled to exercise all of the rights and powers of an owner with respect to the Insolvency Exchange Right and the Automatic Exchange Rights, provided that the Trustee shall:

Appears in 1 contract

Samples: Arrangement Agreement (Redback Networks Inc)

Grant and Ownership of the Exchange Right. The Parent ParentCo hereby grants to the Trustee as trustee for and on behalf of, and for the use and benefit of, the Shareholders Beneficiaries the right (the "Insolvency Exchange RightEXCHANGE RIGHT"), upon the occurrence and during the continuance of an Insolvency Event, to require the Parent ParentCo to purchase from each or any Shareholder Beneficiary all or any part of the LuxCo Exchangeable Preferred Shares held by the Shareholder Beneficiary and the Automatic Exchange Rights Rights, all in accordance with the provisions of this Agreement. The Parent ParentCo hereby acknowledges receipt from the Trustee, Trustee as trustee for and on behalf of the Shareholders, Beneficiaries of good and valuable consideration (and the adequacy thereof) for the grant of the Insolvency Exchange Right, Right and the Automatic Exchange Rights, Rights by the Parent ParentCo to the Trustee. During the term of the Trust and subject to the terms and conditions of this Agreement, the Trustee shall possess and be vested with full legal ownership of the Insolvency Exchange Right and the Automatic Exchange Rights and shall be entitled to exercise all of the rights and powers of an owner with respect to the Insolvency Exchange Right and the Automatic Exchange Rights, provided that the Trustee shall:

Appears in 1 contract

Samples: Voting and Exchange Trust Agreement (Mymetics Corp)

Grant and Ownership of the Exchange Right. The Parent AOI hereby grants acknowledges that it has granted to the Holders to be held by the Trustee as trustee for and on behalf of, and for the use and benefit of, the Shareholders Holders (a) the right (the "Insolvency Exchange Right"), upon the occurrence and during the continuance of an Insolvency Event, to require the Parent AOI to purchase from each or any Shareholder Holder all or any part of the Exchangeable Shares held by the Shareholder and Holder (b) the Automatic Exchange Rights Rights, and (c) the Voting Rights, all to be held and exercised in accordance with the provisions of this AgreementAgreement and the receipt whereof on the foregoing basis is hereby acknowledged by the Trustee. The Parent AOI hereby acknowledges receipt from the TrusteeHolders, or from the Trustee as trustee for and on behalf of the ShareholdersHolders, of good and valuable consideration (and the adequacy thereof) for the grant of the Insolvency Exchange Right, and the Automatic Exchange Rights, Rights and the Voting Rights by the Parent AOI to the Trustee. During the term of the Trust and subject to the terms and conditions of this Agreement, the Trustee shall will possess and be vested with full legal ownership of the Insolvency Exchange Right and the Automatic Exchange Rights and shall will be entitled to exercise all of the rights and powers of an owner with respect to the Insolvency Exchange Right and the Automatic Exchange Rights, provided that the Trustee shallwill:

Appears in 1 contract

Samples: Voting and Exchange Agreement (Apple Orthodontix Inc)

Grant and Ownership of the Exchange Right. The Parent hereby grants to the Trustee as trustee for and on behalf of, and for the use and benefit of, the Shareholders Beneficiaries the right (the "Insolvency Exchange Right"), upon the occurrence and during the continuance of an Insolvency Event, to require the Parent to purchase from each or any Shareholder Beneficiary all or any part of the Exchangeable Shares held by the Shareholder Beneficiary and the Automatic Exchange Rights Rights, all in accordance with the provisions of this Agreementagreement. The Parent hereby acknowledges receipt from the Trustee, Trustee as trustee for and on behalf of the Shareholders, Beneficiaries of good and valuable consideration (and the adequacy thereof) for the grant of the Insolvency Exchange Right, Right and the Automatic Exchange Rights, Rights by the Parent to the Trustee. During the term of the Trust and subject to the terms and conditions of this Agreementtrust agreement, the Trustee shall possess and be vested with full legal ownership of the Insolvency Exchange Right and the Automatic Exchange Rights and shall be entitled to exercise all of the rights and powers of an owner with respect to the Insolvency Exchange Right and the Automatic Exchange Rights, provided that the Trustee shall:

Appears in 1 contract

Samples: Voting and Exchange Trust Agreement (Learning Co Inc)

Grant and Ownership of the Exchange Right. The Parent CDN2 hereby grants to the Trustee as trustee for and on behalf of, and for the use and benefit of, the Shareholders Holders (a) the right (the "Insolvency Exchange Right"), upon the occurrence and during the continuance of an Insolvency Event or Default Event, to require the Parent CDN2 to purchase from each or any Shareholder Holder all or any part of the Exchangeable Shares held by the Shareholder such Holder and (b) the Automatic Exchange Rights Rights, all in accordance with the provisions of this Agreementagreement. The Parent CDN2 hereby acknowledges receipt from the Trustee, Trustee as trustee for and on behalf of the Shareholders, Holders of good and valuable consideration (and the adequacy thereof) for the grant of the Insolvency Exchange Right, Right and the Automatic Exchange Rights, Rights by the Parent CDN2 to the Trustee. During the term of the Trust and subject to the terms and conditions of this Agreement, the Trustee shall possess and be vested with full legal ownership of the Insolvency Exchange Right and the Automatic Exchange Rights and shall be entitled to exercise all of the rights and powers of an owner with respect to the Insolvency Exchange Right and the Automatic Exchange Rights, provided that the Trustee shall:

Appears in 1 contract

Samples: Voting and Exchange Trust Agreement (Broadcom Corp)

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Grant and Ownership of the Exchange Right. The Parent Holdco hereby grants to the Trustee as trustee for and on behalf of, and for the use and benefit of, the Shareholders Holders (a) the right (the "Insolvency Exchange Right"), upon the occurrence and during the continuance of an Insolvency Event, to require the Parent Holdco to purchase from each or any Shareholder Holder all or any part of the Exchangeable Shares held by the Shareholder Holder and (b) the Automatic Exchange Rights Rights, all in accordance with the provisions of this Agreement. The Parent Holdco hereby acknowledges receipt from the Trustee, Trustee as trustee for and on behalf of the Shareholders, Holders of good and valuable consideration (and the adequacy thereof) for the grant of the Insolvency Exchange Right, Right and the Automatic Exchange Rights, Rights by the Parent Holdco to the Trustee. During the term of the Trust and subject to the terms and conditions of this Agreement, the Trustee shall possess and be vested with full legal ownership of the Insolvency Exchange Right and the Automatic Exchange Rights and shall be entitled to exercise all of the rights and powers of an owner with respect to the Insolvency Exchange Right and the Automatic Exchange Rights, provided that the Trustee shall:

Appears in 1 contract

Samples: Voting and Exchange Trust Agreement (Amdocs LTD)

Grant and Ownership of the Exchange Right. The Parent AbitibiBowater hereby grants to the Trustee as trustee for and on behalf of, and for the use and benefit of, the Shareholders Beneficiaries the right (the "Insolvency β€œExchange Right"”), upon the occurrence and during the continuance of an Insolvency Event, to require the Parent AbitibiBowater to purchase from each or any Shareholder Beneficiary all or any part of the Exchangeable Shares held by the Shareholder Beneficiary and the Automatic Exchange Rights Rights, all in accordance with the provisions of this Amended and Restated Trust Agreement. The Parent AbitibiBowater hereby acknowledges receipt from the Trustee, Trustee as trustee for and on behalf of the Shareholders, Beneficiaries of good and valuable consideration (and the adequacy thereof) for the grant of the Insolvency Exchange Right, Right and the Automatic Exchange Rights, Rights by the Parent AbitibiBowater to the Trustee. During the term of the Trust and subject to the terms and conditions of this Amended and Restated Trust Agreement, the Trustee shall possess and be vested with full legal ownership of the Insolvency Exchange Right and the Automatic Exchange Rights and shall be entitled to exercise all of the rights and powers of an owner with respect to the Insolvency Exchange Right and the Automatic Exchange Rights, provided that the Trustee shall:

Appears in 1 contract

Samples: Voting and Exchange Trust Agreement (AbitibiBowater Inc.)

Grant and Ownership of the Exchange Right. The Parent Veritas hereby grants to the Trustee as trustee for and on behalf of, and for the use and benefit of, the Shareholders Holders (i) the right (the "Insolvency Exchange Right"), upon the occurrence and during the continuance of an Insolvency Event, to require the Parent Veritas to purchase from each or any Shareholder Holder all or any part of the Series 1 Exchangeable Shares held by the Shareholder Holders, and (ii) the Automatic Exchange Rights Rights, all in accordance with the provisions of this Agreementagreement. The Parent Veritas hereby acknowledges receipt from the Trustee, Trustee as trustee for and on behalf of the Shareholders, Holders of good and valuable consideration (and the adequacy thereof) for the grant of the Insolvency Exchange Right, Right and the Automatic Exchange Rights, Rights by the Parent Veritas to the Trustee. During the term of the Trust and subject to the terms and conditions of this Agreementagreement, the Trustee shall possess and be vested with full legal ownership of the Insolvency Exchange Right and the Automatic Exchange Rights and shall be entitled to exercise all of the rights and powers of an owner with respect to the Insolvency Exchange Right and the Automatic Exchange Rights, provided that the Trustee shall:

Appears in 1 contract

Samples: Voting and Exchange Trust Agreement (Veritas DGC Inc)

Grant and Ownership of the Exchange Right. The Parent In consideration of the granting of the Call Rights to Orbital, Orbital hereby grants to the Trustee as trustee for and on behalf of, and for the use and benefit of, the Shareholders Holders (a) the right (the "Insolvency Exchange Right"), upon the occurrence and during the continuance of an Insolvency Event or Default Event, to require the Parent Orbital to purchase from each or any Shareholder Holder all or any part of the Exchangeable Shares held by the Shareholder such Holder and (b) the Automatic Exchange Rights Rights, all in accordance with the provisions of this Agreementagreement. The Parent Orbital hereby acknowledges receipt from the Trustee, Trustee as trustee for and on behalf of the Shareholders, Holders of good and valuable consideration (and the adequacy thereof) for the grant of the Insolvency Exchange Right, Right and the Automatic Exchange Rights, Rights by the Parent Orbital to the Trustee. During the term of the Trust and subject to the terms and conditions of this Agreement, the Trustee shall possess and be vested with full legal ownership of the Insolvency Exchange Right and the Automatic Exchange Rights and shall be entitled to exercise all of the rights and powers of an owner with respect to the Insolvency Exchange Right and the Automatic Exchange Rights, provided that the Trustee shall:

Appears in 1 contract

Samples: Voting and Exchange Trust Agreement (Orbital Sciences Corp /De/)

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