Payment upon Exchange Clause Samples
Payment upon Exchange. (a) The Issuers shall settle each exchange of Notes in cash or shares of Common Stock, at the Issuers’ option. If the Issuers settle in shares of Common Stock, the Issuers shall deliver shares of Common Stock in an amount equal to the then applicable Exchange Rate. The Issuers will settle each $1,000 principal amount of Notes being exchanged for cash by delivering, on the third Trading Day immediately following the last day of the related Observation Period, cash equal to the sum of the Daily Settlement Value for each of the 25 Trading Days during the related Observation Period. Parent and the Issuers have entered into a Stock Delivery Agreement, dated as of the Issue Date, whereby Parent has agreed to issue to the Issuers the number of shares of Common Stock necessary to deliver to all Holders upon exchange of Notes, if the Issuers elect to settle exchanges in shares of Common Stock. If Parent breaches this obligation and the Issuers are otherwise unable to deliver shares to any Holder, the Issuers shall settle exchanges of the Notes in cash.
(b) Notwithstanding the foregoing, if a notice of redemption has been issued in accordance with Section 1105 of this Indenture, and Holders elect to exchange all or a portion of their Notes on or after the date of issuance of such notice of redemption but prior to the relevant Redemption Date, the Issuers may only settle the exchange in shares of Common Stock if such shares are, on the applicable Exchange Date (i) covered by a valid and effective registration statement of Parent on Form S-3 that enables the resale of such shares by the Holder without restriction under the Securities Act or (ii) otherwise delivered to the Holder freely tradeable without restriction under the Securities Act.
(c) If the Issuers elect to deliver Common Stock in connection with any exchange other than after the issuance of a notice of redemption as described in clause (b) of this Section and such Common Stock is not on the Exchange Date covered by a valid and effective registration statement of Parent on Form S-3 that enables the resale of such shares by the Holder without restriction under the Securities Act or such shares are not otherwise delivered to the Holder freely tradeable without restriction under the Securities Act, the Issuers shall deliver to such Holder an additional 0.03 shares of Common Stock for each share of Common Stock that would otherwise have been due upon such exchange (the “Additional Settlement Consideration”); pr...
Payment upon Exchange. (a) Upon any exchange of any Note, the MLP shall deliver to exchanging Holders a number of Common Units equal to the product of (x) the principal amount of the Note being exchanged, plus the amount of any accrued and unpaid interest thereon to (but not including) the Notes Maturity Date or the date of the Note Redemption, as applicable, multiplied by (y) the Exchange Rate (in the case of an exchange made in connection with a Note Redemption, taking into account any adjustment to the Exchange Rate based on the 30 Trading Day VWAP in accordance with Article 3).
(b) The MLP shall deliver such Common Units on the third Business Day following the Notes Maturity Date or the date of the Note Redemption, as applicable.
(c) The MLP’s delivery to the Holder of Common Units issued in exchange for a Note will be deemed to satisfy in full the Issuers’ obligation to pay (i) the principal amount of such Note so exchanged and (ii) accrued and unpaid interest, if any, to (but not including) the Notes Maturity Date or the date of the Note Redemption, as applicable.
(d) The MLP shall not issue fractional Common Units upon an exchange of Notes. If multiple Notes shall be surrendered for exchange at one time by the same Holder, the number of full Common Units which shall be issuable upon an exchange shall be computed on the basis of the aggregate principal amount of the Notes so surrendered. If any fractional Common Unit would be issuable upon the exchange of any Notes, the number of Common Units shall be rounded down to the nearest whole Common Unit, and the MLP shall be under no obligation to delivery any Common Units or cash with respect to such fractional amount.
(e) Upon payment of the Notes by the Issuers in full in cash on the Notes Maturity Date or the exchange of the Notes for Common Units on the Notes Maturity Date, all Notes shall be cancelled.