Procedures for Exchange. (a) In order to effect an exchange of Exchangeable Notes, the Noteholder shall notify the Exchange Administrator in writing, substantially in the form of Exhibit B hereto, by e-mail at xxx.xxxxxxxx@xxxxxx.xxx, and in accordance with the requirements set forth herein, no later than two Business Days before the proposed exchange date. The exchange date with respect to any exchange can be any Business Day other than the first or last Business Day of the month, the Payment Date, the Record Date related to the next Payment Date or the Business Day following such Record Date. The notice must be on the Noteholder's letterhead, carry a medallion stamp guarantee and set forth the following information: (i) the CUSIP number of each Exchangeable Note or Notes (as applicable) to be exchanged and of each Exchangeable Note or Notes (as applicable) to be received; (ii) the outstanding Class Principal Balance (or Notional Principal Amount) and the original Class Principal Balance (or Notional Principal Amount) of the Exchangeable Notes to be exchanged; (iii) the Noteholder’s DTC participant numbers to be debited and credited; and (iv) the proposed exchange date. After receiving the notice, the Exchange Administrator will e-mail the Noteholder with wire payment instructions relating to the exchange fee. The Noteholder will utilize the “Deposit and Withdrawal System” at DTC to exchange the Exchangeable Notes. A notice becomes irrevocable on the second Business Day before the proposed exchange date.
(b) Notwithstanding any other provision herein set forth, a fee shall be payable by the exchanging Noteholder to the Exchange Administrator in connection with each exchange equal to $5,000. Such fee must be received by the Exchange Administrator prior to the exchange date or such exchange shall not be effected. In addition, any Holder wishing to effect an exchange must pay any other expenses related to such exchange, including any fees charged by DTC.
(c) The Exchange Administrator shall notify the Global Agent with respect to any exchanges of Class M Notes for MAC Notes (and vice versa) at the time of such exchange.
(d) The Global Agent will make the first distribution on a Class M Note or a MAC Note received in an exchange transaction on the Payment Date in the month following the exchange to the Noteholder of record as of the close of business on the last day of the month of the exchange.
Procedures for Exchange. (a) In order to effect an exchange of Exchangeable Notes and MAC Notes (except with respect to the deemed exchange of the Class M-3A and Class M-3B Notes in their entirety for the Class M-3 Notes on the Closing Date), the Noteholder shall notify the Exchange Administrator in writing, substantially in the form of Exhibit B hereto, by e-mail at xxx.xxxxxxxx@xxxxxx.xxx, and in accordance with the requirements set forth herein, no later than two Business Days before the proposed exchange date. The exchange date with respect to any such exchange can be any Business Day other than the first or last Business Day of the month, a Payment Date, the Record Date related to the next Payment Date or the Business Day following such Record Date. The notice must be on the Noteholder's letterhead, carry a medallion stamp guarantee and set forth the following information: (i) the CUSIP number of each Exchangeable Note or Notes and MAC Note or Notes (as applicable) to be exchanged and of each Exchangeable Note or Notes and MAC Note or Notes (as applicable) to be received; (ii) the outstanding Class Principal Balance (or Notional Principal Amount) and the original Class Principal Balance (or Notional Principal Amount) of the Exchangeable Notes and MAC Notes to be exchanged; (iii) the Noteholder’s DTC participant numbers to be debited and credited; and
Procedures for Exchange. As promptly as practicable after the First Effective Time (and in any event, within three (3) Business Days thereafter), Parent will cause the Exchange Agent to mail to each holder of record of Certificates, which shares of Company Common Stock were converted into the right to receive the Merger Consideration at the First Effective Time pursuant to this Agreement: (i) a letter of transmittal, which will specify that delivery will be effected, and risk of loss and title to the Certificates (if any) will pass, only upon delivery of such Certificates to the Exchange Agent, and will otherwise be in such form and have such other provisions as Parent or the Exchange Agent may reasonably specify and (ii) instructions for effecting the surrender of the Certificates in exchange for delivery of the Merger Consideration. Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Pxxxxx, and upon delivery of a letter of transmittal, duly executed and in proper form, with respect to such Certificates, the holder of such Certificates will be entitled to receive the Merger Consideration for each share of Company Common Stock formerly represented by such Certificates. Any Certificates so surrendered will forthwith be cancelled. The Merger Consideration delivered upon the surrender for exchange of Certificates will be deemed to have been delivered in full satisfaction of all rights pertaining to shares of Company Common Stock formerly represented by such Certificates. If delivery of the Merger Consideration is to be made to a Person other than the Person in whose name any surrendered Certificate is registered, it will be a condition precedent of delivery of the Merger Consideration that the Certificate so surrendered will be properly endorsed or will be otherwise in proper form for transfer, and the Person requesting such delivery will have paid any transfer or other Taxes required by reason of the delivery of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered or will have established to the satisfaction of the Exchange Agent that such Taxes either have been paid or are not payable. Any holder of Book-Entry Shares shall not be required to deliver a Certificate or an executed letter of transmittal or surrender such Book-Entry Shares to the Exchange Agent to receive the Merger Consideration that such holder is entitled to receive. In lieu thereof, upon rece...
Procedures for Exchange. As promptly as reasonably practicable following the Effective Time and in any event not later than the second (2nd) Business Day thereafter, the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of a Book-Entry Evidence not held through The Depository Trust Company (and to deliver to The Depository Trust Company, in the case of holders of Book-Entry Evidence held through The Depository Trust Company) that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (A) a letter of transmittal, which shall be in the form and have such other provisions as Parent and the Company may reasonably specify, and (B) instructions for returning such letter of transmittal in exchange for the right to receive the Merger Consideration into which the number of shares of Company Common Stock previously represented by such Book-Entry Evidence shall have been converted pursuant to this Agreement (which instructions shall be in the form and have such other provisions as Parent and the Company may reasonably specify). Notwithstanding anything to the contrary contained in this Agreement, in the case of holders of Book-Entry Evidence held through The Depository Trust Company, no such holder shall be required to deliver an executed letter of transmittal to the Paying Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to Section 3.1(b).
Procedures for Exchange. (a) On the Closing Date, promptly after the Effective Time, the Exchange Agent shall, and Remainco and RMT Partner shall cooperate to cause the Exchange Agent to, deliver to each record holder of shares of Spinco Common Stock following the Distribution and immediately prior to the Effective Time, a book-entry authorization representing the number of whole shares of RMT Partner Common Stock that such holder has the right to receive pursuant to Section 3.1 (and cash in lieu of fractional shares of RMT Partner Common Stock as contemplated by Section 4.6, together with any dividends and other distributions pursuant to Section 4.4).
(b) No interest will be paid or accrued on any amount payable for shares of Spinco Common Stock or on any other amount to a holder of shares of Spinco Common Stock following the Distribution and immediately prior to the Effective Time has a right to receive pursuant to ARTICLE III and this ARTICLE IV.
(c) The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to RMT Partner Common Stock held by it for the account of the Persons entitled thereto.
Procedures for Exchange. (a) On the Closing Date, promptly after the First Effective Time, the Exchange Agent shall, and Remainco and RMT Partner shall cooperate to cause the Exchange Agent to, deliver to each record holder of shares of Spinco Common Stock following the Spinco Distribution and immediately prior to the First Effective Time, a book-entry authorization representing the number of whole shares of RMT Partner Common Stock that such holder has the right to receive pursuant to Section 3.1 (and cash in lieu of fractional shares of RMT Partner Common Stock as contemplated by Section 4.6, together with any dividends and other distributions pursuant to Section 4.4).
(b) No interest will be paid or accrued on any amount payable for shares of Spinco Common Stock or on any other amount to a holder of shares of Spinco Common Stock following the Spinco Distribution and immediately prior to the First Effective Time has a right to receive pursuant to ARTICLE III and this ARTICLE IV.
(c) The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to RMT Partner Common Stock held by it for the account of the Persons entitled thereto.
Procedures for Exchange. As promptly as reasonably practicable following the Effective Time and in any event not later than two
Procedures for Exchange. At the Effective Date, the exchange shall be effected as set forth in Florida Laws with common stock certificates of WEC being exchanged for USCC common stock certificates as and when submitted to the transfer agent.
Procedures for Exchange. In order to effectuate the exchange of Series B-1 Shares and Series B-2 Shares pursuant to this Section 2.04, the Investor will, promptly (and in any event within five Business Days) following the Second Closing Date and issuance of the Series B-2 Shares, (i) submit a written notice to the Company that the Investor elects to exchange the Series B-1 Shares and Series B-2 Shares and, if applicable, (ii) surrender, along with such written notice, to the Company the certificate or certificates, if any, representing the Series B-1 Shares and Series B-2 Shares being exchanged, duly assigned or endorsed for transfer to the Company (or accompanied by duly executed stock powers relating thereto) or, in the event such certificate or certificates are lost, stolen or missing, accompanied by an affidavit of loss executed by the holder. The exchange of such Series B-1 Shares and Series B-2 Shares hereunder shall be deemed effective as of the date of submission of such written notice and surrender of such Series B-1 Share and Series B-2 Share certificates, if any, or delivery of such affidavit of loss, if applicable. Upon the receipt by the Company of a written notice and the surrender of such certificate(s) and accompanying materials (if any), the Company shall as promptly as practicable (but in any event within two days thereafter) deliver to the Investor evidence of the issuance of the number of Series B Shares to which the Investor is entitled in connection with the exchange of the applicable Series B-1 Shares and Series B-2 Shares as calculated pursuant to Section 2.04(a), in book-entry form (or, at the Investor's election, physical share certificates representing such Series B Shares). All Series B Shares issued hereunder by the Company shall be duly and validly issued, fully paid and non- assessable, free and clear of all taxes, liens, charges and encumbrances with respect to the issuance thereof.
Procedures for Exchange. Nutra Pharma shall take all steps reasonably necessary on and as of the Effective Time to deliver to an exchange agent mutually agreed upon by Nutra Pharma and Receptopharm (the “Exchange Agent”), for the benefit of the holders of Receptopharm Certificates, for exchange in accordance with Section 1.7, the number of shares of Nutra Pharma Common Stock in accordance with this Agreement.
