Right to Require Exchange Sample Clauses

Right to Require Exchange. (a) If, at any time, the Board ------------------------- determines, upon advice from its counsel, that it is no longer necessary for Port Xxxxxx Finance Corp. to be bankruptcy remote, the Company will so notify the holders of the Oxy Shares. At any time after such notice, the holders of the Oxy Shares may, at their election, and the Company may, by notice to the holders of the Oxy Shares (the "Exchange Notice"), require the holders of the --------------- Oxy Shares to, exchange (and such holders hereby agree to exchange), all of the Oxy Shares as are then outstanding not fewer than thirty (30) nor more than ninety (90) days after the date of the Exchange Notice for newly issued shares of Class F Common Stock, par value $.01 per share, of Holdings (the "Exchange -------- Shares") based on a valuation of the Oxy Shares at the Exchange Ratio (defined ------ below). The closing under this Section 4.01 shall take place at the offices of the Company at 10:00 a.m. local time on a date not more than one hundred twenty (120) days after the date the Exchange Notice is received by the holders of the Oxy Shares as the Company shall specify by such notice, or at such other time and place as the Company and the holders of a majority in interest of the Oxy Shares may agree upon. At the closing, the holders of the Oxy Shares will deliver to the Company, free and clear of all Liens and claims of third parties, a certificate or certificates evidencing the Oxy Shares to be exchanged (properly endorsed or accompanied by stock powers or assignments with signature(s) guaranteed or similar appropriate documentation of authority to transfer), and the Company will deliver to the holders of the Oxy Shares, free and clear of all Liens and claims of third parties, a certificate or certificates evidencing the Exchange Shares (properly endorsed or accompanied by stock powers or assignments with signature(s) guaranteed or similar appropriate documentation of authority to transfer). (b) The exchange ratio shall be calculated to yield to the holders of the Oxy Shares Exchange Shares that have a fair market value equivalent to the then fair market value of the Oxy Shares being exchanged (the ratio in such exchange being referred to as the "Exchange Ratio"). The procedure for determining the -------------- relative values of the Oxy Shares, the Exchange Shares and the Exchange Ratio will be as provided in this Section 4.01(b). Upon a request for an exchange, Holdings will within 30 days pr...
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Related to Right to Require Exchange

  • Right to Require Repurchase 66 SECTION 12.02. Conditions to the Company's Election to Pay the Repurchase Price in Common Stock.......................... 67 SECTION 12.03. Notices; Method of Exercising Repurchase Right, Etc......... 67 SECTION 12.04.

  • Right to Refuse Employees have the right to refuse to undergo drug and alcohol testing. If an employee refuses to undergo drug or alcohol testing requested or required by the Employer, no such test shall be given.

  • Right to Reject The Department reserves the right to accept or reject all proposals, or separable portions thereof, and to waive any minor irregularity, technicality, or omission if the Department determines that doing so shall serve the Department’s best interests. The Department may reject any proposal not submitted in the manner specified by the solicitation documents.

  • Right to request 7.4.4(a) An employee entitled to parental leave pursuant to the provisions of 7.4.2 may request the employer to allow the employee:

  • Reservation of Right to Revise Structure Buyer may at any time change the method of effecting the business combination contemplated by this Agreement if and to the extent that it deems such a change to be desirable; provided, however, that no such change shall (a) alter or change the amount of the consideration to be issued to holders of Company Common Stock as merger consideration as currently contemplated in this Agreement, (b) reasonably be expected to materially impede or delay consummation of the Merger, (c) adversely affect the federal income tax treatment of holders of Company Common Stock in connection with the Merger, or (d) require submission to or approval of the Company’s shareholders after the plan of merger set forth in this Agreement has been approved by the Company’s shareholders. In the event that Buyer elects to make such a change, the parties agree to execute appropriate documents to reflect the change.

  • Right to Revoke Employee may revoke this Agreement by notice to Company, in writing, received within seven (7) days of the date of its execution by Employee (the “Revocation Period”). Employee agrees that Employee will not receive the benefits provided by this Agreement if Employee revokes this Agreement. Employee also acknowledges and agrees that if Company has not received from Employee notice of Employee’s revocation of this Agreement prior to the expiration of the Revocation Period, Employee will have forever waived Employee’s right to revoke this Agreement, and this Agreement shall thereafter be enforceable and have full force and effect.

  • Right to Refuse Unsafe Work Employees have the right to refuse to perform unsafe work pursuant to the Occupational Health and Safety Regulations of the Workers Compensation Act.

  • Right to Re-enter In the event of any such default by Tenant, Landlord shall have the right, after terminating this Lease, to re-enter the Premises and remove all persons and property. Such property may be removed and stored in a public warehouse or elsewhere at the cost of and for the account of Tenant, and disposed of by Landlord in any manner permitted by law.

  • Right to Relocate Sublandlord may, at any time, relocate any of Subtenant’s Subleased Premises to another area of the Building in which such Subleased Premises are located (“New Premises”), provided the New Premises shall have, if possible, approximately the same rentable square footage of space; notwithstanding the foregoing, Sublandlord shall have the right to offer Subtenant New Premises with lesser square footage than the original Subleased Premises (but in no event lesser than 70% of the original Subleased Premises) if Sublandlord’s store size has been or is in the process of being reduced. Provided that Subtenant is open and operating at the applicable Subleased Premises at the time Sublandlord exercises the rights granted by this Section, Sublandlord agrees to pay all reasonable moving expenses incurred by Subtenant incident to such relocation and for improving the New Premises so that the New Premises are similar to the then existing Subleased Premises. Sublandlord shall provide Subtenant with at least sixty (60) days prior written notice before making such relocation demand. Subtenant shall cooperate with Sublandlord in all reasonable ways to facilitate the move and shall be responsible for moving all of its inventory and other goods to the New Premises. If Subtenant fails to so cooperate, Sublandlord shall be relieved of all responsibility for damage or injury to Subtenant or its property during such move, except as may be caused by Sublandlord’s actual negligence. Notwithstanding the foregoing, if the New Premises identified by Sublandlord is not acceptable to Subtenant, then Subtenant may elect to terminate this Sublease solely with respect to such Subleased Premises by written notice to Sublandlord within thirty (30) calendar days after receipt of Sublandlord’s written notice of such relocation, with such termination to be effective sixty (60) days after Subtenant’s election. Upon the completion of a relocation, the Rent shall be adjusted to reflect the actual square footage of the New Premises and the New Premises shall be deemed to have replaced the applicable Subleased Premises for all purposes under this Sublease.

  • Right to Request Registration Subject to the provisions hereof, at any time the Shelf Registration Statement covering all Registrable Securities is not effective, other than as permitted in accordance with Section 4 hereof, and until the Termination Date, a Holder may at any time request registration under the Securities Act for resale of all, but not less than all, of the Registrable Securities then-held by the applicable Holder(s) (a “Demand Registration” and each Holder who properly initiates such request shall be referred to individually as an “Initiating Holder” and collectively as the “Initiating Holders”). Subject to Section 2(f) and Sections 4 and 5 below, the Company shall (i) file a Registration Statement registering for resale such number of Registrable Securities as requested to be so registered pursuant to this Section 2(b) (a “Demand Registration Statement”) within forty-five (45) days after the Initiating Holders’ request therefor and (ii) use commercially reasonable efforts to cause such Demand Registration Statement to be declared effective by the SEC as soon as practical thereafter. To the extent requested by the Initiating Holders, the Demand Registration Statement shall allow the offer and sale of the Registrable Securities on a continuous basis pursuant to Rule 415 under the Securities Act, unless the Company is not eligible to use a form which allows such offer and sale in which case the Demand Registration Statement shall allow such offer and resale for so long a period as permitted by the Securities Act and the rules thereunder.

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