Common use of Section and Other Headings Clause in Contracts

Section and Other Headings. The section and other headings contained in Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. HCI Group Inc. By Name: Pxxxxx Xxxxx Title: Chief Executive Officer Please confirm that the foregoing correctly sets forth the agreement between the Company and the Investor by signing in the space provided below for that purpose. AGREED AND ACCEPTED: Investor: CITADEL EQUITY FUND LTD., in its capacity as described in the first paragraph hereof By Name: Title: Authorized Signatory Exchanging Investor Information Exchanging Investor Aggregate Principal Amount of Exchanged Notes Citadel Equity Fund Ltd 46,997,000 Exchanging Investor: Citadel Equity Fund Ltd. ______________________________________________ Investor Address: 100 Xxxxx Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000 Telephone: 300-000-0000 Country of Residence: Cayman Islands Taxpayer Identification Number: 90-0000000 Details regarding any position, transaction, or agreement with Citadel are highly confidential, and may not be shared with unauthorized parties. Accordingly, communications between the issuer and a Prime Broker for Citadel cannot include details regarding Citadel positions or transactions that pertain to another Prime Broker. Barclays: 10,930,000 principal Account for Notes: DTC Participant Number: 229 DTC Participant Name: Barclays Capital Inc DTC Participant Phone Number: 200-000-0000 DTC Participant Contact Email: N/A – Citadel can coordinate email communication if necessary FFC Account #: N/A Account # at Bank/Broker: N/A Account for Shares (if different from Notes): DTC Participant Number: DTC Participant Name: DTC Participant Phone Number: DTC Participant Contact Email: FFC Account #: Account # at Bank/Broker: Wire instructions: Bank Name: The Bank of New York Mellon Bank Routing #: 000000000 Account Number: 8901328197 Account Name Barclays Bank PLC Prime Broker FFC Account Name: Citadel Equity Fund Ltd FFC Account Number: 20000000 Broker Contact Name: Rxxxxxx Xxxx Broker Contact Phone: 200-000-0000 BNP Paribas: 12,544,000 principal Account for Notes: DTC Participant Number: 2147 DTC Participant Name: BNP Paribas, New York Branch DTC Participant Phone Number: 300-000-0000 DTC Participant Contact Email: N/A – Citadel can coordinate email communication if necessary FFC Account #: N/A Account # at Bank/Broker: N/A Account for Shares (if different from Notes): DTC Participant Number: DTC Participant Name: DTC Participant Phone Number: DTC Participant Contact Email: FFC Account #: Account # at Bank/Broker: Wire Instructions: Bank Name: BNP Paribas, NA Bank Routing #: 026 007 689 Account Number: 61661700177 Account Name BNP Paribas Prime Brokerage, Inc. FFC Account Name: Citadel Equity Fund Ltd FFC Account Number: 3000000000 Broker Contact Name Bxxx Xxxxxxx Broker Contact Phone: 300-000-0000 UBS: 11,786,000 principal Account for Notes: DTC Participant Number: 642 DTC Participant Name: UBS Securities LLC DTC Participant Phone Number: 200-000-0000 DTC Participant Contact Email: N/A – Citadel can coordinate email communication if necessary FFC Account #: N/A Account # at Bank/Broker: N/A Account for Shares (if different from Notes): DTC Participant Number: DTC Participant Name: DTC Participant Phone Number: DTC Participant Contact Email: FFC Account #: Account # at Bank/Broker: Wire Instructions: Bank Name: UBS AG, STAMFORD Bank Routing #: 026 007 993 Account Number: 101-WA-797414-000 Account Name: UBS Securities LLC FFC Account Name: Citadel Equity Fund Ltd FFC Account Number: 70000000 Broker Contact Name: Mxxxxxx Xxxxxxx Broker Contact Phone: 200-000-0000 Wxxxx Fargo: 11,737,000 principal Account for Notes: DTC Participant Number: 2072 DTC Participant Name: Wxxxx Fargo Bank, N.A. DTC Participant Phone Number: 200-000-0000 DTC Participant Contact Email: N/A – Citadel can coordinate email communication if necessary FFC Account #: N/A Account # at Bank/Broker: N/A Account for Shares (if different from Notes): DTC Participant Number: DTC Participant Name: DTC Participant Phone Number: DTC Participant Contact Email: FFC Account #: Account # at Bank/Broker: Wire Instructions: Bank Name: Wxxxx Fargo Bank, N.A Bank Routing #: 100000000 Account Number: 4087268249 Account Name: Wxxxx Fargo Bank, N.A. FFC Account Name: Citadel Equity Fund Ltd FFC Account Number: 2RU00069 Broker Contact Name: DX Xxxxxxx Broker Contact Phone: 200-000-0000 Exchange Procedures

Appears in 1 contract

Samples: Exchange Agreement (HCI Group, Inc.)

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Section and Other Headings. The section and other headings contained in Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. HCI Group Inc. ​ ​ ​ ​ Very truly yours,​ ​ SENSEONICS HOLDINGS, INC.​​ ​ By Name: Pxxxxx Xxxxx ​ ​Name:Title: Chief Executive Officer ​ ​ ​ ​ Please confirm that the foregoing correctly sets forth the agreement between the Company and the Investor by signing in the space provided below for that purpose. AGREED AND ACCEPTED: Investor: CITADEL EQUITY FUND LTD., in its capacity as described in the first paragraph hereof By Name: Title: Authorized Signatory Exchanging Investor Information Exchanging Investor Aggregate Principal Amount of Exchanged Notes Citadel Equity Fund Ltd 46,997,000 Exchanging Investor: Citadel Equity Fund Ltd. [______________________________________________ ], in its capacity as described in the first paragraph hereof​By​ ​​ ​ Name: Title: ​ Exchanging Investor Information ​ Exchanging Investor Name, Address, Email and Phone Number Exchanged Notes Initial Exchanged Notes Final Exchanged Notes Total Exchanged Notes ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Exchanging Investor: ​ ​​ ​ ​ Investor Address: 100 Xxxxx Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000 Telephone: 300-000-0000 ​ ​​ ​ ​​ ​ ​​ ​ Telephone:​ ​ Country of Residence: Cayman Islands ​ ​​ Taxpayer Identification Number: 90-0000000 Details regarding any position, transaction, or agreement with Citadel are highly confidential, and may not be shared with unauthorized parties. Accordingly, communications between the issuer and a Prime Broker for Citadel cannot include details regarding Citadel positions or transactions that pertain to another Prime Broker. Barclays: 10,930,000 principal ​ ​​ ​​ ​​ ​​ ​​ ​​ ​​ Account for Notes: DTC Participant Number: 229 DTC Participant Name: Barclays Capital Inc DTC Participant Phone NumberNumber : 200-000-0000 DTC Participant Contact EmailEmail : N/A – Citadel can coordinate email communication if necessary FFC Account #: N/A Account # at Bank/Broker: N/A Account for Shares (if different from Notes): DTC Participant Number: DTC Participant Name: DTC Participant Phone NumberNumber : DTC Participant Contact Email: FFC Account #Email : Account # at Bank/Broker: Wire instructionsinstructions for Cash Payment: Bank Name: The Name:​ ​​ ​​ ​​ ​ Bank of New York Mellon Bank Address:​ ​​ ​​ ​​ ​ ABA Routing #: 000000000 Number:​ ​​ ​​ ​​ ​ Account Number: 8901328197 Name:​ ​​ ​​ ​​ ​ Account Name Barclays Bank PLC Prime Broker Number:​ ​​ ​​ ​​ ​ Contact Person:​ ​​ ​​ ​​ ​ FFC Account Name: Citadel Equity Fund Ltd Name​ ​​ ​​ ​​ ​ FFC Account Number: 20000000 Broker Contact Name: Rxxxxxx Xxxx Broker Contact Phone: 200-000-0000 BNP Paribas: 12,544,000 principal Account for Notes: DTC Participant Number: 2147 DTC Participant Name: BNP Paribas, New York Branch DTC Participant Phone Number: 300-000-0000 DTC Participant Contact Email: N/A – Citadel can coordinate email communication if necessary FFC Account #: N/A Account # at Bank/Broker: N/A Account Broker:​ ​​ ​​ ​​ ​ ​ ​ ​ Exchange Procedures NOTICE TO INVESTOR These are the Exchange Procedures for the settlement of the exchange of 5.25% Convertible Senior Notes due 2025, CUSIP 81727U AB1 (the “Exchanged Notes”) of Senseonics Holdings, Inc., a Delaware corporation (the “Company”), for the Shares to be issued as Exchange Consideration (if different from Notes): DTC Participant Number: DTC Participant Name: DTC Participant Phone Number: DTC Participant Contact Email: FFC Account #: Account # as defined in and pursuant to the Agreement between you and the Company), which is expected to occur on or about August 14, 2023 and on September 5, 2023. To ensure timely settlement for the Exchange Consideration, please follow the instructions as set forth below. These instructions supersede any prior instructions you received. Your failure to comply with these instructions may delay your receipt of the Exchange Consideration. If you have any questions, please contact Xxxxxxxxx Xxxxxx of Xxxxxxx Xxxxx & Co. LLC at Bank/Broker: Wire Instructions: Bank Name: BNP Paribas, NA Bank Routing #: 026 007 689 Account Number: 61661700177 Account Name BNP Paribas Prime Brokerage, Inc. FFC Account Name: Citadel Equity Fund Ltd FFC Account Number: 3000000000 Broker Contact Name Bxxx Xxxxxxx Broker Contact Phone: 300000-000-0000 UBS: 11,786,000 principal Account for 0000. On each Closing Date, to deliver the applicable Exchanged Notes: You must direct the eligible DTC Participant Number: 642 participant through which you hold a beneficial interest in the Notes on the applicable Closing Date, no later than 9:00 a.m., New York City time, to post a withdrawal request through DTC Participant Name: UBS Securities LLC DTC Participant Phone Number: 200-000-0000 DTC Participant Contact Email: N/for the aggregate principal amount of Exchanged Notes set forth on Exhibit A – Citadel can coordinate email communication if necessary FFC Account #: N/A Account # at Bank/Broker: N/A Account of the Agreement to be exchanged for Shares on such Closing Date. It is important that this instruction be submitted and the one-sided DWAC withdrawal (if different from not a deliver vs. payment or free delivery) is posted on such Closing Date no later than 9:00 a.m., New York City time. To receive Exchange Consideration: ● To receive the Shares: ​ You must direct the eligible DTC participant on the applicable Closing Date, no later than 9:00 a.m., New York City time, to post a deposit request through DTC via DWAC for the aggregate number of Initial Shares or Final Settlement Shares, as applicable, deliverable on such Closing Date in respect of the Exchanged Notes): DTC Participant Number. It is important that this instruction be submitted and the applicable DWAC posted on such Closing Date no later than 9:00 a.m., New York City time. ● To receive the Cash Payment: DTC Participant Name: DTC Participant Phone Number: DTC Participant Contact Email: FFC Account #: Account # at Bank/Broker: Wire Instructions: Bank Name: UBS AG, STAMFORD Bank Routing #: 026 007 993 Account Number: 101-WA-797414-000 Account Name: UBS Securities LLC FFC Account Name: Citadel Equity Fund Ltd FFC Account Number: 70000000 Broker Contact Name: Mxxxxxx Xxxxxxx Broker Contact Phone: 200-000-0000 Wxxxx Fargo: 11,737,000 principal Account for Notes: DTC Participant Number: 2072 DTC Participant Name: Wxxxx Fargo Bank​ You must provide valid wire instructions to the Company. ​ Computershare Trust Company, N.A. DTC Participant Phone Number: 200-000-0000 DTC Participant Contact Email: N/A – Citadel can coordinate email communication if necessary FFC Account #: N/A Account # at Bank/Broker: N/A Account is the Transfer Agent and Registrar for Shares (if different from Notes): DTC Participant Number: DTC Participant Name: DTC Participant Phone Number: DTC Participant Contact Email: FFC Account #: Account # at Bank/Broker: Wire Instructions: Bank Name: Wxxxx Fargo Bank, N.A Bank Routing #: 100000000 Account Number: 4087268249 Account Name: Wxxxx Fargo Bank, N.A. FFC Account Name: Citadel Equity Fund Ltd FFC Account Number: 2RU00069 Broker Contact Name: DX Xxxxxxx Broker Contact Phone: 200-000-0000 Exchange Proceduresthe Shares.

Appears in 1 contract

Samples: Senseonics Holdings, Inc.

Section and Other Headings. The section and other headings contained in Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. HCI Group Inc. Very truly yours, APELLIS PHARMACEUTICALS, INC. By Name: Pxxxxx Xxxxx Xxxxxxx Xxxxxxxx Title: Chief Executive Financial Officer Please confirm that the foregoing correctly sets forth the agreement between the Company and the Investor by signing in the space provided below for that purpose. AGREED AND ACCEPTED: Investor: CITADEL EQUITY FUND LTD.[_____________], in its capacity as described in the first paragraph hereof By Name: Title: Authorized Signatory EXHIBIT A Exchanging Investor Information Exchanging Investor Aggregate Principal Amount of Exchanged Notes Citadel Equity Fund Ltd 46,997,000 EXHIBIT B.1 Exchanging Investor: Citadel Equity Fund Ltd. ______________________________________________ Investor Address: 100 Xxxxx Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000 Telephone: 300-000-0000 Country of Residence: Cayman Islands Taxpayer Identification Number: 90-0000000 Details regarding any position, transaction, or agreement with Citadel are highly confidential, and may not be shared with unauthorized parties. Accordingly, communications between the issuer and a Prime Broker for Citadel cannot include details regarding Citadel positions or transactions that pertain to another Prime Broker. Barclays: 10,930,000 principal Account for Notes: DTC Participant Number: 229 DTC Participant Name: Barclays Capital Inc DTC Participant Phone Number: 200-000-0000 DTC Participant Contact Email: N/A – Citadel can coordinate email communication if necessary FFC Account #: N/A Account # at Bank/Broker: N/A Account for Shares (if different from Notes): DTC Participant Number: DTC Participant Name: DTC Participant Phone Number: DTC Participant Contact Email: FFC Account #: Account # at Bank/Broker: Wire instructionsExchanging Investor Address: Bank NameTelephone: The Bank Country of New York Mellon Bank Routing #Residence: 000000000 Account Taxpayer Identification Number: 8901328197 Account Name Barclays Bank PLC Prime Broker FFC Account Name: Citadel Equity Fund Ltd FFC Account Number: 20000000 Broker Contact Name: Rxxxxxx EXHIBIT B.2 Exchange Procedures NOTICE TO INVESTOR These are the Exchange Procedures for the settlement of the exchange of 3.500% Convertible Senior Notes due 2026, CUSIP 00000XXX0 (the “Exchanged Notes”) of, a Delaware corporation (the “Company”), for the Shares to be issued as Exchange Consideration (as defined in and pursuant to the Agreement between you and the Company), which is expected to occur on or about August 4, 2022. To ensure timely settlement for the Exchange Consideration, please follow the instructions as set forth below. These instructions supersede any prior instructions you received. Your failure to comply with these instructions may delay your receipt of the Exchange Consideration. If you have any questions, please contact Xxx Xxx of X. Xxxx Broker Contact Phone: 200Capital Advisors LLC at 000-000-0000 BNP Paribas: 12,544,000 principal Account for 0000. To deliver Exchanged Notes: You must direct the eligible DTC Participant Number: 2147 DTC Participant Name: BNP Paribasparticipant through which you hold a beneficial interest in the Exchanged Notes on August 4, 2022, no later than 9:00 a.m., New York Branch City time, to perform a free delivery through DTC Participant Phone Numberfor the aggregate principal amount of Exchanged Notes set forth on Exhibit A of the Agreement to be exchanged for Shares. To receive Exchange Consideration: 300-000-0000 You must direct the eligible DTC Participant Contact Email: N/participant on August 4, 2022, no later than 9:00 a.m., New York City time, to perform a free delivery through DTC for the aggregate principal amount of Exchanged Notes set forth on Exhibit A – Citadel can coordinate email communication if necessary FFC Account #: N/A Account # at Bank/Broker: N/A Account of the Agreement to be exchanged for Shares (if different from Notes): DTC Participant Number: DTC Participant Name: DTC Participant Phone Number: DTC Participant Contact Email: FFC Account #: Account # at Bank/Broker: Wire Instructions: Bank Name: BNP Paribas, NA Bank Routing #: 026 007 689 Account Number: 61661700177 Account Name BNP Paribas Prime Brokerage, Inc. FFC Account Name: Citadel Equity Fund Ltd FFC Account Number: 3000000000 Broker Contact Name Bxxx Xxxxxxx Broker Contact Phone: 300-000-0000 UBS: 11,786,000 principal Account Shares. American Stock Transfer & Trust Company is the Transfer Agent and Registrar for Notes: DTC Participant Number: 642 DTC Participant Name: UBS Securities LLC DTC Participant Phone Number: 200-000-0000 DTC Participant Contact Email: N/A – Citadel can coordinate email communication if necessary FFC Account #: N/A Account # at Bank/Broker: N/A Account for Shares (if different from Notes): DTC Participant Number: DTC Participant Name: DTC Participant Phone Number: DTC Participant Contact Email: FFC Account #: Account # at Bank/Broker: Wire Instructions: Bank Name: UBS AG, STAMFORD Bank Routing #: 026 007 993 Account Number: 101-WA-797414-000 Account Name: UBS Securities LLC FFC Account Name: Citadel Equity Fund Ltd FFC Account Number: 70000000 Broker Contact Name: Mxxxxxx Xxxxxxx Broker Contact Phone: 200-000-0000 Wxxxx Fargo: 11,737,000 principal Account for Notes: DTC Participant Number: 2072 DTC Participant Name: Wxxxx Fargo Bank, N.A. DTC Participant Phone Number: 200-000-0000 DTC Participant Contact Email: N/A – Citadel can coordinate email communication if necessary FFC Account #: N/A Account # at Bank/Broker: N/A Account for Shares (if different from Notes): DTC Participant Number: DTC Participant Name: DTC Participant Phone Number: DTC Participant Contact Email: FFC Account #: Account # at Bank/Broker: Wire Instructions: Bank Name: Wxxxx Fargo Bank, N.A Bank Routing #: 100000000 Account Number: 4087268249 Account Name: Wxxxx Fargo Bank, N.A. FFC Account Name: Citadel Equity Fund Ltd FFC Account Number: 2RU00069 Broker Contact Name: DX Xxxxxxx Broker Contact Phone: 200-000-0000 Exchange Proceduresthe Common Stock.

Appears in 1 contract

Samples: Exchange Agreement (Apellis Pharmaceuticals, Inc.)

Section and Other Headings. The section and other headings contained in Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. HCI Group Inc. Very truly yours, APELLIS PHARMACEUTICALS, INC. By Name: Pxxxxx Xxxxx Xxxxxxx Xxxxxxxx Title: Chief Executive Financial Officer Please confirm that the foregoing correctly sets forth the agreement between the Company and the Investor by signing in the space provided below for that purpose. AGREED AND ACCEPTED: Investor: CITADEL EQUITY FUND LTD.[_____________], in its capacity as described in the first paragraph hereof By Name: Title: Authorized Signatory EXHIBIT A Exchanging Investor Information Exchanging Investor Aggregate Principal Amount of Exchanged Notes Citadel Equity Fund Ltd 46,997,000 EXHIBIT B.1 Exchanging Investor: Citadel Equity Fund Ltd. ______________________________________________ Investor Address: 100 Xxxxx Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000 Telephone: 300-000-0000 Country of Residence: Cayman Islands Taxpayer Identification Number: 90-0000000 Details regarding any position, transaction, or agreement with Citadel are highly confidential, and may not be shared with unauthorized parties. Accordingly, communications between the issuer and a Prime Broker for Citadel cannot include details regarding Citadel positions or transactions that pertain to another Prime Broker. Barclays: 10,930,000 principal Account for Notes: DTC Participant Number: 229 DTC Participant Name: Barclays Capital Inc DTC Participant Phone Number: 200-000-0000 DTC Participant Contact Email: N/A – Citadel can coordinate email communication if necessary FFC Account #: N/A Account # at Bank/Broker: N/A Account for Shares (if different from Notes): DTC Participant Number: DTC Participant Name: DTC Participant Phone Number: DTC Participant Contact Email: FFC Account #: Account # at Bank/Broker: Wire instructionsExchanging Investor Address: Bank NameTelephone: The Bank Country of New York Mellon Bank Routing #Residence: 000000000 Account Taxpayer Identification Number: 8901328197 Account Name Barclays Bank PLC Prime Broker FFC Account Name: Citadel Equity Fund Ltd FFC Account Number: 20000000 Broker Contact Name: Rxxxxxx EXHIBIT B.2 Exchange Procedures NOTICE TO INVESTOR These are the Exchange Procedures for the settlement of the exchange of 3.500% Convertible Senior Notes due 2026, CUSIP 00000XXX0 (the “Exchanged Notes”) of, a Delaware corporation (the “Company”), for the Shares to be issued as Exchange Consideration (as defined in and pursuant to the Agreement between you and the Company), which is expected to occur on or about August 1, 2022. To ensure timely settlement for the Exchange Consideration, please follow the instructions as set forth below. These instructions supersede any prior instructions you received. Your failure to comply with these instructions may delay your receipt of the Exchange Consideration. If you have any questions, please contact Xxx Xxx of X. Xxxx Broker Contact Phone: 200Capital Advisors LLC at 000-000-0000 BNP Paribas: 12,544,000 principal Account for 0000. To deliver Exchanged Notes: You must direct the eligible DTC Participant Number: 2147 DTC Participant Name: BNP Paribasparticipant through which you hold a beneficial interest in the Exchanged Notes on August 1, 2022, no later than 9:00 a.m., New York Branch City time, to perform a free delivery through DTC Participant Phone Number: 300-000-0000 DTC Participant Contact Email: N/for the aggregate principal amount of Exchanged Notes set forth on Exhibit A – Citadel can coordinate email communication if necessary FFC Account #: N/A Account # at Bank/Broker: N/A Account of the Agreement to be exchanged for Shares (if different from Notes): DTC Participant Number: DTC Participant Name: DTC Participant Phone Number: DTC Participant Contact Email: FFC Account #: Account # at Bank/Broker: Wire Instructions: Bank Name: BNP Paribas, NA Bank Routing #: 026 007 689 Account Number: 61661700177 Account Name BNP Paribas Prime Brokerage, Inc. FFC Account Name: Citadel Equity Fund Ltd FFC Account Number: 3000000000 Broker Contact Name Bxxx Xxxxxxx Broker Contact Phone: 300-000-0000 UBS: 11,786,000 principal Account for Notes: DTC Participant Number: 642 DTC Participant Name: UBS Securities LLC DTC Participant Phone Number: 200-000-0000 DTC Participant Contact Email: N/A – Citadel can coordinate email communication if necessary FFC Account #: N/A Account # at Bank/Broker: N/A Account for Shares (if different from Notes): DTC Participant Number: DTC Participant Name: DTC Participant Phone Number: DTC Participant Contact Email: FFC Account #: Account # at Bank/Broker: Wire Instructions: Bank Name: UBS AG, STAMFORD Bank Routing #: 026 007 993 Account Number: 101-WA-797414-000 Account Name: UBS Securities LLC FFC Account Name: Citadel Equity Fund Ltd FFC Account Number: 70000000 Broker Contact Name: Mxxxxxx Xxxxxxx Broker Contact Phone: 200-000-0000 Wxxxx Fargo: 11,737,000 principal Account for Notes: DTC Participant Number: 2072 DTC Participant Name: Wxxxx Fargo Bank, N.A. DTC Participant Phone Number: 200-000-0000 DTC Participant Contact Email: N/A – Citadel can coordinate email communication if necessary FFC Account #: N/A Account # at Bank/Broker: N/A Account for Shares (if different from Notes): DTC Participant Number: DTC Participant Name: DTC Participant Phone Number: DTC Participant Contact Email: FFC Account #: Account # at Bank/Broker: Wire Instructions: Bank Name: Wxxxx Fargo Bank, N.A Bank Routing #: 100000000 Account Number: 4087268249 Account Name: Wxxxx Fargo Bank, N.A. FFC Account Name: Citadel Equity Fund Ltd FFC Account Number: 2RU00069 Broker Contact Name: DX Xxxxxxx Broker Contact Phone: 200-000-0000 Exchange ProceduresShares.

Appears in 1 contract

Samples: Exchange Agreement (Apellis Pharmaceuticals, Inc.)

Section and Other Headings. The section and other headings contained in Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. HCI Group Inc. Very truly yours,LIGHTNING EMOTORS, INC. By /s/ Xxxxx Xxxxxxxx Name: Pxxxxx Xxxxx Xxxxxxxx Title: Chief Executive Financial Officer Please confirm that the foregoing correctly sets forth the agreement between the Company and the Investor by signing in the space provided below for that purpose. AGREED AND ACCEPTED: Investor: CITADEL EQUITY FUND LTD.[_____________], in its capacity as described in the first paragraph hereof By Name: Title: Authorized Signatory EXHIBIT A Exchanging Investor Information Exchanging Investor Aggregate Principal Amount of Exchanged Notes Citadel Equity Fund Ltd 46,997,000 Number of Shares of Common Stock issuable upon Exchange Amount of Accrued but unpaid Interest Signature Page to Exchange Agreement EXHIBIT B.1 Exchanging Investor: Citadel Equity Fund Ltd. ______________________________________________ Investor Address: 100 Xxxxx Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000 Telephone: 300-000-0000 Country of Residence: Cayman Islands Taxpayer Identification Number: 90-0000000 Details regarding any position, transaction, or agreement with Citadel are highly confidential, and may not be shared with unauthorized parties. Accordingly, communications between the issuer and a Prime Broker for Citadel cannot include details regarding Citadel positions or transactions that pertain to another Prime Broker. Barclays: 10,930,000 principal Account for Notes: DTC Participant Number: 229 DTC Participant Name: Barclays Capital Inc DTC Participant Phone Number: 200-000-0000 DTC Participant Contact Email: N/A – Citadel can coordinate email communication if necessary FFC Account #: N/A Account # at Bank/Broker: N/A Account for Shares (if different from Notes): DTC Participant Number: DTC Participant Name: DTC Participant Phone Number: DTC Participant Contact Email: FFC Account #: Account # at Bank/Broker: Wire instructionsExchanging Investor Address: Bank NameTelephone: The Bank Country of New York Mellon Bank Routing #Residence: 000000000 Account Taxpayer Identification Number: 8901328197 Account Name Barclays Bank PLC Prime Broker FFC Account Name: Citadel Equity Fund Ltd FFC Account Number: 20000000 Broker Contact Name: Rxxxxxx Xxxx Broker Contact Phone: 200EXHIBIT B.2 Exchange Procedures NOTICE TO INVESTOR These are the Exchange Procedures for the settlement of the exchange of 7.50% Convertible Senior Notes due 2024, CUSIP 53228R AA3 (the “Exchanged Notes”) of Lightning eMotors, Inc., a Delaware corporation (the “Company”), for the Shares and cash to be issued as Exchange Consideration (as defined in and pursuant to the Exchange Agreement between you and the Company), which is expected to occur on or about March 15, 2023. To ensure timely settlement for the Exchange Consideration, please follow the instructions as set forth below. These instructions supersede any prior instructions you received. Your failure to comply with these instructions may delay your receipt of the Exchange Consideration. If you have any questions, please contact Xxxxx Xxx of Xxxxxxxxxxx & Co. LLC at 000-000-0000 BNP Paribas: 12,544,000 principal Account for 0000. To deliver Exchanged Notes: You must direct the eligible DTC Participant Number: 2147 DTC Participant Name: BNP Paribasparticipant through which you hold a beneficial interest in the Exchanged Notes on March 15, 2023, no later than 9:00 a.m., New York Branch City time, to perform a free delivery through DTC Participant Phone Numberfor the aggregate principal amount of Exchanged Notes set forth on Exhibit A of the Agreement to be exchanged for Shares. To receive Exchange Consideration: 300-000-0000 You must direct the eligible DTC Participant Contact Email: N/participant on March 15, 2023, no later than 9:00 a.m., New York City time, to perform a free delivery through DTC for the aggregate principal amount of Exchanged Notes set forth on Exhibit A – Citadel can coordinate email communication if of the Agreement to be exchanged for Shares. You must also deliver to Xxxxxxxxxxx the necessary FFC Account #: N/A Account # at Bank/Broker: N/A Account tax form(s) and your wiring instructions for Shares (if different from Notes): DTC Participant Number: DTC Participant Name: DTC Participant Phone Number: DTC Participant Contact Email: FFC Account #: Account # at Bank/Broker: Wire Instructions: Bank Name: BNP Paribas, NA Bank Routing #: 026 007 689 Account Number: 61661700177 Account Name BNP Paribas Prime Brokerage, Inc. FFC Account Name: Citadel Equity Fund Ltd FFC Account Number: 3000000000 Broker Contact Name Bxxx Xxxxxxx Broker Contact Phone: 300-000-0000 UBS: 11,786,000 principal Account payment of accrued and unpaid interest. Continental Stock Transfer & Trust Company is the Transfer Agent and Registrar for Notes: DTC Participant Number: 642 DTC Participant Name: UBS Securities LLC DTC Participant Phone Number: 200-000-0000 DTC Participant Contact Email: N/A – Citadel can coordinate email communication if necessary FFC Account #: N/A Account # at Bank/Broker: N/A Account for Shares (if different from Notes): DTC Participant Number: DTC Participant Name: DTC Participant Phone Number: DTC Participant Contact Email: FFC Account #: Account # at Bank/Broker: Wire Instructions: Bank Name: UBS AG, STAMFORD Bank Routing #: 026 007 993 Account Number: 101-WA-797414-000 Account Name: UBS Securities LLC FFC Account Name: Citadel Equity Fund Ltd FFC Account Number: 70000000 Broker Contact Name: Mxxxxxx Xxxxxxx Broker Contact Phone: 200-000-0000 Wxxxx Fargo: 11,737,000 principal Account for Notes: DTC Participant Number: 2072 DTC Participant Name: Wxxxx Fargo Bank, N.A. DTC Participant Phone Number: 200-000-0000 DTC Participant Contact Email: N/A – Citadel can coordinate email communication if necessary FFC Account #: N/A Account # at Bank/Broker: N/A Account for Shares (if different from Notes): DTC Participant Number: DTC Participant Name: DTC Participant Phone Number: DTC Participant Contact Email: FFC Account #: Account # at Bank/Broker: Wire Instructions: Bank Name: Wxxxx Fargo Bank, N.A Bank Routing #: 100000000 Account Number: 4087268249 Account Name: Wxxxx Fargo Bank, N.A. FFC Account Name: Citadel Equity Fund Ltd FFC Account Number: 2RU00069 Broker Contact Name: DX Xxxxxxx Broker Contact Phone: 200-000-0000 Exchange Proceduresthe Common Stock.

Appears in 1 contract

Samples: Exchange Agreement (Lightning eMotors, Inc.)

Section and Other Headings. The section and other headings contained in Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. HCI Group Inc. Very truly yours, APELLIS PHARMACEUTICALS, INC. By Name: Pxxxxx Xxxxx Xxxxxxx Xxxxxxxx Title: Chief Executive Financial Officer Please confirm that the foregoing correctly sets forth the agreement between the Company and the Investor by signing in the space provided below for that purpose. AGREED AND ACCEPTED: Investor: CITADEL EQUITY FUND LTD.[ ], in its capacity as described in the first paragraph hereof By Name: Title: Authorized Signatory EXHIBIT A Exchanging Investor Information Exchanging Investor Aggregate Principal Amount of Exchanged Notes Citadel Equity Fund Ltd 46,997,000 EXHIBIT B.1 Exchanging Investor: Citadel Equity Fund Ltd. ______________________________________________ Investor Address: 100 Xxxxx Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000 Telephone: 300-000-0000 Country of Residence: Cayman Islands Taxpayer Identification Number: 90-0000000 Details regarding any position, transaction, or agreement with Citadel are highly confidential, and may not be shared with unauthorized parties. Accordingly, communications between the issuer and a Prime Broker for Citadel cannot include details regarding Citadel positions or transactions that pertain to another Prime Broker. Barclays: 10,930,000 principal Account for Notes: DTC Participant Number: 229 DTC Participant Name: Barclays Capital Inc DTC Participant Phone Number: 200-000-0000 DTC Participant Contact Email: N/A – Citadel can coordinate email communication if necessary FFC Account #: N/A Account # at Bank/Broker: N/A Account for Shares (if different from Notes): DTC Participant Number: DTC Participant Name: DTC Participant Phone Number: DTC Participant Contact Email: FFC Account #: Account # at Bank/Broker: Wire instructionsExchanging Investor Address: Bank NameTelephone: The Bank Country of New York Mellon Bank Routing #Residence: 000000000 Account Taxpayer Identification Number: 8901328197 Account Name Barclays Bank PLC Prime Broker FFC Account Name: Citadel Equity Fund Ltd FFC Account Number: 20000000 Broker Contact Name: Rxxxxxx EXHIBIT B.2 Exchange Procedures NOTICE TO INVESTOR These are the Exchange Procedures for the settlement of the exchange of 3.500% Convertible Senior Notes due 2026, CUSIP 00000XXX0 (the “Exchanged Notes”) of, a Delaware corporation (the “Company”), for the Shares to be issued as Exchange Consideration (as defined in and pursuant to the Agreement between you and the Company), which is expected to occur on or about July 23, 2021. To ensure timely settlement for the Exchange Consideration, please follow the instructions as set forth below. These instructions supersede any prior instructions you received. Your failure to comply with these instructions may delay your receipt of the Exchange Consideration. If you have any questions, please contact Xxx Xxx of X. Xxxx Broker Contact Phone: 200Capital Advisors LLC at 000-000-0000 BNP Paribas: 12,544,000 principal Account for 0000. To deliver Exchanged Notes: You must direct the eligible DTC Participant Number: 2147 DTC Participant Name: BNP Paribasparticipant through which you hold a beneficial interest in the Exchanged Notes on July 23, 2021, no later than 9:00 a.m., New York Branch City time, to perform a free delivery through DTC Participant Phone Numberfor the aggregate principal amount of Exchanged Notes set forth on Exhibit A of the Agreement to be exchanged for Shares. To receive Exchange Consideration: 300-000-0000 You must direct the eligible DTC Participant Contact Email: N/participant on July 23, 2021, no later than 9:00 a.m., New York City time, to perform a free delivery through DTC for the aggregate principal amount of Exchanged Notes set forth on Exhibit A – Citadel can coordinate email communication if necessary FFC Account #: N/A Account # at Bank/Broker: N/A Account of the Agreement to be exchanged for Shares (if different from Notes): DTC Participant Number: DTC Participant Name: DTC Participant Phone Number: DTC Participant Contact Email: FFC Account #: Account # at Bank/Broker: Wire Instructions: Bank Name: BNP Paribas, NA Bank Routing #: 026 007 689 Account Number: 61661700177 Account Name BNP Paribas Prime Brokerage, Inc. FFC Account Name: Citadel Equity Fund Ltd FFC Account Number: 3000000000 Broker Contact Name Bxxx Xxxxxxx Broker Contact Phone: 300-000-0000 UBS: 11,786,000 principal Account Shares. American Stock Transfer & Trust Company is the Transfer Agent and Registrar for Notes: DTC Participant Number: 642 DTC Participant Name: UBS Securities LLC DTC Participant Phone Number: 200-000-0000 DTC Participant Contact Email: N/A – Citadel can coordinate email communication if necessary FFC Account #: N/A Account # at Bank/Broker: N/A Account for Shares (if different from Notes): DTC Participant Number: DTC Participant Name: DTC Participant Phone Number: DTC Participant Contact Email: FFC Account #: Account # at Bank/Broker: Wire Instructions: Bank Name: UBS AG, STAMFORD Bank Routing #: 026 007 993 Account Number: 101-WA-797414-000 Account Name: UBS Securities LLC FFC Account Name: Citadel Equity Fund Ltd FFC Account Number: 70000000 Broker Contact Name: Mxxxxxx Xxxxxxx Broker Contact Phone: 200-000-0000 Wxxxx Fargo: 11,737,000 principal Account for Notes: DTC Participant Number: 2072 DTC Participant Name: Wxxxx Fargo Bank, N.A. DTC Participant Phone Number: 200-000-0000 DTC Participant Contact Email: N/A – Citadel can coordinate email communication if necessary FFC Account #: N/A Account # at Bank/Broker: N/A Account for Shares (if different from Notes): DTC Participant Number: DTC Participant Name: DTC Participant Phone Number: DTC Participant Contact Email: FFC Account #: Account # at Bank/Broker: Wire Instructions: Bank Name: Wxxxx Fargo Bank, N.A Bank Routing #: 100000000 Account Number: 4087268249 Account Name: Wxxxx Fargo Bank, N.A. FFC Account Name: Citadel Equity Fund Ltd FFC Account Number: 2RU00069 Broker Contact Name: DX Xxxxxxx Broker Contact Phone: 200-000-0000 Exchange Proceduresthe Common Stock.

Appears in 1 contract

Samples: Exchange Agreement (Apellis Pharmaceuticals, Inc.)

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Section and Other Headings. The section and other headings contained in Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. HCI Group Inc. Very truly yours, ESPERION THERAPEUTICS, INC. By /s/ Sxxxxxx X. Xxxxxx Name: Pxxxxx Xxxxx Sxxxxxx X. Xxxxxx Title: President and Chief Executive Officer Please confirm that the foregoing correctly sets forth the agreement between the Company and the each Exchanging Investor by signing in the space provided below for that purpose. AGREED AND ACCEPTED: InvestorExchanging Investors: CITADEL EQUITY FUND LTD.HIGHBRIDGE TACTICAL CREDIT MASTER FUND, in its capacity L.P. By: Highbridge Capital Management, LLC, as described in the first paragraph hereof Trading Manager By /s/ Jxxxxxxx Xxxxx Name: Jxxxxxxx Xxxxx Title: Authorized Signatory Managing Director HIGHBRIDGE CONVERTIBLE DISLOCATION FUND, L.P. By: Highbridge Capital Management, LLC, as Trading Manager By /s/ Jxxxxxxx Xxxxx Name: Jxxxxxxx Xxxxx Title: Managing Director EXHIBIT A Exchanging Investor Information Exchanging Investor Aggregate Principal Amount of Exchanged Notes Citadel Equity Fund Ltd 46,997,000 EXHIBIT B.1 Exchanging Investor: Citadel Equity Fund Ltd. ______________________________________________ Investor Address: 100 Xxxxx Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000 Telephone: 300-000-0000 Country of Residence: Cayman Islands Taxpayer Identification Number: 90-0000000 Details regarding any position, transaction, or agreement with Citadel are highly confidential, and may not be shared with unauthorized parties. Accordingly, communications between the issuer and a Prime Broker for Citadel cannot include details regarding Citadel positions or transactions that pertain to another Prime Broker. Barclays: 10,930,000 principal Account for Notes: DTC Participant Number: 229 DTC Participant Name: Barclays Capital Inc DTC Participant Phone Number: 200-000-0000 DTC Participant Contact Email: N/A – Citadel can coordinate email communication if necessary FFC Account #: N/A Account # at Bank/Broker: N/A Account for Shares (if different from Notes): DTC Participant Number: DTC Participant Name: DTC Participant Phone Number: DTC Participant Contact Email: FFC Account #: Account # at Bank/Broker: Wire instructions: Bank Name: The Bank of New York Mellon Bank Routing #: 000000000 Account Number: 8901328197 Account Name Barclays Bank PLC Prime Broker FFC Account Name: Citadel Equity Fund Ltd FFC Account Number: 20000000 Broker Contact Name: Rxxxxxx Xxxx Broker Contact Phone: 200-000-0000 BNP Paribas: 12,544,000 principal Account for Notes: DTC Participant Number: 2147 DTC Participant Name: BNP Paribas, New York Branch DTC Participant Phone Number: 300-000-0000 DTC Participant Contact Email: N/A – Citadel can coordinate email communication if necessary FFC Account #: N/A Account # at Bank/Broker: N/A Account for Shares (if different from Notes): DTC Participant Number: DTC Participant Name: DTC Participant Phone Number: DTC Participant Contact Email: FFC Account #: Account # at Bank/Broker: Wire Instructions: Bank Name: BNP Paribas, NA Bank Routing #: 026 007 689 Account Number: 61661700177 Account Name BNP Paribas Prime Brokerage, Inc. FFC Account Name: Citadel Equity Fund Ltd FFC Account Number: 3000000000 Broker Contact Name Bxxx Xxxxxxx Broker Contact Phone: 300-000-0000 UBS: 11,786,000 principal Account for Notes: DTC Participant Number: 642 DTC Participant Name: UBS Securities LLC DTC Participant Phone Number: 200-000-0000 DTC Participant Contact Email: N/A – Citadel can coordinate email communication if necessary FFC Account #: N/A Account # at Bank/Broker: N/A Account for Shares (if different from Notes): DTC Participant Number: DTC Participant Name: DTC Participant Phone Number: DTC Participant Contact Email: FFC Account #: Account # at Bank/Broker: Wire Instructions: Bank Name: UBS AG, STAMFORD Bank Routing #: 026 007 993 Account Number: 101-WA-797414-000 Account Name: UBS Securities LLC FFC Account Name: Citadel Equity Fund Ltd FFC Account Number: 70000000 Broker Contact Name: Mxxxxxx Xxxxxxx Broker Contact Phone: 200-000-0000 Wxxxx Fargo: 11,737,000 principal Account for Notes: DTC Participant Number: 2072 DTC Participant Name: Wxxxx Fargo Bank, N.A. DTC Participant Phone Number: 200-000-0000 DTC Participant Contact Email: N/A – Citadel can coordinate email communication if necessary FFC Account #: N/A Account # at Bank/Broker: N/A Account for Shares (if different from Notes): DTC Participant Number: DTC Participant Name: DTC Participant Phone Number: DTC Participant Contact Email: FFC Account #: Account # at Bank/Broker: Wire Instructions: Bank Name: Wxxxx Fargo Bank, N.A Bank Routing #: 100000000 Account Number: 4087268249 Account Name: Wxxxx Fargo Bank, N.A. FFC Account Name: Citadel Equity Fund Ltd FFC Account Number: 2RU00069 Broker Contact Name: DX Xxxxxxx Broker Contact Phone: 200-000-0000 EXHIBIT B.2 Exchange Procedures

Appears in 1 contract

Samples: Exchange Agreement (Esperion Therapeutics, Inc.)

Section and Other Headings. The section and other headings contained in Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. HCI Group Inc. By Very truly yours,LIGHTNING EMOTORS, INC. By: /s/ Xxxxx Xxxxxxxx Name: Pxxxxx Xxxxx Xxxxxxxx Title: Chief Executive Financial Officer Please confirm that the foregoing correctly sets forth the agreement between the Company and the Investor by signing in the space provided below for that purpose. AGREED AND ACCEPTED: Investor: CITADEL EQUITY FUND LTD.[_____________], in its capacity as described in the first paragraph hereof By Name: Title: Authorized Signatory EXHIBIT A Exchanging Investor Information Exchanging Investor Aggregate Principal Amount of Exchanged Notes Citadel Equity Fund Ltd 46,997,000 Number of Shares of Common Stock issuable upon Exchange Signature Page to Exchange Agreement EXHIBIT B.1 Exchanging Investor: Citadel Equity Fund Ltd. ______________________________________________ Investor Address: 100 Xxxxx Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000 Telephone: 300-000-0000 Country of Residence: Cayman Islands Taxpayer Identification Number: 90-0000000 Details regarding any position, transaction, or agreement with Citadel are highly confidential, and may not be shared with unauthorized parties. Accordingly, communications between the issuer and a Prime Broker for Citadel cannot include details regarding Citadel positions or transactions that pertain to another Prime Broker. Barclays: 10,930,000 principal Account for Notes: DTC Participant Number: 229 DTC Participant Name: Barclays Capital Inc DTC Participant Phone Number: 200-000-0000 DTC Participant Contact Email: N/A – Citadel can coordinate email communication if necessary FFC Account #: N/A Account # at Bank/Broker: N/A Account for Shares (if different from Notes): DTC Participant Number: DTC Participant Name: DTC Participant Phone Number: DTC Participant Contact Email: FFC Account #: Account # at Bank/Broker: Wire instructionsExchanging Investor Address: Bank NameTelephone: The Bank Country of New York Mellon Bank Routing #Residence: 000000000 Account Taxpayer Identification Number: 8901328197 Account Name Barclays Bank PLC Prime Broker FFC Account Name: Citadel Equity Fund Ltd FFC Account Number: 20000000 Broker Contact Name: Rxxxxxx Xxxx Broker Contact Phone: 200EXHIBIT B.2 Exchange Procedures NOTICE TO INVESTOR These are the Exchange Procedures for the settlement of the exchange of 7.50% Convertible Senior Notes due 2024, CUSIP 53228R AA3 (the “Exchanged Notes”) of Lightning eMotors, Inc., a Delaware corporation (the “Company”), for the Shares to be issued as Exchange Consideration (as defined in and pursuant to the Exchange Agreement between you and the Company), which is expected to occur on or about November 21, 2022. To ensure timely settlement for the Exchange Consideration, please follow the instructions as set forth below. These instructions supersede any prior instructions you received. Your failure to comply with these instructions may delay your receipt of the Exchange Consideration. If you have any questions, please contact Xxxxx Xxx of Xxxxxxxxxxx & Co. LLC at 000-000-0000 BNP Paribas: 12,544,000 principal Account for 0000. To deliver Exchanged Notes: You must direct the eligible DTC Participant Number: 2147 DTC Participant Name: BNP Paribasparticipant through which you hold a beneficial interest in the Exchanged Notes on November 21, 2022, no later than 9:00 a.m., New York Branch City time, to perform a free delivery through DTC Participant Phone Numberfor the aggregate principal amount of Exchanged Notes set forth on Exhibit A of the Agreement to be exchanged for Shares. To receive Exchange Consideration: 300-000-0000 You must direct the eligible DTC Participant Contact Email: N/participant on November 21, 2022, no later than 9:00 a.m., New York City time, to perform a free delivery through DTC for the aggregate principal amount of Exchanged Notes set forth on Exhibit A – Citadel can coordinate email communication if necessary FFC Account #: N/A Account # at Bank/Broker: N/A Account of the Agreement to be exchanged for Shares (if different from Notes): DTC Participant Number: DTC Participant Name: DTC Participant Phone Number: DTC Participant Contact Email: FFC Account #: Account # at Bank/Broker: Wire Instructions: Bank Name: BNP Paribas, NA Bank Routing #: 026 007 689 Account Number: 61661700177 Account Name BNP Paribas Prime Brokerage, Inc. FFC Account Name: Citadel Equity Fund Ltd FFC Account Number: 3000000000 Broker Contact Name Bxxx Xxxxxxx Broker Contact Phone: 300-000-0000 UBS: 11,786,000 principal Account Shares. Continental Stock Transfer & Trust Company is the Transfer Agent and Registrar for Notes: DTC Participant Number: 642 DTC Participant Name: UBS Securities LLC DTC Participant Phone Number: 200-000-0000 DTC Participant Contact Email: N/A – Citadel can coordinate email communication if necessary FFC Account #: N/A Account # at Bank/Broker: N/A Account for Shares (if different from Notes): DTC Participant Number: DTC Participant Name: DTC Participant Phone Number: DTC Participant Contact Email: FFC Account #: Account # at Bank/Broker: Wire Instructions: Bank Name: UBS AG, STAMFORD Bank Routing #: 026 007 993 Account Number: 101-WA-797414-000 Account Name: UBS Securities LLC FFC Account Name: Citadel Equity Fund Ltd FFC Account Number: 70000000 Broker Contact Name: Mxxxxxx Xxxxxxx Broker Contact Phone: 200-000-0000 Wxxxx Fargo: 11,737,000 principal Account for Notes: DTC Participant Number: 2072 DTC Participant Name: Wxxxx Fargo Bank, N.A. DTC Participant Phone Number: 200-000-0000 DTC Participant Contact Email: N/A – Citadel can coordinate email communication if necessary FFC Account #: N/A Account # at Bank/Broker: N/A Account for Shares (if different from Notes): DTC Participant Number: DTC Participant Name: DTC Participant Phone Number: DTC Participant Contact Email: FFC Account #: Account # at Bank/Broker: Wire Instructions: Bank Name: Wxxxx Fargo Bank, N.A Bank Routing #: 100000000 Account Number: 4087268249 Account Name: Wxxxx Fargo Bank, N.A. FFC Account Name: Citadel Equity Fund Ltd FFC Account Number: 2RU00069 Broker Contact Name: DX Xxxxxxx Broker Contact Phone: 200-000-0000 Exchange Proceduresthe Common Stock.

Appears in 1 contract

Samples: Exchange Agreement (Lightning eMotors, Inc.)

Section and Other Headings. The section and other headings contained in Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. HCI Group Inc. Very truly yours, SAREPTA THERAPEUTICS, INC. By Name: Pxxxxx Xxxxx Xxx Xxxxxxx Title: Executive Vice President, Chief Executive Financial Officer Please confirm that the foregoing correctly sets forth the agreement between the Company and the Investor by signing in the space provided below for that purpose. AGREED AND ACCEPTED: Investor: CITADEL EQUITY FUND LTD.[_____________], in its capacity as described in the first paragraph hereof By Name: Title: Authorized Signatory EXHIBIT A Exchanging Investor Information Exchanging Investor Aggregate Principal Amount of Exchanged Notes Citadel Equity Fund Ltd 46,997,000 EXHIBIT B.1 Exchanging Investor: Citadel Equity Fund Ltd. ______________________________________________ Investor Address: 100 Xxxxx Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000 Telephone: 300-000-0000 Country of Residence: Cayman Islands Taxpayer Identification Number: 90-0000000 Details regarding any position, transaction, or agreement with Citadel are highly confidential, and may not be shared with unauthorized parties. Accordingly, communications between the issuer and a Prime Broker for Citadel cannot include details regarding Citadel positions or transactions that pertain to another Prime Broker. Barclays: 10,930,000 principal Account for Notes: DTC Participant Number: 229 DTC Participant Name: Barclays Capital Inc DTC Participant Phone Number: 200-000-0000 DTC Participant Contact Email: N/A – Citadel can coordinate email communication if necessary FFC Account #: N/A Account # at Bank/Broker: N/A Account for Shares (if different from Notes): DTC Participant Number: DTC Participant Name: DTC Participant Phone Number: DTC Participant Contact Email: FFC Account #: Account # at Bank/Broker: Wire instructionsExchanging Investor Address: Bank NameTelephone: The Bank Country of New York Mellon Bank Routing #Residence: 000000000 Account Taxpayer Identification Number: 8901328197 Account Name Barclays Bank PLC Prime Broker FFC Account Name: Citadel Equity Fund Ltd FFC Account Number: 20000000 Broker Contact Name: Rxxxxxx EXHIBIT B.2 Exchange Procedures NOTICE TO INVESTOR These are the Exchange Procedures for the settlement of the exchange of 1.50% Convertible Senior Notes due 2024, CUSIP 803607 AB6 (the “Exchanged Notes”) of, a Delaware corporation (the “Company”), for the Shares to be issued as Exchange Consideration (as defined in and pursuant to the Agreement between you and the Company), which is expected to occur on or about March 7, 2023. To ensure timely settlement for the Exchange Consideration, please follow the instructions as set forth below. These instructions supersede any prior instructions you received. Your failure to comply with these instructions may delay your receipt of the Exchange Consideration. If you have any questions, please contact [***] of Xxxxxxx Xxxxx & Co. LLC at [***] or [***] of X. Xxxx Broker Contact Phone: 200-000-0000 BNP Paribas: 12,544,000 principal Account for Capital Advisors LLC at [***]. To deliver Exchanged Notes: DTC Participant Number: 2147 DTC Participant Name: BNP ParibasYou must post, on March 7, 2023, no later than 9:00 a.m., New York Branch City time, a withdrawal request for the Exchange Notes through the DTC Participant Phone Numbervia DWAC. It is important that this instruction be submitted and the DWAC posted on the Closing Date. To receive Exchange Consideration: 300You must direct your eligible DTC participant through which you wish to hold a beneficial interest in the Shares to be issued upon exchange to post on March 7, 2023, no later than 9:00 a.m., New York City time, a one-000-0000 sided deposit instruction through DTC Participant Contact Email: N/A – Citadel can coordinate email communication if necessary FFC Account #: N/A Account # at Bank/Broker: N/A Account via DWAC for the Shares (if different from deliverable in respect of the Exchanged Notes): DTC Participant Number: DTC Participant Name: DTC Participant Phone Number: DTC Participant Contact Email: FFC Account #: Account # at Bank/Broker: Wire Instructions: Bank Name: BNP Paribas, NA Bank Routing #: 026 007 689 Account Number: 61661700177 Account Name BNP Paribas Prime Brokerage, Inc. FFC Account Name: Citadel Equity Fund Ltd FFC Account Number: 3000000000 Broker Contact Name Bxxx Xxxxxxx Broker Contact Phone: 300-000-0000 UBS: 11,786,000 principal Account for Notes: DTC Participant Number: 642 DTC Participant Name: UBS Securities LLC DTC Participant Phone Number: 200-000-0000 DTC Participant Contact Email: N/A – Citadel can coordinate email communication if necessary FFC Account #: N/A Account # at Bank/Broker: N/A Account for Shares (if different from Notes): DTC Participant Number: DTC Participant Name: DTC Participant Phone Number: DTC Participant Contact Email: FFC Account #: Account # at Bank/Broker: Wire Instructions: Bank Name: UBS AG, STAMFORD Bank Routing #: 026 007 993 Account Number: 101-WA-797414-000 Account Name: UBS Securities LLC FFC Account Name: Citadel Equity Fund Ltd FFC Account Number: 70000000 Broker Contact Name: Mxxxxxx Xxxxxxx Broker Contact Phone: 200-000-0000 Wxxxx Fargo: 11,737,000 principal Account for Notes: DTC Participant Number: 2072 DTC Participant Name: Wxxxx Fargo Bank. It is important that this instruction be submitted and the DWAC posted on the Closing Date. Computershare Trust Company, N.A. DTC Participant Phone Number: 200-000-0000 DTC Participant Contact Email: N/A – Citadel can coordinate email communication if necessary FFC Account #: N/A Account # at Bank/Broker: N/A Account is the Transfer Agent and Registrar for Shares (if different from Notes): DTC Participant Number: DTC Participant Name: DTC Participant Phone Number: DTC Participant Contact Email: FFC Account #: Account # at Bank/Broker: Wire Instructions: Bank Name: Wxxxx Fargo Bank, N.A Bank Routing #: 100000000 Account Number: 4087268249 Account Name: Wxxxx Fargo Bank, N.A. FFC Account Name: Citadel Equity Fund Ltd FFC Account Number: 2RU00069 Broker Contact Name: DX Xxxxxxx Broker Contact Phone: 200-000-0000 Exchange Proceduresthe Common Stock.

Appears in 1 contract

Samples: Exchange Agreement (Sarepta Therapeutics, Inc.)

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