Settlement Upon Exchange. (a) Upon exchange of any Exchangeable Debentures, subject to Sections 6.01, 6.02 and this Section 6.10, the Company shall satisfy its obligation upon exchange (the “Exchange Obligation”) by payment and delivery of cash and, if applicable as provided herein, shares of Host REIT Common Stock for each $1,000 aggregate principal amount of Exchangeable Debentures tendered for exchange in accordance with their terms.
(b) Upon exchange of Exchangeable Debentures, the Company will deliver, in respect of each $1,000 principal amount of Exchangeable Debentures tendered for exchange in accordance with their terms:
(i) cash in an amount (the “Principal Return”) equal to the lesser of (A) the aggregate principal amount of the Exchangeable Debentures to be exchanged and (B) the aggregate Exchange Value of the Exchangeable Debentures to be exchanged;
(ii) if the Exchange Value is greater than the Principal Return, an amount (the “Net Amount”), at the election of the Company, in cash (the “Net Cash Amount”), shares of Host REIT Common Stock (the “Net Shares”) determined pursuant to Section 6.10(c), or a combination of cash and shares of Host REIT Common Stock with an aggregate value equal to the difference between the Exchange Value and the Principal Return; and
(iii) an amount in cash in lieu of any fractional shares of Host REIT Common Stock deliverable in connection with payment of the Net Shares based upon the Average Price.
(c) The Net Shares to be delivered pursuant to Section 6.10(b) will be equal to the sum of the Daily Share Amounts for each Trading Day during the Applicable Exchange Period as to which the Company has elected to deliver shares.
(d) The Exchange Value, Principal Return, Net Amount, Net Cash Amount and the number of Net Shares, as applicable, will be determined by the Issuer promptly after the end of the Applicable Exchange Period (the “Determination Date”).
(e) Payment of the Principal Return and cash in lieu of fractional shares, and delivery of the Net Shares or payment of the Net Cash Amount, as applicable, shall be made by the Company as promptly as practicable following the Determination Date, but in no event later than five Business Days thereafter (the “Exchange Settlement Date”) to the Holder of an Exchangeable Debenture surrendered for exchange, or such Holder’s nominee or nominees, and issue, or cause to be issued, and deliver to the Exchange Agent or to such Holder, or such Holder’s nominees, certificates or a book-entry transfer throug...
Settlement Upon Exchange. (a) In the event that the Issuer has not made a Physical Settlement Election (and, in the event that the Issuer has made a Physical Settlement Election, with respect to any exchange of Notes for which the Exchange Date falls prior to a Physical Settlement Election Date), the Issuer shall, subject to this Article 13, satisfy its obligation upon exchange (the “Exchange Obligation”) by delivering to exchanging Holders, in respect of each $1,000 principal amount of Notes being exchanged:
(i) cash and Common Stock, if any, equal to the sum of the Daily Settlement Amounts for each of the 30 Exchange Settlement Trading Days during the Observation Period; and
(ii) cash in lieu of any fractional shares of Common Stock as provided in Section 13.04.
(b) In the event that the Issuer makes a Physical Settlement Election, then, with respect to any exchange of Notes for which the Exchange Date falls on or after the Physical Settlement Election Date, the Issuer shall, subject to the provisions of this Article 13, satisfy its Exchange Obligation by delivering to exchanging Holders, in respect of each $1,000 principal amount of Notes being exchanged:
(i) a number of shares of Common Stock equal to the applicable Exchange Rate; and
(ii) cash in lieu of any fractional shares of Common Stock as provided in Section 13.04.
(c) The Issuer shall deliver the cash and/or shares of Common Stock deliverable to exchanging Holders pursuant to this Section 13.11 no later than the third Business Day immediately following (i) the last day of the Observation Period, in the case of settlement pursuant to Section 13.11(a) above or (ii) the applicable Exchange Date, in the case of settlement pursuant to Section 13.11(b) above; provided, however, that with respect to settlement pursuant to Section 13.11(b) above for which the Exchange Date is on or after August 15, 2014, the Issuer shall deliver shares of Common Stock on the Maturity Date.
(d) Whenever any provision of this Indenture requires the Issuer to calculate Closing Sale Prices or the Daily VWAP over a span of multiple days, the Issuer shall make appropriate adjustments to account for any adjustment to the Exchange Rate that becomes effective, or any event requiring an adjustment to the Exchange Rate where the Ex-Dividend Date of the event occurs, at any time during the period over which such prices are to be calculated.
Settlement Upon Exchange. (a) Upon exchange of any Securities, subject to Sections 4.01, 4.02 and this Section 4.11, the Issuer shall satisfy its obligation upon exchange (the “Exchange Obligation”) by payment and delivery on or prior to the third Trading Day immediately following the last day of the Applicable Exchange Measurement Period, at the Issuer’s option, of cash, shares of Common Stock or a combination of cash and shares of Common Stock for each $1,000 aggregate principal amount of Securities tendered for exchange in accordance with their terms, as follows:
Settlement Upon Exchange. (a) The Issuers shall settle each exchange of Notes by delivering a number of shares of Common Stock equal to the then applicable Exchange Rate, and paying to the converting Holder any accrued and unpaid interest to the date of settlement. 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.
(b) Notwithstanding anything to the contrary herein, with respect to any Note (or portion thereof) held, beneficially or of record, by Sprint or its Affiliates or any Member (as defined in the Operating Agreement) or its Affiliates, upon exchange of such Note, Sprint or such Affiliates shall, at their election, by notice delivered to the Issuers concurrently with the Notice of Exchange, receive in lieu of Common Stock issuable upon exchange, such number of shares of Class B Common Stock and Class B Common Units which, upon exchange thereof pursuant to the Operating Agreement, Equityholders’ Agreement, Clearwire’s Amended and Restated Certificate of Incorporation and the Stock Delivery Agreement shall entitle Sprint or such Affiliates to receive such number of shares of Common Stock equal to the Conversion Rate on the Conversion Date.
(c) Following the Effectiveness Deadline (as defined in the Registration Rights Agreement), if the 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 delivered to the Holder are not otherwise 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”). Any Additional Settlement Consideration will be delivered at the time of the delivery of Common Stock that would otherwise have been due upon exchange. Notwithstanding the foregoing, no such Additional Settlement Consideration shall be delivered with respect to any Exchange Shares if the reason such shares are not covered by a resale registration statement is due either to the Holder’s failure to comply with the delivery of information or other requirements contained in the Registration Rights Agreement or, if the H...
Settlement Upon Exchange. (a) Except to the extent otherwise provided in Sections 7.05(h), 7.06(f) and 7.07 hereof, if a Holder exchanges a Note (or in the event that the Issuer exercises an Issuer’s Exchange Option), a cash amount, calculated in accordance with Section 7.03(a)(i) below, (the “Liquidated Sum”), shall be payable by the Issuer to the Holder, and the Issuer will satisfy its obligation in respect of the Liquidated Sum by delivering ADSs, together with cash in lieu of any fractional ADS (the obligation to effect such delivery and payment, the “Exchange Obligation”) as follows:
(i) the Issuer will deliver to the Holder of such Note a number of ADSs equal to the product of (A)(x) the aggregate principal amount of such Note that is being exchanged, divided by (y) $1,000 and (B) the Exchange Rate in effect on the applicable Exchange Date; provided, however, that the Issuer will pay an amount of cash in lieu of any fractional ADS determined in accordance with Section 7.03(a)(ii) hereof. The Issuer will deliver such ADSs, and pay any amount of cash in lieu of any fractional ADS, on the third Business Day immediately following the applicable Exchange Date.
Settlement Upon Exchange. (a) Upon exchange of any Notes, subject to Sections 15.01, 15.02 and this Section 15.10, the Issuer shall satisfy its obligation upon exchange (the “Exchange Obligation”) by delivery of the shares (and, if applicable, payment of the cash) described under Section 15.10(b) below.
(b) Upon exchange of Notes, the Issuer shall deliver, in respect of each $1,000 principal amount of Notes tendered for exchange in accordance with their terms:
(i) equal to (1) (i) the aggregate principal amount of Notes to be exchanged divided by (ii) $1,000, multiplied by (2) the applicable Exchange Rate on the date the exchanging Holder becomes a record owner of the Common Stock; and
(ii) an amount in cash in lieu of any fractional shares of Common Stock as provided in Section 15.03.
(c) Delivery of the shares of Common Stock (and, if applicable, payment of the cash) pursuant to Section 15.10(b) shall be made by the Issuer on the third Business Day immediately following the Exchange Date to the holder of a Note surrendered for exchange, or such holder’s nominee or nominees, and the Issuer shall deliver to the Exchange Agent or to such holder, or such holder’s nominee or nominees, certificates or a book-entry transfer through the Depositary for the number of full shares of Common Stock to which such holder shall be entitled as part of such Exchange Obligation.
(d) Upon exchange of Notes, the Holder must deliver to the Issuer cash equal to the amount the Issuer is required to deduct or withhold under applicable law in connection with such exchange; provided, however, that if the Holder does not deliver such cash, the Issuer may (or may instruct the Exchange Agent to) deduct and withhold from the consideration otherwise deliverable to such Holder the amount required to be deducted and withheld under applicable law.
Settlement Upon Exchange. Upon exchange of a note, the accreted principal amount of notes will convert into fully paid Preference Shares, with each Preference Share being issued and allotted at a price equal to the Paid-Up Value. All Preference Shares issued on conversion of the notes will (without any further action being required to be taken by exchanging holders of the notes) immediately and automatically be transferred on and as of the relevant exchange date from the relevant holder to NCL Holdings, and in consideration therefor we will cause NCL Holdings to either issue or transfer and deliver to such holder, for each $1,000 accreted principal amount of notes exchanged by such holder, a number of ordinary shares equal to the exchange rate, together with a cash payment in lieu of delivering any fractional ordinary share issuable upon exchange based on the last reported sale price of the ordinary shares on the relevant exchange date. We will cause to be delivered the ordinary shares due in respect of exchange on the second business day immediately following the relevant exchange date, unless such exchange date occurs following the regular record date immediately preceding the maturity date, in which case we will cause such delivery to be made on the maturity date. Each exchange will be deemed to have been effected as to any notes surrendered for exchange on the exchange date, and the person in whose name the ordinary shares shall be issuable upon such exchange will be caused to be treated as the holder of record of such shares as of the close of business on such exchange date. The “last reported sale price” of the ordinary shares on any date means the closing sale price per ordinary share (or if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices) on that date as reported in composite transactions for the principal U.S. national or regional securities exchange on which the ordinary shares are traded. If the ordinary shares are not listed for trading on a U.S. national or regional securities exchange on the relevant date, the “last reported sale price” will be the last quoted bid price for the ordinary shares in the over-the-counter market on the relevant date as reported by OTC Markets Group Inc. or a similar organization. If the ordinary shares are not so quoted, the “last reported sale price” will be the average of the mid-point of the last bid and ask prices for...
Settlement Upon Exchange. In the event that the Company receives a Holder’s notice of exchange upon satisfaction of one or more of the conditions to exchange described in this Section 12.01, the Company will notify the relevant Holders within two Scheduled Trading Days following the Exchange Date whether the Company will satisfy its obligation to exchange the Securities through delivery of (x) shares of Common Stock pursuant to clause (ii) below or (y) a combination of cash and shares of Common Stock pursuant to clause (i) below; provided, however, the Company may not elect to satisfy such obligation pursuant to clause (ii) below (A) on or after December 15, 2011, (B) in connection with any exchanges made pursuant to Section 12.01(a)(iii) or (C) if the Company has made the election to waive its right to do so pursuant to Section 12.01(e).
(i) If the Company chooses or has to satisfy its obligation to exchange the Securities (the ‘‘Exchange Obligation’’) by a combination of cash and shares of Common Stock, upon exchange the Company will, except as provided in Section 12.01(f), deliver to exchanging Holders, in respect of each $1,000 principal amount of Securities being exchanged, a “Settlement Amount” equal to the sum of the Daily Settlement Amounts for each of the 25 VWAP Trading Days during the Observation Period for such Security.
Settlement Upon Exchange. 48 Section 5.04. Reserve and Status of Common Stock Issued Upon Exchange. 50 Section 5.05. Adjustments to the Exchange Rate. 50 Section 5.06. Voluntary Adjustments. 60 Section 5.07. Adjustments to the Exchange Rate in Connection with a Make-Whole Fundamental Change. 61 Section 5.08. Transfer of Notes to Be Exchanged to a Third Party for Settlement. 62 Section 5.09. Effect of Common Stock Change Event. 63 Article 6. Successors 65 Section 6.01. When the Company May Merge, Etc. 65
Settlement Upon Exchange. In accordance with Section 14.07 of the Indenture, from and after the Final Effective Time, subject to any increase in the Exchange Rate pursuant to, and in accordance with, Sections 14.03 and 14.04 of the Indenture, each $1,000 principal amount of Notes shall be exchangeable solely into an amount in cash equal to $30.75 (the “Reference Property”, with each “unit of Reference Property” meaning the kind and amount of Reference Property that a holder of one Ordinary Share is entitled to receive) multiplied by the Exchange Rate, which is the amount of cash that Holders of the Notes would have been entitled to receive upon the consummation of the Mergers had each $1,000 principal amount of the Notes been exchanged into a number of Ordinary Shares equal to the Exchange Rate immediately prior to the Mergers (which amount, for the avoidance of doubt, does not take into account any tax withholding otherwise attributable thereto pursuant to the Merger Agreement). The procedures for settlement upon exchange set forth in the Indenture shall continue to apply mutatis mutandis to the Holders’ right to exchange the Notes into the Reference Property, and any reference in the Indenture to Holders’ right to exchange the Notes into any Settlement Amount shall be deemed to be a reference to Holders’ right to exchange the Notes into the Reference Property as set forth in this Supplemental Indenture.
