Surrender to Financial Institution in Lieu of Exchange Sample Clauses

Surrender to Financial Institution in Lieu of Exchange. When a Holder surrenders Notes for exchange, the Issuer may direct the Exchange Agent to surrender, on or prior to the commencement of the Applicable Exchange Period, such Notes to a financial institution designated by the Issuer for transfer in lieu of exchange. In order to accept any Notes surrendered for exchange, the designated financial institution must agree to deliver, in exchange for such Notes, all cash or a combination of cash and shares of Common Stock equal to the consideration due upon exchange, as determined under Section 13.10(b). By the close of business on the Trading Day immediately preceding the start of the Applicable Exchange Period, the Issuer will notify the Holder surrendering Notes for exchange that the Issuer has directed the designated financial institution to accept the Notes in lieu of exchange and such financial institution will be required to notify the Exchange Agent whether it will deliver, upon exchange, shares of Common Stock, cash or a specified combination thereof. If the designated financial institution accepts any such Notes, it will deliver the appropriate number of shares of Common Stock or cash, or any combination thereof, to the Exchange Agent and the Exchange Agent will deliver those shares of Common Stock or cash, or combination thereof, as the case may be, to the Holder. Any Notes accepted by the designated financial institution will remain outstanding. If the designated financial institution agrees to accept any Notes but does not timely deliver the related consideration, or if such designated financial institution does not accept the Notes, the Issuer will, as promptly as practical thereafter, but not later than the third Business Day following determination of the Exchange Value, exchange the Notes for cash and shares, if any, of Common Stock, as described in Section 13.10. The Issuer’s designation of a financial institution to which the Notes may be surrendered in lieu of exchange does not require the financial institution to accept any Notes. The Issuer will not pay any consideration to, or otherwise enter into any agreement with, the designated financial institution for or with respect to such designation.
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Surrender to Financial Institution in Lieu of Exchange. Notwithstanding the provisions described above in this Section 7.03, in satisfaction of the Exchange Obligation, the Issuer may, at its election (a “Financial Institution Surrender Election”), direct the Exchange Agent to surrender, on or prior to the second Business Day following the Exchange Date, such Notes to a financial institution designated by the Issuer (a “Financial Institution Surrender”) in lieu of exchange. In order to accept any Notes surrendered for a Financial Institution Surrender, the designated financial institution(s) must agree to timely deliver, in exchange for such Notes, the cash, Ordinary Shares or combination of cash and Ordinary Shares, at the Issuer’s election, equal to the consideration due upon exchange (the “Exchange Consideration”) pursuant to this Section 7.03, as is designated to the Exchange Agent in writing by the Issuer. If the Issuer makes a Financial Institution Surrender Election, by the Close of Business on the second Business Day following the relevant surrender date, the Issuer shall (i) notify, in the manner provided in this Section 7.03, the Holder surrendering its Notes for exchange, the Exchange Agent (if other than the Trustee) and the Trustee, that the Issuer has made the Financial Institution Surrender Election and (ii) notify the designated financial institution of the relevant deadline for delivery of the Exchange Consideration. If the designated financial institution accepts any such Notes, they shall deliver the Exchange Consideration in accordance with this Section 7.03. Any Notes exchanged by the designated financial institution shall remain outstanding. If the designated financial institution agrees to accept any Notes for surrender but does not timely deliver the related Exchange Consideration, or if such designated financial institution does not accept the Notes for a Financial Institution Surrender, the Issuer shall deliver the relevant Exchange Consideration as if the Issuer had not made a Financial
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Surrender to Financial Institution in Lieu of Exchange. (a) When a Holder surrenders Notes for exchange and the Exchange Date for such Notes occurs prior to December 15, 2023, the Issuer may, at its election (a “Financial Institution Surrender Election”), direct the Exchange Agent in writing to surrender, on or prior to the second Business Day immediately following the relevant Exchange Date, such Notes to a financial institution designated by the Issuer (a “Financial Institution Surrender”) in lieu of exchange. In order to accept any Notes surrendered for a Financial Institution Surrender, the designated financial institution must agree to timely pay or deliver, as the case may be, in exchange for such Notes, all of the cash, Common Shares or a combination thereof otherwise due upon exchange, all as provided above in Section 10.02 (the “Exchange Consideration”). If the Issuer makes a Financial Institution Surrender Election, the Issuer shall, by the close of business on the second Business Day immediately following the relevant Exchange Date, notify the Holder surrendering its Notes for exchange that the Issuer has made such Financial Institution Surrender Election, and the Issuer shall notify the designated financial institution of the Settlement Method it has elected with respect to such exchange and the relevant deadline for payment or delivery of the relevant Exchange Consideration.
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Surrender to Financial Institution in Lieu of Exchange. Notwithstanding the provisions described above in this Section 7.03, in satisfaction of the Exchange Obligation, the Issuer may, at its election (a “Financial Institution Surrender Election”), direct the Exchange Agent to surrender, on or prior to the Trading Day following the Exchange Date, such Notes to one or more financial institutions designated by the Issuer (a “Financial Institution Surrender”) in lieu of exchange. In order to accept any Notes surrendered for a Financial Institution Surrender, the designated financial institution(s) must agree to timely deliver, in exchange for such Notes, the cash, Ordinary Shares or combination of cash and Ordinary Shares, at the Issuer’s election, equal to the consideration due upon exchange (the “Exchange Consideration”) pursuant to this Section 7.03, as is designated to the Exchange Agent in writing by the Issuer. If the Issuer makes a Financial Institution Surrender Election, by the Close of Business on the Trading Day following the relevant surrender date, the Issuer shall (i) notify, in the manner provided in this Section 7.03, the Holder surrendering its Notes for exchange, the Exchange Agent (if other than the Trustee) and the Trustee, that the Issuer has made the Financial Institution Surrender Election and (ii)
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Related to Surrender to Financial Institution in Lieu of Exchange

  • Location of Financial Institution Regardless of any provision in any other agreement, for purposes of the UCC, New York will be the location of the bank for purposes of Sections 9-301, 9-304 and 9-305 of the UCC and the securities intermediary for purposes of Sections 9-301 and 9-305 and Section 8-110 of the UCC.

  • Affected Financial Institution No Loan Party is an Affected Financial Institution.

  • EEA Financial Institution No Loan Party is an EEA Financial Institution.

  • Affected Financial Institutions No Loan Party is an Affected Financial Institution.

  • EEA Financial Institutions No Loan Party is an EEA Financial Institution.

  • Financial Institution Funding The aggregate Capital associated with the Purchases by the Financial Institutions shall accrue Financial Institution Yield for each day during its Rate Tranche Period at either the LIBO Rate or the Alternate Base Rate in accordance with the terms and conditions hereof. Until Seller gives notice to Agent and the applicable Purchaser Agent(s) of another Discount Rate in accordance with Section 4.4, the initial Discount Rate for any portion of the Asset Portfolio transferred to the Financial Institutions pursuant to the terms and conditions hereof shall be the Alternate Base Rate. If any pro rata portion of the Asset Portfolio of any Conduit is assigned or transferred to, or funded by, any Funding Source of such Conduit pursuant to any Funding Agreement or to or by any other Person, each such portion of the Asset Portfolio so assigned, transferred or funded shall each be deemed to have a new Rate Tranche Period commencing on the date of any such assignment, transfer or funding, and shall accrue yield for each day during its Rate Tranche Period at either the LIBO Rate or the Alternate Base Rate in accordance with the terms and conditions hereof as if each such portion of the Asset Portfolio was held by a Financial Institution. With respect to each such portion of the Asset Portfolio, the assignee or transferee thereof, or the lender with respect thereto, shall be deemed to be a Financial Institution in the applicable Conduit’s Purchaser Group solely for the purposes of Sections 4.1, 4.2, 4.4 and 4.5 hereof.

  • Termination and Replacement of Financial Institution The Financial Institution may terminate its rights and obligations under this Agreement if the Secured Party resigns or is removed as Indenture Trustee under the Indenture. The Grantor may terminate the rights and obligations of the Financial Institution if the Financial Institution ceases to be a Qualified Institution. No termination of the Financial Institution will be effective until new Collateral Accounts are established with, and the cash and other financial assets credited to the Collateral Accounts are transferred to, another securities intermediary who has agreed to accept the obligations of the Financial Institution under this Agreement or a similar agreement.

  • Reliance by Financial Institution The Financial Institution is not obligated to investigate or inquire whether the Secured Party may deliver a Secured Party Order. The Financial Institution may rely on communications (including Secured Party Orders) believed by it in good faith to be genuine and given by the proper party.

  • Financial Institution The Financial Institution will not be liable under this Agreement, except for (i) its own willful misconduct, bad faith or negligence or (ii) breach of its representations and warranties in this Agreement. The Financial Institution will not be liable for special, indirect or consequential losses or damages (including lost profit), even if the Financial Institution has been advised of the likelihood of the loss or damage and regardless of the form of action.

  • Financial Institutions Notwithstanding this Article 3, any party may provide Confidential Information to any financial institution in connection with borrowings from such financial institution by such party or any of its Controlled Related Parties, so long as prior to any such disclosure such financial institution executes a confidentiality agreement that provides protection substantially equivalent to the protection provided the parties in this Article 3.

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