Surrender to Financial Institution in Lieu of Exchange Sample Clauses

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. (b) If the designated financial institution accepts any such Notes for a Financial Institution Surrender, it will pay or deliver, as the case may be, the Exchange Consideration to the Exchange Agent, and the Exchange Agent will pay or deliver such Exchange Consideration to such exchanging Holder on the third Business Day immediately following the relevant Exchange Date. Any Notes exchanged by the designated financial institution will remain outstanding. If the designated financial institution agrees to accept any Notes for a Financial Institution Surrender but does not timely pay or deliver the related Exchange Consideration, or if such designated financial institution does not accept the Notes for a Financial Institution Surrender, the Issuer shall exchange the Notes and pay or deliver, as the case may be, the Exchange Consideration on the third Business Day immediately following the relevant Exchange Date as described above in Section 10.02. The Issuer’s designation of a financial institution to which the Notes may be submitted for a Financial Institution Surrender does not require such institution to accept any Notes.
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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. 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.

  • 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.

  • Eligible Institution An institution having (i) the highest short-term debt rating, and one of the two highest long-term debt ratings of the Rating Agency; or (ii) with respect to any Custodial Account, an unsecured long-term debt rating of at least one of the two highest unsecured long-term debt ratings of the Rating Agencies.

  • Non-Receipt of Funds by Administrative Agent Unless the Borrower or a Lender, as the case may be, notifies Administrative Agent prior to the date on which it is scheduled to make payment to Administrative Agent of (i) in the case of a Lender, a Borrowing, or (ii) in the case of the Borrower, a payment of principal, interest or fees to the Administrative Agent for the account of the Lenders, that it does not intend to make such payment, Administrative Agent may assume that such payment has been made. Administrative Agent may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption. If such Lender or the Borrower, as the case may be, has not in fact made such payment to Administrative Agent, the recipient of such payment shall, promptly after demand by Administrative Agent, repay to Administrative Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by Administrative Agent until the date Administrative Agent recovers such amount at a rate per annum equal to (i) in the case of payment by a Lender, the Federal Funds Effective Rate (as determined by Administrative Agent) or (ii) in the case of payment by the Borrower, the interest rate applicable to Adjusted Base Rate Borrowings. If the Borrower and any Lender shall each pay any such amount made available by the Administrative Agent on behalf of such Lender for the same or overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount paid by the Borrower for such period. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make available the proceeds of a Loan to be made by such Lender.

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