The First Exchange and the Optional Exchange(s). (a) Subject to the terms and conditions and in reliance upon the representations and warranties in this Agreement, at the First Exchange Closing (as defined below), (i) Sunoco shall transfer to the Investment Entity the number of shares of SunCoke Common Stock set forth opposite the Investment Entity’s name on Schedule I hereto (the “Firm Shares”), and the Investment Entity shall accept the Firm Shares, (ii) Sunoco shall pay to the Investment Entity an amount of cash set forth opposite the Investment Entity’s name on Schedule I hereto (the “Firm Cash”), and the Investment Entity shall accept the Firm Cash, and (iii) the Investment Entity shall transfer to Sunoco the debt obligations of Sunoco set forth opposite the Investment Entity’s name on Schedule II hereto (the “Firm Sunoco Debt”), and Sunoco shall accept the Firm Sunoco Debt (the transactions described in clauses (i), (ii) and (iii), collectively, the “First Exchange”). (b) The closing of the First Exchange (the “First Exchange Closing”) shall occur at the offices of Xxxxxxxx & Xxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 9:00 a.m., New York City time, on the fourth Business Day subsequent to the date of this Agreement (or at such other place or time as may be agreed upon by Sunoco and the Investment Entity), subject to satisfaction (or waiver) of the conditions set forth in Section 5 of this Agreement. At the First Exchange Closing, (i) Sunoco shall transfer the Firm Shares to the Investment Entity, and the Investment Entity shall accept the Firm Shares, through the facilities of The Depository Trust Company (“DTC”) or as otherwise agreed by Sunoco and the Investment Entity, (ii) Sunoco shall pay to the Investment Entity the Firm Cash set forth opposite the Investment Entity’s name on Schedule I hereto, and the Investment Entity shall accept the Firm Cash, through the account specified in Schedule I hereto or as otherwise agreed by Sunoco and the Investment Entity, and (iii) the Investment Entity shall transfer the Firm Sunoco Debt to Sunoco, and Sunoco shall accept the Firm Sunoco Debt, through the facilities of DTC or as otherwise agreed by the Investment Entity and Sunoco. (c) In addition, Sunoco agrees, at the option of the Underwriters, to exchange the total number of shares of SunCoke Common Stock set forth opposite the Investment Entity’s name on Schedule III hereto (the “Optional Shares,” together with the Firm Shares, the “Shares”) and the total amount of cash set forth opposite the Investment Entity’s name on Schedule III (the “Optional Cash”) in accordance with this paragraph (c) and paragraph (d) below. Upon written notice (an “Overallotment Exercise Notice”) from the Investment Entity given to Sunoco from time to time not more than 30 days subsequent to the date hereof, which notice shall state the principal amount of debt obligations of Sunoco to be exchanged (which may be all or less than all of the debt obligations of Sunoco set forth opposite the Investment Entity’s name on Schedule IV hereto (the total principal amount of all debt obligations of Sunoco set forth in Schedule IV hereto, the “Optional Sunoco Debt” and, together with the Firm Sunoco Debt, the “Sunoco Debt”)), subject to the terms and conditions and in reliance upon the representations and warranties in this Agreement at each Optional Closing Date (as defined below) (i) Sunoco shall transfer to the Investment Entity a number of Optional Shares (rounded down to the nearest whole share) equal to (x) the number of all Optional Shares set forth in Schedule III hereto multiplied by (y) a fraction (the “Optional Fraction”), the numerator of which is the principal amount of Optional Sunoco Debt specified in the Overallotment Exercise Notice to be exchanged by the Investment Entity and the denominator of which is the total principal amount of Optional Sunoco Debt, and the Investment Entity shall accept such Optional Shares, (ii) Sunoco shall pay to the Investment Entity an amount of cash (rounded to the nearest xxxxx) equal to (x) the amount of Optional Cash set forth opposite the Investment Entity’s name on Schedule III hereto multiplied by (y) the Optional Fraction (rounded to the nearest xxxxx), and the Investment Entity shall accept such Optional Cash, and (iii) the Investment Entity shall transfer to Sunoco the principal amount of Optional Sunoco Debt specified in the Overallotment Exercise Notice to be exchanged by the Investment Entity, and Sunoco shall accept such Optional Sunoco Debt (the transactions described in clauses (i), (ii) and (iii), collectively, the “Optional Exchange”). Notwithstanding the foregoing, the aggregate number of shares of SunCoke Common Stock to be included in any one or more Optional Exchanges shall in no event exceed the total number of Optional Shares set forth in Schedule III hereto, the aggregate amount of cash to be included in one or more Optional Exchanges shall in no event exceed the total amount of Optional Cash set forth in Schedule III hereto and the total amount of Optional Sunoco Debt to be exchanged in any one or more Optional Exchanges shall in no event exceed the total Optional Sunoco Debt amount set forth on Schedule IV hereto. (d) Each time for the exchange of Optional Shares and Optional Cash for Optional Sunoco Debt as contemplated by paragraph (c) above, being herein referred to as an “Optional Closing Date”, which may be the First Exchange Closing Date (the First Exchange Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be the fourth full Business Days after an Overallotment Exercise Notice is given. At any Optional Exchange Closing (as defined below), (i) Sunoco shall transfer the applicable Optional Shares to the Investment Entity, and the Investment Entity shall accept such Optional Shares, through the facilities of DTC or as otherwise agreed by Sunoco and the Investment Entity, (ii) Sunoco shall transfer the applicable Optional Cash to the Investment Entity, and the Investment Entity shall accept such Optional Cash, through and the account specified in Schedule III hereto or as otherwise agreed by Sunoco and the Investment Entity, and (iii) the Investment Entity shall transfer the applicable Optional Sunoco Debt to Sunoco, and Sunoco shall accept such Optional Sunoco Debt, through the facilities of DTC or as otherwise agreed by the Investment Entity and Sunoco. The closing of an Optional Exchange is herein referred to as an “Optional Exchange Closing.”
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Samples: Exchange Agreement (SunCoke Energy, Inc.), Exchange Agreement (SunCoke Energy, Inc.)
The First Exchange and the Optional Exchange(s). (a) Subject to the terms and conditions and in reliance upon the representations and warranties in this Agreement, at the First Exchange Closing (as defined below)Closing, (i) Sunoco Pfizer shall transfer to the each Investment Entity the number of shares of SunCoke Class A Common Stock set forth opposite the Investment Entity’s name on Schedule I hereto (the “Firm Shares”), and the Investment Entity shall accept the Firm Shares, (ii) Sunoco shall pay to the Investment Entity an amount of cash set forth opposite the Investment Entity’s name on Schedule I hereto (the “Firm Cash”), and the Investment Entity shall accept the Firm Cash, and (iii) the Investment Entity shall transfer to Sunoco the debt obligations of Sunoco set forth opposite the each Investment Entity’s name on Schedule II hereto (collectively, the “Firm Sunoco DebtShares”), and Sunoco each Investment Entity shall accept such Firm Shares, and, in exchange, (ii) each Investment Entity shall transfer to Pfizer the principal amount of Pfizer Obligations set forth opposite each Investment Entity’s name on Schedule III hereto (collectively, the “Firm Sunoco Debt Pfizer Obligations”), and Pfizer shall accept and retire such Firm Pfizer Obligations (the transactions described in clauses (i), (ii) and (iiiii), collectively, the “First Exchange”).
(b) The closing of the First Exchange (the “First Exchange Closing”) shall occur at the offices of Xxxxx Xxxx & Xxxxxxxx & Xxxxx LLP, 000 Xxxxxxxxx Xxxxxx450 Lexington Avenue, Xxx XxxxNew York, Xxx XxxxNew York, at immediately prior to 9:00 a.m., New York City time, on the fourth Business Day subsequent “Closing Date” as defined in and pursuant to the date of this Underwriting Agreement (or at such other place or time as may be agreed upon by Sunoco Pfizer and the Investment EntityEntities), subject to satisfaction (or waiver) of the conditions set forth in Section 5 6 of this Agreement. At the First Exchange Closing, (i) Sunoco Pfizer shall transfer to each Investment Entity the specified number of Firm Shares to the Investment Entityset forth on Schedule II hereto, and the each Investment Entity shall accept the Firm Shares, in certificated form or as otherwise agreed by Pfizer and such Investment Entities and (ii) each Investment Entity shall transfer to Pfizer the specified principal amount of Firm Pfizer Obligations set forth on Schedule III hereto, and Pfizer shall accept and retire such Firm Pfizer Obligations, through the facilities of The Depository Trust Company (“DTC”) or as otherwise agreed by Sunoco such Investment Entities and the Investment Entity, (ii) Sunoco shall pay to the Investment Entity the Firm Cash set forth opposite the Investment Entity’s name on Schedule I hereto, and the Investment Entity shall accept the Firm Cash, through the account specified in Schedule I hereto or as otherwise agreed by Sunoco and the Investment Entity, and (iii) the Investment Entity shall transfer the Firm Sunoco Debt to Sunoco, and Sunoco shall accept the Firm Sunoco Debt, through the facilities of DTC or as otherwise agreed by the Investment Entity and SunocoPfizer.
(c) In addition, Sunoco Pfizer agrees, at the option of the UnderwritersInvestment Entities, to exchange up to the total number of shares of SunCoke Class A Common Stock set forth opposite the each Investment Entity’s name on Schedule III IV hereto (collectively, the “Optional Shares,” and, together with the Firm Shares, the “Shares”) and the total amount of cash set forth opposite the Investment Entity’s name on Schedule III (the “Optional Cash”) in accordance with this paragraph (c) and paragraph (d) below. Upon written notice (an “Overallotment Exercise Notice”) from the Investment Entity Entities given to Sunoco Pfizer from time to time not more than 30 days subsequent to on or before the thirtieth day following the date hereof, each which notice shall state the principal amount number of debt obligations of Sunoco Optional Shares to be exchanged by each Investment Entity (which may be all or less than all of the debt obligations number of Sunoco Optional Shares set forth opposite the each Investment Entity’s name on Schedule IV hereto (the total principal amount of all debt obligations of Sunoco set forth in Schedule IV hereto, the “Optional Sunoco Debt” and, together with the Firm Sunoco Debt, the “Sunoco Debt”)), subject to the terms and conditions and in reliance upon the representations and warranties in this Agreement at each Optional Closing Date (as defined below) (i) Sunoco Pfizer shall transfer to the each Investment Entity a the number of Optional Shares set forth in the Exercise Notice, and each Investment Entity shall accept such Optional Shares and, in exchange, (ii) each Investment Entity shall transfer to Pfizer a principal amount of Optional Pfizer Obligations (as defined below) (rounded down to the nearest whole share$1,000) equal to (x) the number of all Optional Shares set forth in Schedule III hereto multiplied by (y) a fraction (the “Optional Fraction”), the numerator of which is the principal amount of Optional Sunoco Debt specified in the Overallotment Exercise Notice to be exchanged by the such Investment Entity and as specified in the denominator of which is the total principal amount of Optional Sunoco Debt, and the Investment Entity shall accept such Optional Shares, (ii) Sunoco shall pay to the Investment Entity an amount of cash (rounded to the nearest xxxxx) equal to (x) the amount of Optional Cash set forth opposite the Investment Entity’s name on Schedule III hereto Exercise Notice multiplied by (y) the dollar value set forth on Schedule VI applicable to such Optional Fraction Closing Date (rounded to the nearest xxxxxas defined below), and the Pfizer shall accept and retire such Optional Pfizer Obligations from each Investment Entity shall accept such Optional Cash, and (iii) the Investment Entity shall transfer to Sunoco the principal amount of Optional Sunoco Debt specified in the Overallotment Exercise Notice to be exchanged by the Investment Entity, and Sunoco shall accept such Optional Sunoco Debt (the transactions described in clauses (i), (ii) and (iiiii), collectively, the an “Optional Exchange”). Notwithstanding the foregoing, the aggregate number of shares of SunCoke Class A Common Stock to be included in any one or more all Optional Exchanges shall in no event exceed the total number of Optional Shares set forth in on Schedule III hereto, IV hereto and the aggregate amount of cash to be included in one or more Optional Exchanges shall in no event exceed the total principal amount of Optional Cash set forth in Schedule III hereto and the total amount of Optional Sunoco Debt Pfizer Obligations to be exchanged in any one or more all Optional Exchanges shall in no event exceed the total Optional Sunoco Debt Pfizer Obligations amount set forth on Schedule IV heretoV hereto (such total amount set forth on Schedule V, the “Optional Pfizer Obligations”).
(d) Each time for the exchange of Optional Shares and Optional Cash for Optional Sunoco Debt Pfizer Obligations as contemplated by paragraph (c) above, being is herein referred to as an “Optional Closing Date”, ,” which may be the First Exchange Closing Date (the First Exchange Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be the fourth full Business Days after an Overallotment Exercise Notice is givengiven (or such other time as may be agreed upon by Pfizer and the Investment Entities). At any Optional Exchange Closing (as defined below), (i) Sunoco Pfizer shall transfer the applicable Optional Shares to the each Investment Entity, and the each Investment Entity shall accept such Optional Shares, through the facilities of DTC in certificated form or as otherwise agreed by Sunoco Pfizer and the Investment Entity, Entities and (ii) Sunoco shall transfer the applicable Optional Cash to the Investment Entity, and the Investment Entity shall accept such Optional Cash, through and the account specified in Schedule III hereto or as otherwise agreed by Sunoco and the Investment Entity, and (iii) the each Investment Entity shall transfer the applicable Optional Sunoco Debt Pfizer Obligations to SunocoPfizer, and Sunoco Pfizer shall accept and retire such Optional Sunoco DebtPfizer Obligations, through the facilities of DTC or as otherwise agreed by the Investment Entity Entities and SunocoPfizer. The closing of an Optional Exchange is herein referred to as an “Optional Exchange Closing.”” To the extent that the number of Optional Shares to be exchanged in an Optional Exchange exceeds the number of shares of Class A Common Stock held by Pfizer at such time, Pfizer shall convert, pursuant to the terms of Zoetis’ amended and restated certificate of incorporation, a number of shares of Class B common stock, par value $0.01, of Zoetis into Class A Common Stock equal to such excess prior to the relevant Optional Closing Date.
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The First Exchange and the Optional Exchange(s). (a) Subject to the terms and conditions and in reliance upon the representations and warranties in this Agreement, at the First Exchange Closing (as defined below), (i) Sunoco Xxxx Foods shall transfer to the each Investment Entity the number of shares of SunCoke WhiteWave Class A Common Stock set forth opposite the such Investment Entity’s name on Schedule I hereto (the “Firm Underwritten Shares”), and the Investment Entity shall accept the Firm Sharessuch Underwritten Shares and, in exchange, (ii) Sunoco shall pay to the Investment Entity an amount of cash set forth opposite the Investment Entity’s name on Schedule I hereto (the “Firm Cash”), and the Investment Entity shall accept the Firm Cash, and (iii) the each Investment Entity shall transfer to Sunoco Xxxx Foods the debt obligations of Sunoco Xxxx Foods set forth opposite the such Investment Entity’s name on Schedule II hereto (the “Firm Sunoco Xxxx Foods Debt”), and Sunoco Xxxx Foods shall accept and retire the Firm Sunoco Xxxx Foods Debt (the transactions described in clauses (i), (ii) and (iiiii), collectively, the “First Exchange”).
(b) The closing of the First Exchange (the “First Exchange Closing”) shall occur at the offices of Xxxxxxxx Cravath, Swaine & Xxxxx LLP, 000 Xxxxxxxxx Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000-0000, at 9:00 10:00 a.m., New York City time, on the fourth later of (i) [—] Business Day Days subsequent to the date of this Agreement (or at such other place or time as may be agreed upon by Sunoco Xxxx Foods and the Investment Entity)Entities) and (ii) fourteen (14) days after the date on which the Investment Entities acquired the Firm Xxxx Foods Debt, subject to satisfaction (or waiver) of the conditions set forth in Section 5 6 of this Agreement. At the First Exchange Closing, (i) Sunoco Xxxx Foods shall transfer the Firm applicable Underwritten Shares to the each Investment Entity, and the each Investment Entity shall accept the Firm Shares, through the facilities of The Depository Trust Company (“DTC”) or such Underwritten Shares as otherwise agreed by Sunoco and the Investment Entity, (ii) Sunoco shall pay to the Investment Entity the Firm Cash set forth opposite the Investment Entity’s name on Schedule I hereto, Xxxx Foods and the Investment Entity shall accept the Firm Cash, through the account specified in Schedule I hereto or as otherwise agreed by Sunoco and the Investment Entity, and (iiiii) the each Investment Entity shall transfer the applicable Firm Sunoco Xxxx Foods Debt to SunocoXxxx Foods, and Sunoco Xxxx Foods shall accept the and retire such Firm Sunoco Xxxx Foods Debt, through the facilities of DTC or as otherwise agreed by the Investment Entity and Sunoco.
(c) In addition, Sunoco Xxxx Foods agrees, at the option of the UnderwritersInvestment Entities, to exchange up to the total number of shares of SunCoke WhiteWave Class A Common Stock set forth opposite the Investment Entity’s name on Schedule III hereto (the “Optional Shares,” together with the Firm Shares, the “Shares”) and the total amount of cash set forth opposite the Investment Entity’s name on in Schedule III (the “Optional CashShares” and, together with the Underwritten Shares, the “Shares”) in accordance with this paragraph (c) and paragraph (d) below. Upon written notice (an “Overallotment Exercise Notice”) from the Investment Entity Entities given to Sunoco Xxxx Foods from time to time not more than 30 days subsequent to the date hereofof the Prospectus, which notice shall state state, the principal amount number of debt obligations of Sunoco Optional Shares to be exchanged by each Investment Entity (which may be all or less than all of the debt obligations number of Sunoco Optional Shares set forth opposite the each Investment Entity’s name on Schedule IV hereto (the total principal amount of all debt obligations of Sunoco set forth in Schedule IV hereto, the “Optional Sunoco Debt” and, together with the Firm Sunoco Debt, the “Sunoco Debt”)III), subject to the terms and conditions and in reliance upon the representations and warranties in this Agreement at each Optional Closing Date (as defined below) (i) Sunoco Xxxx Foods shall transfer to the each Investment Entity a the number of Optional Shares set forth in the Overallotment Exercise Notice, and each Investment Entity shall accept such Optional Shares and, in exchange, (ii) each Investment Entity shall transfer to Xxxx Foods a principal amount of Optional Xxxx Foods Debt (as defined below) (rounded down to the nearest whole share$1,000) equal to (x) the number of all Optional Shares set forth in Schedule III hereto multiplied to be exchanged by (y) a fraction (the “Optional Fraction”), the numerator of which is the principal amount of Optional Sunoco Debt such Investment Entity as specified in the Overallotment Exercise Notice to be exchanged by the Investment Entity and the denominator of which is the total principal amount of Optional Sunoco Debt, and the Investment Entity shall accept such Optional Shares, (ii) Sunoco shall pay to the Investment Entity an amount of cash (rounded to the nearest xxxxx) equal to (x) the amount of Optional Cash set forth opposite the Investment Entity’s name on Schedule III hereto multiplied by (y) the dollar value set forth on Schedule V applicable to such Optional Fraction Closing Date (rounded to the nearest xxxxxas defined below), and the Xxxx Foods shall accept and retire such Optional Xxxx Foods Debt from each Investment Entity shall accept such Optional Cash, and (iii) the Investment Entity shall transfer to Sunoco the principal amount of Optional Sunoco Debt specified in the Overallotment Exercise Notice to be exchanged by the Investment Entity, and Sunoco shall accept such Optional Sunoco Debt (the transactions described in clauses (i), (ii) and (iiiii), collectively, the an “Optional Exchange”). Notwithstanding the foregoing, the aggregate number of shares of SunCoke WhiteWave Class A Common Stock to be included in any one or more Optional Exchanges shall in no event exceed the total number of Optional Shares set forth in Schedule III hereto, the aggregate amount of cash to be included in one or more Optional Exchanges shall in no event exceed the total amount of Optional Cash set forth in Schedule III hereto and the total amount of Optional Sunoco Xxxx Foods Debt to be exchanged in any one or more Optional Exchanges shall in no event exceed the total Optional Sunoco Xxxx Foods Debt amount set forth on Schedule IV hereto.(the total amount of all debt obligations of Xxxx Foods set forth in Schedule IV, the “Optional Xxxx Foods Debt” and, together with the Firm Xxxx Foods Debt, the “Xxxx Foods Debt”)
(d) Each time for the exchange of Optional Shares and Optional Cash for Optional Sunoco Xxxx Foods Debt as contemplated by paragraph (c) above, being herein referred to as an “Optional Closing Date”, which may be the First Exchange Closing Date (the First Exchange Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the fourth Investment Entities but shall not be earlier than four full Business Days after an Overallotment Exercise Notice is givengiven or later than ten full Business Days after an Overallotment Exercise Notice is given (or such other times as may be agreed upon by Xxxx Foods and the Investment Entities); provided that the Optional Closing Date shall not occur earlier than fourteen (14) days after the date on which the Investment Entities acquired the Optional Xxxx Foods Debt to be exchanged. At any Optional Exchange Closing (as defined below), (i) Sunoco Xxxx Foods shall transfer the applicable Optional Shares to the each Investment Entity, and the each Investment Entity shall accept such Optional Shares, through the facilities of DTC or Shares as otherwise agreed by Sunoco and the Investment Entity, (ii) Sunoco shall transfer the applicable Optional Cash to the Investment Entity, Xxxx Foods and the Investment Entity shall accept such Optional Cash, through and the account specified in Schedule III hereto or as otherwise agreed by Sunoco and the Investment Entity, and (iiiii) the each Investment Entity shall transfer the applicable Optional Sunoco Xxxx Foods Debt to SunocoXxxx Foods, and Sunoco Xxxx Foods shall accept such Optional Sunoco Xxxx Foods Debt, through the facilities of DTC or as otherwise agreed by the Investment Entity and Sunoco. The closing of an Optional Exchange is herein referred to as an “Optional Exchange Closing”.”
(e) All payments under this Agreement shall be made free and clear of, and without deduction for, withholding taxes.
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The First Exchange and the Optional Exchange(s). (a) Subject to the terms and conditions and in reliance upon the representations and warranties in this Agreement, at the First Exchange Closing (as defined below)Closing, (i) Sunoco Valero shall transfer to the Investment Entity the number of shares of SunCoke Common Stock set forth opposite the Investment Entity’s name on Schedule I hereto opposite the term “Firm Shares” (the “Firm Shares”) and make a cash payment to the Investment Entity in the amount of accrued and unpaid interest on the Firm Valero Obligations (as defined below), and the Investment Entity shall accept such Firm Shares and cash payment as payment for and satisfaction and discharge in full of all principal, interest and other amounts owing in respect of the Firm SharesValero Obligations, and, in exchange (ii) Sunoco shall pay to the Investment Entity an amount of cash set forth opposite the Investment Entity’s name on Schedule I hereto (the “Firm Cash”), and the Investment Entity shall accept the Firm Cash, and (iii) the Investment Entity shall transfer to Sunoco cancel the debt obligations principal amount of Sunoco Valero Obligations set forth on Schedule I hereto opposite the Investment Entity’s name on Schedule II hereto term “Firm Valero Obligations” (the “Firm Sunoco DebtValero Obligations”), and Sunoco shall accept the Firm Sunoco Debt ) (the transactions described in clauses (i), (ii) and (iiiii), collectively, the “First Exchange”).
(b) The closing of the First Exchange (the “First Exchange Closing”) shall occur at the offices of Xxxxx Xxxx & Xxxxxxxx & Xxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at immediately prior to 9:00 a.m., New York City time, on the fourth Business Day subsequent “Closing Date” as defined in and pursuant to the date of this Underwriting Agreement (or at such other place or time as may be agreed upon by Sunoco Valero and the Investment Entity) (the “First Exchange Closing Date”), subject to satisfaction (or waiver) of the conditions set forth in Section 5 6 of this Agreement. At On the First Exchange ClosingClosing Date, (i) Sunoco Valero shall transfer to the Investment Entity the Firm Shares and make a cash payment to the Investment EntityEntity in the amount of accrued and unpaid interest on the Firm Valero Obligations, and the Investment Entity shall accept the Firm Shares, through the facilities of The Depository Trust Company (“DTC”) in certificated form or as otherwise agreed by Sunoco Valero and the Investment Entity, (ii) Sunoco shall pay to the Investment Entity the Firm Cash set forth opposite the Investment Entity’s name on Schedule I hereto, and the Investment Entity shall accept the Firm Cash, through the account specified in Schedule I hereto or as otherwise agreed by Sunoco and the such Investment Entity, and such cash payment as payment for and satisfaction and discharge in full of all principal, interest and other amounts owing in respect of the Firm Valero Obligations, and (iiiii) the Investment Entity shall transfer cancel the Firm Sunoco Debt Valero Obligations and shall attach an updated schedule to Sunoco, the CNAI Note (as defined in the Transaction Agreement) evidencing such cancellation of the Valero Firm Obligations and Sunoco shall accept the Firm Sunoco Debt, through the facilities deliver to Valero a copy of DTC or as otherwise agreed by the Investment Entity and Sunocosuch updated schedule.
(c) In addition, Sunoco Valero agrees, at the option of the UnderwritersInvestment Entity, to exchange up to the total number of shares of SunCoke Common Stock set forth on Schedule I hereto opposite the Investment Entity’s name on Schedule III hereto term “Optional Shares” (collectively, the “Optional Shares,” and, together with the Firm Shares, the “Shares”) and the total amount of cash set forth opposite the Investment Entity’s name on Schedule III (the “Optional Cash”) in accordance with this paragraph (c) and paragraph (d) below. Upon written notice (an “Overallotment Exercise Notice”) from the Investment Entity given to Sunoco Valero from time to time not more than 30 days subsequent to on or before the thirtieth day following the date hereof, each of which notice notices shall state the principal amount number of debt obligations of Sunoco Optional Shares to be exchanged by the Investment Entity (which may be all or less than all of the debt obligations of Sunoco set forth opposite the Investment Entity’s name on Schedule IV hereto (the total principal amount of all debt obligations of Sunoco set forth in Schedule IV hereto, the “Optional Sunoco Debt” and, together with the Firm Sunoco Debt, the “Sunoco Debt”)Shares), subject to the terms and conditions and in reliance upon the representations and warranties in this Agreement at each Optional Closing Date (as defined below) (i) Sunoco Valero shall transfer to the Investment Entity a number of Optional Shares (rounded down to the nearest whole share) equal to (x) the number of all Optional Shares set forth in Schedule III hereto multiplied by (y) a fraction (the “Optional Fraction”), the numerator of which is the principal amount of Optional Sunoco Debt specified in the Overallotment Exercise Notice to be exchanged by the Investment Entity and the denominator of which is the total principal amount of Optional Sunoco Debt, and the Investment Entity shall accept such Optional Shares, (ii) Sunoco shall pay make a cash payment to the Investment Entity an amount of cash (rounded to the nearest xxxxx) equal to (x) in the amount of Optional Cash set forth opposite accrued and unpaid interest on the Investment Entity’s name on Schedule III hereto multiplied by (y) applicable portion of the Optional Fraction Valero Obligations (rounded to the nearest xxxxxas defined below), and the Investment Entity shall accept such Optional CashShares and cash as payment for and satisfaction and discharge in full of all principal, interest and other amounts owing in respect of the applicable portion of Optional Valero Obligations, determined as set forth in clause (iiiii) below, and, in exchange, (ii) the Investment Entity shall transfer to Sunoco the cancel a principal amount of Optional Sunoco Debt specified in Valero Obligations (rounded down to the Overallotment Exercise Notice nearest $1,000) equal to (x) the number of Optional Shares to be exchanged by the Investment Entity, and Sunoco shall accept such Optional Sunoco Debt Entity as specified in the Exercise Notice multiplied by (y) the dollar value set forth on Schedule I hereto opposite the term “Exchange Ratio” (the transactions described in clauses (i), (ii) and (iiiii), collectively, the an “Optional Exchange”). Notwithstanding the foregoing, the aggregate number of shares of SunCoke Common Stock to be included in any one or more all Optional Exchanges shall in no event exceed the total number of Optional Shares set forth in Schedule III hereto, and the aggregate principal amount of cash Optional Valero Obligations to be included exchanged in one or more all Optional Exchanges shall in no event exceed the total amount of Optional Cash set forth in Schedule III hereto and the total amount of Optional Sunoco Debt to be exchanged in any one or more Optional Exchanges shall in no event exceed the total Optional Sunoco Debt amount Valero Obligations set forth on Schedule IV heretoI hereto opposite the term “Optional Valero Obligations” (the “Optional Valero Obligations”).
(d) Each time for the exchange of Optional Shares and Optional Cash for Optional Sunoco Debt Valero Obligations as contemplated by paragraph (c) above, being herein referred to as an “Optional Closing Date”, ,” which may be the First Exchange Closing Date (the First Exchange Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be the fourth third full Business Days Day after an Overallotment Exercise Notice is givengiven (or such other time as may be agreed upon by Valero and the Investment Entity). At any Optional Exchange Closing (as defined below), (i) Sunoco Valero shall transfer the applicable Optional Shares to the Investment EntityEntity and make a cash payment to the Investment Entity in the amount of accrued and unpaid interest on the applicable portion of the Optional Valero Obligations, and the Investment Entity shall accept such Optional Shares, through the facilities of DTC in certificated form or as otherwise agreed by Sunoco and the Investment Entity, (ii) Sunoco shall transfer the applicable Optional Cash to the Investment Entity, and the Investment Entity shall accept such Optional Cash, through and the account specified in Schedule III hereto or as otherwise agreed by Sunoco Valero and the Investment Entity, and such cash payment as payment for and satisfaction and discharge in full of all principal, interest and other amounts owing in respect of the applicable Optional Valero Obligations, and (iiiii) the Investment Entity shall transfer cancel the applicable Optional Sunoco Debt Valero Obligations and shall attach an updated schedule to Sunoco, the CNAI Note evidencing such payment in full of the applicable Optional Valero Obligations and Sunoco shall accept deliver to Valero a copy of such Optional Sunoco Debt, through the facilities of DTC or as otherwise agreed by the Investment Entity and Sunocoupdated schedule. The closing of an Optional Exchange is herein referred to as an “Optional Exchange Closing.”
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The First Exchange and the Optional Exchange(s). (a) Subject to the terms and conditions and in reliance upon the representations and warranties in this Agreement, at or before the First Exchange Closing (as defined below)Closing, (i) Sunoco Valero shall transfer to the Investment Entity the number of shares of SunCoke Common Stock set forth opposite the Investment Entity’s name on Schedule I hereto opposite the term “Firm Shares” (the “Firm Shares”) and make a cash payment to the Investment Entity in the amount of accrued and unpaid interest on the Firm Valero Obligations (as defined below), and the Investment Entity shall accept such Firm Shares and cash payment as payment for and satisfaction and discharge in full of all principal, interest and other amounts owing in respect of the Firm SharesValero Obligations, and, in exchange (ii) Sunoco shall pay to the Investment Entity an amount of cash set forth opposite the Investment Entity’s name on Schedule I hereto (the “Firm Cash”), and the Investment Entity shall accept the Firm Cash, and (iii) the Investment Entity shall transfer to Sunoco cancel the debt obligations principal amount of Sunoco Valero Obligations set forth on Schedule I hereto opposite the Investment Entity’s name on Schedule II hereto term “Firm Valero Obligations” (the “Firm Sunoco DebtValero Obligations”), ) and Sunoco shall accept attach an updated schedule to the CNAI Note (as defined in the Transaction Agreement) evidencing such cancellation of the Firm Sunoco Debt Valero Obligations and shall deliver to Valero a copy of such updated schedule (the transactions described in clauses (i), (ii) and (iiiii), collectively, the “First Exchange”).
(b) The closing of the First Exchange (the “First Exchange Closing”) shall occur at the offices of Xxxxx Xxxx & Xxxxxxxx & Xxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at immediately prior to 9:00 a.m., New York City time, on the fourth Business Day subsequent “Closing Date” as defined in and pursuant to the date of this Underwriting Agreement (or at such other place or time as may be agreed upon by Sunoco Valero and the Investment Entity), subject to satisfaction ) (or waiver) of the conditions set forth in Section 5 of this Agreement. At the “First Exchange Closing, (i) Sunoco shall transfer the Firm Shares to the Investment Entity, and the Investment Entity shall accept the Firm Shares, through the facilities of The Depository Trust Company (“DTCClosing Date”) or as otherwise agreed by Sunoco and the Investment Entity, (ii) Sunoco shall pay to the Investment Entity the Firm Cash set forth opposite the Investment Entity’s name on Schedule I hereto, and the Investment Entity shall accept the Firm Cash, through the account specified in Schedule I hereto or as otherwise agreed by Sunoco and the Investment Entity, and (iii) the Investment Entity shall transfer the Firm Sunoco Debt to Sunoco, and Sunoco shall accept the Firm Sunoco Debt, through the facilities of DTC or as otherwise agreed by the Investment Entity and Sunoco).
(c) In addition, Sunoco Valero agrees, at the option of the UnderwritersInvestment Entity, to exchange up to the total number of shares of SunCoke Common Stock set forth on Schedule I hereto opposite the Investment Entity’s name on Schedule III hereto term “Optional Shares” (collectively, the “Optional Shares,” and, together with the Firm Shares, the “Shares”) and the total amount of cash set forth opposite the Investment Entity’s name on Schedule III (the “Optional Cash”) in accordance with this paragraph (c) and paragraph (d) below. Upon written notice (an “Overallotment Exercise Notice”) from the Investment Entity given to Sunoco Valero from time to time not more than 30 days subsequent to on or before the thirtieth day following the date hereof, each of which notice notices shall state the principal amount number of debt obligations of Sunoco Optional Shares to be exchanged by the Investment Entity (which may be all or less than all of the debt obligations of Sunoco set forth opposite the Investment Entity’s name on Schedule IV hereto (the total principal amount of all debt obligations of Sunoco set forth in Schedule IV hereto, the “Optional Sunoco Debt” and, together with the Firm Sunoco Debt, the “Sunoco Debt”)Shares), subject to the terms and conditions and in reliance upon the representations and warranties in this Agreement at or before each Optional Closing Date (as defined below) (i) Sunoco Valero shall transfer to the Investment Entity a number of Optional Shares (rounded down to the nearest whole share) equal to (x) the number of all Optional Shares set forth in Schedule III hereto multiplied by (y) a fraction (the “Optional Fraction”), the numerator of which is the principal amount of Optional Sunoco Debt specified in the Overallotment Exercise Notice to be exchanged by the Investment Entity and the denominator of which is the total principal amount of Optional Sunoco Debt, and the Investment Entity shall accept such Optional Shares, (ii) Sunoco shall pay make a cash payment to the Investment Entity an amount of cash (rounded to the nearest xxxxx) equal to (x) in the amount of Optional Cash set forth opposite accrued and unpaid interest on the Investment Entity’s name on Schedule III hereto multiplied by (y) applicable portion of the Optional Fraction Valero Obligations (rounded to the nearest xxxxxas defined below), and the Investment Entity shall accept such Optional CashShares and cash as payment for and satisfaction and discharge in full of all principal, interest and other amounts owing in respect of the applicable portion of Optional Valero Obligations, determined as set forth in clause (iiiii) below, and, in exchange, (ii) the Investment Entity shall transfer to Sunoco the cancel a principal amount of Optional Sunoco Debt specified in Valero Obligations (rounded down to the Overallotment Exercise Notice nearest $1,000) equal to (x) the number of Optional Shares to be exchanged by the Investment EntityEntity as specified in the Exercise Notice multiplied by (y) the dollar value set forth on Schedule I hereto opposite the term “Exchange Ratio” (the amount of such product, and Sunoco shall accept such an “Optional Sunoco Debt Exchange Amount”) (the transactions described in clauses (i), (ii) and (iiiii), collectively, the an “Optional Exchange”)) and shall attach an updated schedule to the CNAI Note evidencing such cancellation of the applicable Optional Valero Obligations and shall deliver to Valero a copy of such updated schedule. Notwithstanding the foregoing, the aggregate number of shares of SunCoke Common Stock to be included in any one or more all Optional Exchanges shall in no event exceed the total number of Optional Shares set forth in Schedule III hereto, and the aggregate principal amount of cash Optional Valero Obligations to be included exchanged in one or more all Optional Exchanges shall in no event exceed the total amount of Optional Cash set forth in Schedule III hereto and the total amount of Optional Sunoco Debt to be exchanged in any one or more Optional Exchanges shall in no event exceed the total Optional Sunoco Debt amount Valero Obligations set forth on Schedule IV heretoI hereto opposite the term “Optional Valero Obligations” (the “Optional Valero Obligations”).
(d) Each time for the exchange of Optional Shares and Optional Cash for Optional Sunoco Debt Valero Obligations as contemplated by paragraph (c) above, being herein referred to as an “Optional Closing Date”, ,” which may be the First Exchange Closing Date (the First Exchange Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be the fourth third full Business Days Day after an Overallotment Exercise Notice is given. At any Optional Exchange Closing given (or such other time as defined below), (i) Sunoco shall transfer the applicable Optional Shares to the Investment Entity, and the Investment Entity shall accept such Optional Shares, through the facilities of DTC or as otherwise may be agreed upon by Sunoco Valero and the Investment Entity, (ii) Sunoco shall transfer the applicable Optional Cash to the Investment Entity, and the Investment Entity shall accept such Optional Cash, through and the account specified in Schedule III hereto or as otherwise agreed by Sunoco and the Investment Entity, and (iii) the Investment Entity shall transfer the applicable Optional Sunoco Debt to Sunoco, and Sunoco shall accept such Optional Sunoco Debt, through the facilities of DTC or as otherwise agreed by the Investment Entity and Sunoco). The closing of an Optional Exchange is herein referred to as an “Optional Exchange Closing.”
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