Exchanged Securities definition

Exchanged Securities. With respect to any Conversion Date, any Convertible Securities with respect to which Counterparty makes the election described in Section 5.08 of the Indenture and the financial institution designated by Counterparty accepts such Convertible Securities in accordance with Section 5.08 of the Indenture, as long as Counterparty does not submit a Notice of Exercise in respect thereof. Expiration Date: The earlier of (i) the last day on which any Convertible Securities remain outstanding and (ii) August 1, 2025 subject to earlier exercise. Automatic Exercise on Conversion Dates: Applicable, which means that on each Conversion Date occurring on or after the Free Convertibility Date, a number of Options equal to the number of Relevant Convertible Securities for such Conversion Date in denominations of USD 1,000 principal amount shall be automatically exercised, subject to “Notice of Exercise” below.

Exchanged Securities. With respect to any Conversion Date, any Convertible Securities with respect to which Counterparty makes the election described in Section 4.12 of the Indenture and the financial institution designated by Counterparty accepts such Convertible Securities in accordance with Section 4.12 of the Indenture. For the avoidance of doubt, (i) Convertible Securities are “accepted” for purposes of the foregoing upon the earlier of the declaration of the designated financial institution’s agreement to exchange such Convertible Securities or delivery of such Convertible Securities to such financial institution for purposes of such exchange and (ii) any Exchanged Securities will be treated as Convertible Securities on any subsequent Conversion Date with respect to such securities, unless such securities are Exchanged Securities on such subsequent Conversion Date. Excluded Convertible Securities: Convertible Securities subject to the occurrence of an Excluded Conversion Event, as described in Section 8(b)(i). Exercise Period: The period from and excluding the Effective Date to and including the Expiration Date. Expiration Date: The earlier of (i) the last day on which any Convertible Securities remain outstanding and (ii) the second “Scheduled Trading Day” (as defined in the Indenture) immediately preceding the “Maturity Date” (as defined in the Indenture). Automatic Exercise on Conversion Dates: Applicable; and means that on each Conversion Date, a number of Options equal to the number of Relevant Convertible Securities for such Conversion Date in denominations of USD1,000 principal amount shall be automatically exercised, subject to “Notice of Exercise” below.

Exchanged Securities means, collectively, the Warrants to purchase the 14C Warrant Shares, Takeback Promissory Note and Warrants to purchase the Additional Warrant Shares.

Examples of Exchanged Securities in a sentence

• The offer and issuance of the Exchanged Securities is exempt from registration under the Securities Act pursuant to the exemption provided by Section 3(a)(9) thereof.

• In the event that, prior to any exercise hereunder, the Company completes a share exchange with another entity wherein all of the issued and outstanding shares of Common Stock are exchanged for equity interests in the other entity (the “Exchanged Securities”), any reference herein to the Common Stock (whether standing alone or as part of another defined term herein) automatically upon the consummation of the applicable transaction shall be deemed a reference to such Exchanged Securities.

• The Holder has good, valid and marketable title to its Exchanged Securities, free and clear of any Liens (other than pledges or security interests that the Holder may have created in favor of a prime broker under and in accordance with its prime brokerage agreement with such broker).

• The Holder has not, in whole or in part, except as described in the preceding sentence, (a) assigned, transferred, hypothecated, pledged, exchanged or otherwise disposed of any of its Exchanged Securities or its rights in its Exchanged Securities, or (b) given any person or entity any transfer order, power of attorney or other authority of any nature whatsoever with respect to its Exchanged Securities.

• The Holder understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Exchanged Securities nor have such authorities passed upon or endorsed the merits of the offering of the Exchanged Securities.

More Definitions of Exchanged Securities

Exchanged Securities has the meaning given to it in Condition 6(a).

Exchanged Securities has the meaning given to such term in the Exchange Agreement.

Exchanged Securities means, with respect to an Exchange, collectively, (a) the Blue Owl Units being exchanged pursuant to a relevant Exchange Notice, and (b) a number of Class C Shares or Class D Shares (as applicable) being surrendered and cancelled equal to the number of such Blue Owl Units. For the avoidance of doubt, (i) one Blue Owl Unit and (ii) one Class C Share or Class D Share (as applicable) so being exchanged and cancelled shall collectively be an “Exchanged Security.”

Exchanged Securities. With respect to any Conversion Date, any Convertible Securities with respect to which Counterparty makes the election described in Section 5.08 of the Indenture and the financial institution designated by Counterparty accepts such Convertible Securities in accordance with Section 5.08 of the Indenture, as long as Counterparty does not submit a Notice of Exercise in respect thereof. Expiration Date: The earlier of (i) the last day on which any Convertible Securities remain outstanding and (ii) May 1, 2025, subject to earlier exercise. Automatic Exercise on Conversion Dates: Applicable, which means that on each Conversion Date occurring on or after the Free Convertibility Date, a number of Options equal to the number of Relevant Convertible Securities for such Conversion Date in denominations of USD 1,000 principal amount shall be automatically exercised, subject to “Notice of Exercise” below. Notwithstanding anything to the contrary herein or in the Equity Definitions, unless Counterparty notifies Dealer in writing prior to 5:00 P.M., New York City time, on the Expiration Date that it does not wish automatic exercise to occur, all Options then outstanding as of 5:00 P.M., New York City time, on the Expiration Date shall be deemed to be automatically exercised as if (i) a number of Relevant Convertible Securities (in denominations of USD 1,000 principal amount) equal to such number of then-outstanding Options were converted with a Conversion Date occurring on or after the Free Convertibility Date and (ii) such Relevant Convertible Securities were outstanding under the Indenture immediately prior to such deemed conversion; provided that no such automatic exercise pursuant to this sentence shall occur if the Relevant Price for each Valid Day during the Settlement Averaging Period is less than or equal to the Strike Price.

Exchanged Securities. With respect to any Conversion Date, any Convertible Securities with respect to which Counterparty makes the election described in Section 10.02(a)(iv) of the Indenture and the financial institution designated by Counterparty accepts such Convertible Securities in accordance with Section 10.02(a)(iv) of the Indenture. For the avoidance of doubt, (i) Convertible Securities are “accepted” for purposes of the foregoing upon the earlier of the declaration of the designated financial institution’s agreement to exchange such Convertible Securities or delivery of such Convertible Securities to such financial institution for purposes of such exchange and (ii) any Exchanged Securities will be treated as Convertible Securities on any subsequent Conversion Date with respect to such securities, unless such securities are Exchanged Securities on such subsequent Conversion Date.

Exchanged Securities has the meaning set forth in the Recitals.

Exchanged Securities means, with respect to an Exchange, collectively, (a) the Common Units being exchanged, and (b) the corresponding Class B Shares being cancelled for no consideration. For the avoidance of doubt, (i) one Common Unit and (ii) one Class B Share so being exchanged and cancelled, respectively, shall collectively be an “Exchanged Security.”