Direct Exchange Clause Samples
Direct Exchange. Notwithstanding anything to the contrary in this Article II, the Corporation may, in its sole and absolute discretion, elect to effect on the Exchange Date the Exchange of Exchanged Units for the Cash Exchange Payment and/or the Stock Exchange Payment, as the case may be (and subject to the terms of Section 2.2(b) and (c)), through a direct exchange of such Exchanged Units and with such consideration between the Exchanging Member and the Corporation (a “Direct Exchange”). Upon such Direct Exchange pursuant to this Section 2.6, the Corporation shall acquire the Exchanged Units and shall be treated for all purposes of this Agreement as the owner of such Units; provided, that, any such election by the Corporation shall not relieve OpCo of its obligation arising with respect to such applicable Exchange Notice. The Corporation may, at any time prior to an Exchange Date, deliver written notice (an “Direct Exchange Election Notice”) to OpCo and the Exchanging Member setting forth its election to exercise its right to consummate a Direct Exchange; provided, that such election does not prejudice the ability of the parties to consummate an Exchange or Direct Exchange on the Exchange Date. A Direct Exchange Election Notice may be revoked by the Corporation at any time; provided, that any such revocation does not prejudice the ability of the parties to consummate an Exchange or Direct Exchange on the Exchange Date. The right to consummate a Direct Exchange in all events shall be exercisable for all the Exchanged Units that would otherwise have been subject to an Exchange. Except as otherwise provided in this Section 2.6, a Direct Exchange shall be consummated pursuant to the same timeframe and in the same manner as the relevant Exchange would have been consummated had the Corporation not delivered a Direct Exchange Election Notice.
Direct Exchange. If, the Effective Date has occurred and (i) the Restructuring Agreement has been executed by Creditors representing one hundred percent (100%) of the total Existing Debt Obligations, or (ii) a Stop Order Resolution has been agreed, then, upon satisfaction or waiver of the Conditions Precedent in Section 8.1, the agreements contained in this Restructuring Agreement will be consummated by the Parties without utilizing the APE Procedure (a “Direct Exchange”).
Direct Exchange. The Directly Exchanged UDI Common Shares of each Electing Qualified Investor who is not a Dissenting Shareholder shall be exchanged for that number of SPX Common Shares issued by SPX that is equal to the Exchange Ratio multiplied by the number of Directly Exchanged UDI Common Shares registered in the name of such Electing Qualified Investor, rounded down to the nearest whole number of SPX Common Shares. In lieu of any fractional interest in an SPX Common Share, each Electing Qualified Investor otherwise entitled to a fraction of an SPX Common Share shall receive a cash payment as more fully described in Section 4.4.
Direct Exchange. Notwithstanding anything to the contrary in this ARTICLE XI, the Managing Member may, in its sole and absolute discretion, elect to effect on the Exchange Date the Exchange of Exchanged Units for the Cash Exchange Payment and/or the Stock Exchange Payment, as the case may be (and subject to the terms of Sections 11.02(b) and 11.02(c)), through a direct exchange of such Exchanged Units and with such consideration between the Exchanging Member and the Managing Member (a “Direct Exchange”). Upon such Direct Exchange pursuant to this Section 11.06, the Managing Member shall acquire the Exchanged Units and shall be treated for all purposes of this Agreement as the owner of such Exchanged Units; provided that any such election by the Managing Member shall not relieve the Company of its obligation arising with respect to the applicable Exchange Notice. The Managing Member may, at any time prior to an Exchange Date, deliver written notice (a “
Direct Exchange. To conclude the Closing of the Premises, in whole or in part, by exchanging the Premises for property of "like kind" as defined in Section 1031 of the Internal Revenue Code of 1986 (the "Code"), and, in accordance with all of the terms and conditions for such an exchange, as provided in Section 1031 of the Code. Purchaser agrees to cooperate fully and completely with Seller to exchange the Premises, rather than sell the Premises directly; provided, however, that Seller agrees to be solely responsible for any and all costs or additional costs or expenses relating to such an exchange transaction. Seller shall provide to the Purchaser notice of same, which notice shall include all of the usual and customary "exchange" requirements, as provided in Section 1031 of the Code, together with the details regarding the party or parties making the exchange and the proposed structure of such exchange. The notice shall expressly incorporate all of the terms, provisions and conditions of this Agreement which are not directly contrary to such exchange transaction.
Direct Exchange focused on strengthening the capacity of public and private sector organisations and groups via secondments, internships, and other activities which increase their knowledge, skill level and/or efficiency.