Exchange and Cancellation Clause Samples
Exchange and Cancellation of Notes to Be Converted or to Be Repurchased Pursuant to a Repurchase Upon Fundamental Change or Redemption 24 Section 2.12. Removal of Transfer Restrictions 25 Section 2.13. Replacement Notes 25 Section 2.14. Registered Holders; Certain Rights with Respect to Global Notes 26 Section 2.15. Cancellation 26 Section 2.16. Notes Held by the Company or its Affiliates 26 Section 2.17. Temporary Notes 26 Section 2.18. Outstanding Notes 27 Section 2.19. Repurchases by the Company 27 Section 2.20. CUSIP and ISIN Numbers 28 Section 2.21. Trustee’s Disclaimer 28 Article 3. Covenants 28 Section 3.01. Payment on Notes 28 Section 3.02. Exchange Act Reports 28 Section 3.03. Rule 144A Information 29 Section 3.04. Additional Interest 29 Section 3.05. Compliance and Default Certificates 30 Section 3.06. Stay, Extension and Usury Laws 30 Section 3.07. Restriction on Acquisition of Notes by the Company and its Affiliates 31 Section 3.08. Notes Acquired by the Company 31 Article 4. Repurchase and Redemption 31 Section 4.01. No Sinking Fund 31 Section 4.02. Right of Holders to Require the Company to Repurchase Notes upon a Fundamental Change 31 Section 4.03. Right of the Company to Redeem the Notes 36 Article 5. Conversion 38 Section 5.01. Right to Convert 38 Section 5.02. Conversion Procedures 43 Section 5.03. Settlement upon Conversion 44 Section 5.04. Reserve and Status of Common Stock Issued upon Conversion 47 Section 5.05. Adjustments to the Conversion Rate 48 Section 5.06. Voluntary Adjustments 58 Section 5.07. Adjustments to the Conversion Rate in Connection with a Make-Whole Fundamental Change 59 Section 5.08. Exchange in Lieu of Conversion 60 Section 5.09. Effect of Common Stock Change Event 61 Section 5.10. Trustee’s Disclaimer 63 Article 6. Successors 63 Section 6.01. When the Company May Merge, Etc. 63 Section 6.02. Successor Corporation Substituted 63 Article 7. Defaults and Remedies 64 Section 7.01. Events of Default 64 Section 7.02. Acceleration 66 Section 7.03. Sole Remedy for a Failure to Report 66 Section 7.04. Other Remedies 67 Section 7.05. Waiver of Past Defaults 67 Section 7.06. Control by Majority 68 Section 7.07. Limitation on Suits 68 Section 7.08. Absolute Right of Holders to Institute Suit for the Enforcement of the Right to Receive Payment and Conversion Consideration 69 Section 7.09. Collection Suit by Trustee 69 Section 7.10. Trustee May File Proofs of Claim 69 Section 7.11. Priorities 70 Section 7.12. Undertaking for Costs 70 Article 8. Amendment...
Exchange and Cancellation of Notes to Be Converted or to Be Repurchased Pursuant to a Repurchase Upon Fundamental Change or Redemption 24 Section 2.12. Removal of Transfer Restrictions 25 Section 2.13. Replacement Notes 26 Section 2.14. Registered Holders; Certain Rights with Respect to Global Notes 26 Section 2.15. Cancellation 26 Section 2.16. Notes Held by the Company or its Affiliates 26 Section 2.17. Temporary Notes 27 Section 2.18. Outstanding Notes 27 Section 2.19. Repurchases by the Company 28 Section 2.20. CUSIP and ISIN Numbers 28 Article 3. Covenants 28 Section 3.01. Payment on Notes 28 Section 3.02. Exchange Act Reports 28 Section 3.03. Rule 144A Information 29 Section 3.04. Additional Interest 29 Section 3.05. Compliance and Default Certificates 30 Section 3.06. Stay, Extension and Usury Laws 30 Section 3.07. Acquisition of Notes by the Company and its Affiliates 30 Article 4. Repurchase and Redemption 31 Section 4.01. No Sinking Fund 31
Exchange and Cancellation. Subject to and upon the terms and conditions set forth in this Agreement, on the Closing Date, the Holder shall surrender to the Company the Original Securities and, in exchange therefor, the Company shall issue and deliver to the Holder the Exchange Securities.
Exchange and Cancellation of Notes to Be Converted or to Be Repurchased Pursuant to a Repurchase Upon Fundamental Change or Redemption. 24 Section 2.12. Removal of Transfer Restrictions. 25 Section 2.13. Replacement Notes. 25 Section 2.14. Registered Holders; Certain Rights with Respect to Global Notes. 26 Section 2.15. Cancellation. 26 Section 2.16. Notes Held by the Company or its Affiliates. 26 Section 2.17. Temporary Notes. 26 Section 2.18. Outstanding Notes. 27 Section 2.19. Repurchases by the Company. 28 Section 2.20. CUSIP and ISIN Numbers. 28 Article 3. Covenants 28 Section 3.01. Payment on Notes. 28 Section 3.02. Exchange Act Reports. 28 Section 3.03. Rule 144A Information. 29 Section 3.04. Additional Interest. 29
Exchange and Cancellation of Notes to Be Converted or to Be Repurchased Pursuant to a Repurchase Upon Fundamental Change, Optional Repurchase or Redemption. 35 Section 2.12. Removal of Transfer Restrictions. 36 Section 2.13. Replacement Notes. 36 Section 2.14. Registered Holders; Certain Rights with Respect to Global Notes. 37
Exchange and Cancellation of Notes to Be Converted, Redeemed or Repurchased.
Exchange and Cancellation. On the date hereof, pursuant to Section 3(a)(9) of the Securities Act, the Holder hereby agrees to convey, assign and transfer the Notes to the Company in exchange for which the Company agrees to issue the Rights to the Holder and, upon delivery of the Rights to the Holder, the parties shall consummate the Cancellation in accordance herewith.
(a) On the date hereof, in exchange for the Notes, the Company shall deliver or cause to be delivered to the Holder (or its designee) the Rights.
(b) The Rights shall each be issued with the following securities act legend: NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.
(c) The Holder shall deliver or cause to be delivered to the Company (or its designee) the Notes (or affidavit of lost warrants, in form provided upon request by the Company and reasonably acceptable to the Holder) as soon as commercially practicable following the date hereof (the “Delivery Date”). Immediately following the delivery of the Rights to the Holder (or its designee), the Holder shall relinquish all rights, title and interest in the Notes assign the same to the Company, and the Notes shall be cancelled.
(d) The parties acknowledge and agree that the Rights shall be issued to the Holder in exchange for the Notes without the payment of any additional consideration.
(e) Notwithstanding anything herein to the contrary, on or after the date hereof, the Holder may, directly or indirectly, sell or transfer all, or any part, of the Rights or Rights Shares to any Person (an “Assignee”).
Exchange and Cancellation of Notes to Be Converted or to Be Repurchased Pursuant to a Repurchase Upon Fundamental Change, Optional Repurchase or Redemption. 36 Section 2.12. Removal of Transfer Restrictions. 37 Section 2.13. Replacement Notes. 37 Section 2.14. Registered Holders; Certain Rights with Respect to Global Notes. 38 Section 2.15. Cancellation. 38 Section 2.16. Notes Held by The Company or Its Affiliates. 38 Section 2.17. Temporary Notes. 38 Section 2.18. Outstanding Notes. 39 Section 2.19. Repurchases by the Company. 39 Section 2.20. CUSIP and ISIN Numbers. 40 Article 3. COVENANTS 40 Section 3.01. Payment on Notes. 40 Section 3.02. Exchange Act Reports. 40 Section 3.03. Rule 144A Information. 41 Section 3.04. Additional Interest. 41 Section 3.05. Compliance and Default Certificates. 43 Section 3.06. Taxes. 43 Section 3.07. Additional Amounts. 43
Exchange and Cancellation of Notes to Be Converted or to Be Repurchased Pursuant to a Repurchase Upon Fundamental Change, Optional Repurchase or Redemption. 25 Section 2.12. Removal of Transfer Restrictions. 26 Section 2.13. Replacement Notes. 26 Section 2.14. Registered Holders; Certain Rights with Respect to Global Notes. 27 Section 2.15. Cancellation. 27 Section 2.16. Notes Held by the Company or its Affiliates. 27 Section 2.17. Temporary Notes. 28 Section 2.18. Outstanding Notes. 28 Section 2.19. Repurchases by the Company. 29 Section 2.20. CUSIP and ISIN Numbers. 29 Article 3. Covenants 29 Section 3.01. Payment on Notes. 29 Section 3.02. Exchange Act Reports. 29 Section 3.03. Rule 144A Information. 30 Section 3.04. Additional Interest. 30 Section 3.05. Compliance and Default Certificates. 31 Section 3.06. Stay, Extension and Usury Laws. 31 Section 3.07. Acquisition of Notes by the Company and its Affiliates. 31 Section 3.08. Existence. 32 Article 4. Repurchase and Redemption 32 Section 4.01. No Sinking Fund. 32
Exchange and Cancellation of Notes to Be Converted or to Be Repurchased Pursuant to a Repurchase Upon Fundamental Change or Redemption. 25 Section 2.12. Removal of Transfer Restrictions. 26 Section 2.13. Replacement Notes. 26 Section 2.14. Registered Holders; Certain Rights with Respect to Global Notes. 26 Section 2.15. Cancellation. 27 Section 2.16. Notes Held by the Company or its Affiliates. 27 Section 2.17. Temporary Notes. 27 Section 2.18. Outstanding Notes. 27 Section 2.19. Repurchases by the Company. 28 Section 2.20. CUSIP and ISIN Numbers. 28 Article 3. Covenants 29 Section 3.01. Payment on Notes. 29 Section 3.02. Exchange Act Reports. 29 Section 3.03. Rule 144A Information. 29 Section 3.04. Additional Interest. 30 Section 3.05. Compliance and Default Certificates. 31 Section 3.06. Stay, Extension and Usury Laws. 31 Section 3.07. Corporate Existence. 31 Section 3.08. Acquisition of Notes by the Company and its Affiliates. 31 Section 3.09. Covenant Regarding Liens Securing Indebtedness for Borrowed Money. 31 Section 3.10. Requisite Stockholder Approval. 32 Table of Contents Article 4. Repurchase and Redemption 32 Section 4.01. No Sinking Fund. 32 Section 4.02. Right of Holders to Require the Company to Repurchase Notes Upon a Fundamental Change. 32 Section 4.03. Right of the Company to Redeem the Notes. 36 Article 5. Conversion 38 Section 5.01. Right to Convert. 38 Section 5.02. Conversion Procedures. 39