Exchange Forms Sample Clauses

Exchange Forms. On the fourteenth Business Day following the date of the Exchange Notice (the “Exchange Date”), the Company shall effect an automatic Exchange of all or a portion of the outstanding Warrants into Class A Common Stock, Class B Common Stock and/or Series 1 Warrants as described in Section 3.4(c) below. By returning an Election Form within twelve (12) Business Days of the Exchange Notice, Holders may elect (i) to receive Class B Common Stock in lieu of any shares of Class A Common Stock to which such Holder would otherwise be entitled if the Holder has elected to receive Class B Common Stock on its Election Form by checking the Class B Common Stock Only Election box, (ii) to retain Series 1 Warrants (or, in the case of a Holder of Series 2 Warrants, to exchange its Series 2 Warrants for Series 1 Warrants) in lieu of any Common Stock to which such Holder would otherwise be entitled (a “Warrant Election”), (iii) to receive Class A Common Stock up to 4.99% of the outstanding Class A Common Stock and retain Series 1 Warrants (or, in the case of a Holder of Series 2 Warrants, to exchange its Series 2 Warrants for Series 1 Warrants) in lieu of any remaining Common Stock to which such Holder would otherwise be entitled, or (iv) solely with respect to Term Loan Holders, to receive Common Stock in the form of Restricted Stock. If only a portion of the outstanding Warrants are to be Exchanged, any Holder (i) that has never submitted a Plan Certification or an Ownership Certification or (ii) for whom the information in the most recently submitted Ownership Certification is no longer accurate, must submit a new Ownership Certification within twelve (12) Business Days of the Exchange Notice. The Warrant Agent shall deliver copies of each Election Form and Ownership Certification to the Company in such reasonable manner as the Company shall instruct in writing. If any Holder of Series 2 Warrants has never submitted a Plan Certification or Ownership Certification, such Series 2 Warrants shall not be eligible to be Exchanged for Common Stock and shall be Exchanged for Series 1 Warrants on the Exchange Date.
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Exchange Forms. As soon as reasonably practicable after the Exchange Deadline but in no event later than 40 Business Days after the date of the Exchange Notice (the “Exchange Date”), the Company shall effect an automatic Exchange of all or a portion of the outstanding Warrants into Class A Common Stock and/or Class B Common Stock as described in Sections 3.4(c) and (d) below. By returning an Election Form by the Exchange Deadline, Holders may make (i) a Class B Election, (ii) a Warrant Election or
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Related to Exchange Forms

  • Registration Statement Form Registrations under this Section 2.1 shall be on such appropriate registration form of the Commission as shall be reasonably selected by the Company.

  • Antitrust Certification Statements (Tex Government Code § 2155.005) By submission of this bid or proposal, the Bidder certifies that: I affirm under penalty of perjury of the laws of the State of Texas that: (1) I am duly authorized to execute this contract on my own behalf or on behalf of the company, corporation, firm, partnership or individual (Company) listed below; (2) In connection with this bid, neither I nor any representative of the Company has violated any provision of the Texas Free Enterprise and Antitrust Act, Tex. Bus. & Comm. Code Chapter 15; (3) In connection with this bid, neither I nor any representative of the Company has violated any federal antitrust law; (4) Neither I nor any representative of the Company has directly or indirectly communicated any of the contents of this bid to a competitor of the Company or any other company, corporation, firm, partnership or individual engaged in the same line of business as the Company.

  • Exchange Consideration On or promptly after an Exchange Date, provided the Partnership Unitholder has satisfied its obligations under Section 2.1(b)(i), the Company shall cause the Transfer Agent to register electronically in the name of such Partnership Unitholder (or its designee) in book-entry form the shares of Class A Common Stock issuable upon the applicable Exchange, or, if the Company has so elected, shall deliver or cause to be delivered to such Partnership Unitholder (or its designee), the Cash Settlement. Notwithstanding the foregoing, the Company shall have the right but not the obligation (in lieu of the Partnership) to have the Company acquire Exchangeable Units directly from an exchanging Partnership Unitholder in exchange for shares of Class A Common Stock or, at the option of the Company, the Cash Settlement. If an exchanging Partnership Unitholder receives the shares of Class A Common Stock or the Cash Settlement that such Partnership Unitholder is entitled to receive from the Company pursuant to this Section 2.1(c), the Partnership Unitholder shall have no further right to receive shares of Class A Common Stock from the Partnership or the Company in connection with that Exchange. Notwithstanding anything set forth in this Section 2.1(c) to the contrary, to the extent the Class A Common Stock is settled through the facilities of The Depository Trust Company, the Partnership or the Company will, pursuant to the Exchange Notice submitted by the Partnership Unitholder, deliver the shares of Class A Common Stock deliverable to such exchanging Partnership Unitholder through the facilities of The Depository Trust Company to the account of the participant of The Depository Trust Company designated by such exchanging Partnership Unitholder in the Exchange Notice. Upon any Exchange, the Partnership or the Company, as applicable, shall take such actions as (A) may be required to ensure that such Partnership Unitholder receives the shares of Class A Common Stock or the Cash Settlement that such exchanging Partnership Unitholder is entitled to receive in connection with such Exchange pursuant to this Section 2.1 and (B) may be reasonably within its control that would cause such Exchange to be treated for purposes of the Tax Receivable Agreement as an “Exchange” (as such term is defined in the Tax Receivable Agreement). Notwithstanding any other provisions of this Agreement to the contrary, in the event that the Company elects a Cash Settlement, the Company shall only be obligated to contribute to the Partnership (or, if the Company elects to settle directly pursuant to Section 2.1(a)(ii), settle directly for an amount equal to), an amount in respect of such Cash Settlement equal to the net proceeds (after deduction of any underwriters’ discounts and commissions) from the sale by the Company of a number of shares of Class A Common Stock equal to the number of Exchangeable Units being Exchanged for such Cash Settlement. Except as otherwise required by applicable law, the Company shall, for U.S. federal income tax purposes, be treated as paying an appropriate portion of the selling expenses described in the previous sentence as agent for and on behalf of the exchanging Partnership Unitholder.

  • Exchange Fees The Transfer Agent may from time to time receive, through payment by shareholders of the Fund, all or a portion of the exchange fee in an amount and under circumstances authorized by the Trustees of the Trust.

  • Exchange Clearance On the Closing Date, the Firm Shares shall have been approved for listing on the Exchange, subject only to official notice of issuance. On the first Option Closing Date (if any), the Option Shares shall have been approved for listing on the Exchange, subject only to official notice of issuance.