Exchange Procedure Clause Samples

Exchange Procedure. As soon as practicable after the Effective Time of the Merger, the Exchange Agent shall mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time of the Merger represented outstanding Company Shares (the "Certificates"), other than the Company, EVI and any wholly owned subsidiary of the Company or EVI, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in a form and have such other provisions as EVI may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing the EVI Common Stock and any cash in lieu of a fractional share of EVI Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving Corporation, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the number of whole shares of EVI Common Stock into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1 and any cash payable in lieu of a fractional share of EVI Common Stock, and the Certificate so surrendered shall forthwith be canceled. If the shares of EVI Common Stock are to be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that such Certificate shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such exchange shall pay any transfer or other taxes required by reason of the exchange to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive, upon surrender of such Certificate, the number of shares of EVI Common Stock and cash, if any, in lieu of a fractional share of EVI Common Stock into which the Company Shares ...

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a Certificate (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in customary form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which the shares formerly represented by such Certificate shall have been converted pursuant to Section 2.08(c), and the Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of Company Common Stock that is not registered in the stock transfer books of the Company, the proper amount of cash may be paid in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, but no later than five (5) Business Days after the Effective Time, the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of a Powertel Certificate, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to a Powertel Certificate shall pass, only upon delivery of such Powertel Certificate to the Exchange Agent and shall be in a form and have such other provisions as VoiceStream may reasonably specify), and (ii) instructions for use in effecting the surrender of Powertel Certificates in exchange for the property described in the next sentence. Upon surrender for cancellation to the Exchange Agent of any Powertel Certificate(s) held by any holder of record of a Powertel Certificate, together with such letter of transmittal duly executed, such holder shall be entitled to receive in exchange therefor a VoiceStream Certificate (which shall not include any restrictive legends but may be subject to the agreement signed by Rule 145 Affiliates pursuant to Section 5.08(a) of this Agreement) representing the number of whole shares of VoiceStream Common Stock into which the shares of Powertel Stock represented by the surrendered Powertel Certificate(s) shall have been converted at the Effective Time pursuant to Section 1.06(c), cash in lieu of any fractional share of VoiceStream Common Stock in accordance with Section 1.07(e) and the dividends and other distributions in accordance with Section 1.07(d); and the Powertel Certificate(s) so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of shares of Powertel Stock that is not registered in the transfer records of Powertel, cash or a VoiceStream Certificate representing shares of VoiceStream Common Stock may be paid to or issued in a name other than that in which the Powertel Certificate surrendered in exchange therefor is registered, if such Powertel Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other Taxes required by reason of the payment to a person other than the registered holder of such Powertel Certificate or establish to the satisfaction of the Surviving Corporation that such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 1.07, each Powertel Certificate shall be deemed at any time after the ...

Exchange Procedure. (a) From and after the expiration of the Lock-Up Period (as defined in the Lock-Up Agreement) and subject to the terms of the OpCo LLC Agreement, each Unitholder (other than the Corporation) shall be entitled, upon the terms and subject to the conditions hereof, to surrender Paired Interests to OpCo in exchange for the delivery of the Stock Exchange Payment or, at the election of the Corporation, the Cash Exchange Payment, as applicable, (such exchange, a “Redemption” and, together with a Direct Exchange (as defined below), an “Exchange”); provided, that (absent a waiver by the Managing Member) any such Exchange is for a minimum of the lesser of (i) 100,000 Units (which minimum shall be equitably adjusted in accordance with any adjustments to the Exchange Rate) and (ii) all of the Units held by such Unitholder. (b) A Unitholder shall exercise its right to make an Exchange as set forth in Section 2.1(a) above by delivering to OpCo, with a copy to the Corporation, a written election of exchange in respect of the Paired Interests to be exchanged substantially in the form of Exhibit A hereto (an “Exchange Notice”) in accordance with this Section 2.1(b). A Unitholder may deliver an Exchange Notice with respect to an Unrestricted Exchange at any time, and, in any other case, during the Quarterly Exchange Notice Period preceding the desired Exchange Date. An Exchange Notice with respect to an Unrestricted Exchange may specify that the Exchange is to be contingent (including as to timing) upon the consummation of a purchase by another Person (whether in a tender or exchange offer, an underwritten offering or otherwise) of the Class A Common Stock into which the Exchanged Units are exchangeable, or contingent (including as to timing) upon the closing of an announced merger, consolidation or other transaction or event in which such Class A Common Stock would be exchanged or converted or become exchangeable for or convertible into cash or other securities or property. Notwithstanding anything to the contrary contained in this Agreement, if, in connection with an Exchange in accordance with this Section 2.1, a filing is required under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 (“HSR Act”), then the Exchange Date with respect to all Exchanged Units which would be exchanged into shares of Class A Common Stock resulting from such Exchange shall be delayed until the earlier of (i) such time as the required filing under the HSR Act has been made and the waiti...

Exchange Procedure. As soon as practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a Certificate (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancelation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which the shares formerly represented by such Certificate shall have been converted pursuant to Section 2.01(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares that is not registered in the stock transfer books of the Company, payment may be made to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate.

Exchange Procedure. I understand that this exchange is subject to each of the following terms and conditions: (a) The Company may reject this exchange for legal reasons, and this exchange shall become binding upon the Company only when accepted, in writing, by the Company. (b) This offer may not be withdrawn by me. (c) The share certificates to be issued and delivered pursuant to this exchange will be issued in the name of and delivered to the undersigned.

Exchange Procedure. (a) In order to effect the exchange of Exchangeable LP Units for Fund Units pursuant to this Agreement, an Exchangeable LP Unitholder shall deliver to Holding GP, in its capacity as general partner of Extendicare Holding Partnership, a duly completed and executed Exchange Notice together with certificates representing the Exchangeable LP Units being exchanged, duly endorsed in blank for transfer, whereupon Holding GP will deliver a copy of such Exchange Notice to Extendicare Trust and the Fund. (b) Upon the exercise of the Exchange Right in accordance with Section 2.5(a), the exchange shall be effected as follows: (i) upon receipt of a copy of an Exchange Notice from Holding GP, Extendicare Trust will forthwith subscribe for the Applicable Number of Fund Units at a subscription amount per Fund Unit equal to the Market Price of a Fund Unit and shall satisfy the subscription amount therefor by issuing to the Fund that number of Trust Units equal to the number of Exchangeable LP Units being exchanged as specified in the Exchange Notice. Upon receipt of such Trust Units, the Fund will forthwith issue and deliver to Extendicare Trust the Applicable Number of Fund Units for the Exchangeable LP Units being exchanged as specified in the Exchange Notice and cancel that number of Special Voting Units in the name of the Exchangeable LP Unitholder who issued the Exchange Notice equal to the number of Exchangeable LP Units being exchanged and revise the Fund’s register of holders of Special Voting Units to reflect such cancellation; (ii) Extendicare Trust will immediately deliver or cause to be delivered to Holding GP the Fund Units acquired pursuant to Section 2.5(b)(i), duly endorsed in blank for transfer, and Holding GP will immediately cause to be issued in the name of Extendicare Trust certificates representing such number of Class A Units equal to the number of Exchangeable LP Units being exchanged and will enter Extendicare Trust in Extendicare Holding Partnership’s register of limited partners in respect of the Class A Units being issued to Extendicare Trust; (iii) Holding GP will immediately effect the exchange by (A) transferring to the Exchangeable LP Unitholder that number of Fund Units to be received on the exchange, and (B) delivering to the Exchangeable LP Unitholder the cheque of Extendicare Holding Partnership for the Distribution Amount, and (C) causing such exchanged Exchangeable LP Units to be cancelled and by making the corresponding entries to ref...

Exchange Procedure. 3.1 The procedures to be followed in establishing any exchange scheme or progamme or any form of cooperative work under this MOU will be as follows: 3.1.1 Proposals for any form of cooperative work which falls under the scope and fields of academic link and cooperation provided in this MOU will be submitted through liaison officers diseignated by both Participant; 3.1.2 The names of the liaison officers designated by both Participants will be maade known to each other in writing from time to time. 3.1.3 The liaison officers will jointly decide on any proposals for any form of cooperative work, provided that the final approval for any exchange scheme, programme or any form of cooperative work under this MOU will be decided and confirmed in writing under the signatures of both Rectors. 3.1.4 The liaison officer who will prepare and supervise the program to be implemented and present a joint annual report about the activities of this MOU to both Participant. 3.1.5 The scope, terms and conditions of any approved exchange scheme, programme or any form of cooperative work will be provided in an Addendum to this MOU as and when the need arises. 3.1.6 The exchange of staff, students or teaching, research and Library materials need not be reciprocal simultaneously.

Exchange Procedure. I understand that this exchange is subject to each of the following terms and conditions: (a) The Company may reject this exchange for legal reasons, and this exchange shall become binding upon the Company only when accepted, in writing, by the Company. (b) This offer may not be withdrawn by me. (c) The share certificates to be issued and delivered pursuant to this exchange will be issued in the name of and delivered to me.