Common use of Exercise Instructions Clause in Contracts

Exercise Instructions. Subject to the terms and conditions herein set forth, a Holder shall be entitled, upon the occurrence and during the continuance of an Insolvency Event, to instruct the Trustee to exercise the Exchange Right with respect to all or any part of the Series 1 Exchangeable Shares registered in the name of such Holder on the books of Services. To cause the exercise of the Exchange Right by the Trustee, the Holder shall deliver to the Trustee, in person or by certified or registered mail, at its principal office in Calgary, Alberta, or in Toronto, Ontario or at such other places in Canada as the Trustee may from time to time designate by written notice to the Holders, the certificates representing the Series 1 Exchangeable Shares which such Holder desires Weatherford to purchase, duly endorsed in blank, and accompanied by such other documents and instruments as may be required to effect a transfer of Series 1 Exchangeable Shares under the Business Corporations Act (Alberta), other applicable laws, if any, and the by-laws of Services and such additional documents and instruments as the Trustee may reasonably require together with (i) a duly completed form of notice of exercise of the Exchange Right, contained on the reverse of or attached to the Series 1 Exchangeable Share certificates, stating (A) that the Holder thereby instructs the Trustee to exercise the Exchange Right so as to require Weatherford to purchase from the Holder the number of Series 1 Exchangeable Shares specified therein, (B) that such Holder has good title to and owns all such Series 1 Exchangeable Shares to be acquired by Weatherford free and clear of all liens, claims and encumbrances, (C) the names in which the certificates representing Weatherford Common Stock issuable in connection with the exercise of the Exchange Right are to be issued and (D) the names and addresses of the persons to whom the Series 1 Exchangeable Share Consideration should be delivered and (ii) payment (or evidence satisfactory to the Trustee, Services and Weatherford of payment) of the taxes (if any) payable as contemplated by Section 5(h) of this agreement. If only a part of the Series 1 Exchangeable Shares represented by any certificate or certificates delivered to the Trustee are to be purchased by Weatherford under the Exchange Right, a new certificate for the balance of such Series 1 Exchangeable Shares shall be issued to the Holder at the expense of Services.

Appears in 1 contract

Sources: Combination Agreement (Weatherford International Inc /New/)

Exercise Instructions. Subject to the terms and conditions herein set forth, a Holder shall be entitled, upon the occurrence and during the continuance of an Insolvency Event, to instruct the Trustee to exercise the Exchange Right with respect to all or any part of the Series 1 Exchangeable Shares registered in the name of such Holder on the books of ServicesVESI. To cause the exercise of the Exchange Right by the Trustee, the Holder shall deliver to the Trustee, in person or by certified or registered mail, at its principal office in Calgary, Alberta, or in Toronto, Ontario or at such other places in Canada as the Trustee may from time to time designate by written notice to the Holders, the certificates representing the Series 1 Exchangeable Shares which such Holder desires Weatherford Veritas to purchase, duly endorsed in blank, and accompanied by such other documents and instruments as may be required to effect a transfer of Series 1 Exchangeable Shares under the Business Corporations Act (Alberta), other applicable laws, if any, and the by-laws of Services VESI and such additional documents and instruments as the Trustee Trustee, VESI and Veritas may reasonably require together with (i) a duly completed form of notice of exercise of the Exchange Right, contained on the reverse of or attached to the Series 1 Exchangeable Share certificates, stating (A) that the Holder thereby instructs the Trustee to exercise the Exchange Right so as to require Weatherford Veritas to purchase from the Holder the number of Series 1 Exchangeable Shares specified therein, (B) that such Holder has good title to and owns all such Series 1 Exchangeable Shares to be acquired by Weatherford Veritas free and clear of all liens, claims and encumbrances, (C) the names in which the certificates representing Weatherford Veritas Common Stock issuable in connection with the exercise of the Exchange Right are to be issued and (D) the names and addresses of the persons to whom the Series 1 Exchangeable Share Consideration should be delivered and (ii) payment (or evidence satisfactory to the Trustee, Services VESI and Weatherford Veritas of payment) of the taxes (if any) payable as contemplated by Section 5(h) of this agreement. If only a part of the the Series 1 Exchangeable Shares represented by any certificate or certificates delivered to the Trustee are to be purchased by Weatherford Veritas under the Exchange Right, a new certificate for the balance of such Series 1 Exchangeable Shares shall be issued to the Holder at the expense of ServicesVESI.

Appears in 1 contract

Sources: Voting and Exchange Trust Agreement (Veritas DGC Inc)

Exercise Instructions. Subject to the terms and conditions herein set forthforth herein, a Holder Beneficiary shall be entitled, entitled upon the occurrence and during the continuance of an Insolvency Event, to instruct the Trustee to exercise the Exchange Right with respect to all or any part of the Series 1 Exchangeable Shares registered in the name of such Holder on the books of ServicesBeneficiary. To In order to cause the Trustee to exercise of the Exchange Right by with respect to all or any part of the TrusteeExchangeable Shares registered in the name of a Beneficiary, the Holder such Beneficiary shall deliver to the Trustee, in person or by certified or registered mail, at its principal office in Calgary, Alberta, or in Toronto, Ontario or at such other places in Canada place as the Trustee may from time to time designate by written notice to the HoldersBeneficiaries, the certificates representing the Series 1 Exchangeable Shares which such Holder Beneficiary desires Weatherford the Parent or Callco to purchase, duly endorsed in blankblank for transfer, and accompanied by such other documents and instruments as may be required to effect a transfer of Series 1 the Exchangeable Shares under the Business Corporations Act (AlbertaBritish Columbia), other applicable laws, if any, and the by-laws constating documents of Services Exchangeco and such additional documents and instruments as the Parent, Exchangeco or the Trustee may reasonably require together with with: (ia) a duly completed form of notice of exercise of the Exchange Right, contained on the reverse of or attached to the Series 1 Exchangeable Share certificates, stating (Ai) that the Holder Beneficiary thereby instructs the Trustee to exercise the Exchange Right so as to require Weatherford the Parent or Callco to purchase from the Holder Beneficiary the number of Series 1 Exchangeable Shares specified therein, (Bii) that such Holder Beneficiary has good title to and owns all such Series 1 Exchangeable Shares to be acquired by Weatherford the Parent or Callco free and clear of all liens, claims claims, security interests and encumbrances, (Ciii) the names in which the certificates representing Weatherford Common Stock Parent Shares issuable in connection with the exercise of the Exchange Right are to be issued and (Div) the names and addresses of the persons to whom the Series 1 Exchangeable Share Consideration such new certificates should be delivered delivered; and WSLegal\073132\00009\12677454v12 (iib) payment (or evidence satisfactory to the TrusteeParent, Services Exchangeco and Weatherford the Trustee of payment) of the taxes (if any) payable as contemplated by Section 5(h) 5.8 of this agreementAgreement. If only a part of the Series 1 the Exchangeable Shares represented by any certificate or certificates delivered to the Trustee are to be purchased by Weatherford under the Parent or Callco pursuant to the exercise of the Exchange Right, a new certificate for the balance of such Series 1 Exchangeable Shares shall be issued to the Holder holder by the Transfer Agent for the Exchangeable Shares at the expense of ServicesExchangeco.

Appears in 1 contract

Sources: Exchange Agreement (Biotricity Inc.)

Exercise Instructions. Subject to the terms and conditions herein set forthforth herein, a Holder Beneficiary shall be entitled, entitled upon the occurrence and during the continuance of an Insolvency Event, to instruct the Trustee to exercise the Exchange Right with respect to all or any part of the Series 1 Exchangeable Shares registered in the name of such Holder on the books of ServicesBeneficiary. To In order to cause the Trustee to exercise of the Exchange Right by with respect to all or any part of the TrusteeExchangeable Shares registered in the name of a Beneficiary, the Holder such Beneficiary shall deliver to the Trustee, in person or by certified or registered mail, at its principal office in Calgary, Alberta, or in Toronto, Ontario or at such other places in Canada place as the Trustee may from time to time designate by written notice to the HoldersBeneficiaries, the certificates representing the Series 1 Exchangeable Shares which such Holder Beneficiary desires Weatherford Vail or Callco to purchase, duly endorsed in blankblank for transfer, and accompanied by such other documents and instruments as may be required to effect a transfer of Series 1 the Exchangeable Shares under the Business Corporations Act (AlbertaBritish Columbia), other applicable laws, if any, and the by-laws articles of Services Exchangeco and such additional documents and instruments as Vail, Exchangeco or the Trustee may reasonably require together with with: (ia) a duly completed form of notice of exercise of the Exchange Right, contained on the reverse of or attached to the Series 1 Exchangeable Share certificates, stating (Ai) that the Holder Beneficiary thereby instructs the Trustee to exercise the Exchange Right so as to require Weatherford Vail or Callco to purchase from the Holder Beneficiary the number of Series 1 Exchangeable Shares specified therein, (Bii) that such Holder Beneficiary has good title to and owns all such Series 1 Exchangeable Shares to be acquired by Weatherford Vail or Callco free and clear of all liens, claims claims, security interests and encumbrances, (Ciii) the names in which the certificates representing Weatherford Common Stock Vail Shares issuable in connection with the exercise of the Exchange Right are to be issued issued, and (Div) the names and addresses of the persons to whom the Series 1 Exchangeable Share Consideration such new certificates should be delivered and delivered; and (iib) payment (or evidence satisfactory to Vail, Exchangeco and the Trustee, Services and Weatherford Trustee of payment) of the taxes (if any) payable as contemplated by Section 5(h) 5.8 of this agreement. If Agreement; provided that if only a part of the Series 1 the Exchangeable Shares represented by any certificate or certificates delivered to the Trustee are to be purchased by Weatherford under Vail or Callco pursuant to the exercise of the Exchange Right, a new certificate for the balance of such Series 1 Exchangeable Shares shall be issued to the Holder holder at the expense of ServicesExchangeco.

Appears in 1 contract

Sources: Arrangement Agreement (Vail Resorts Inc)