Common use of Exercise Instructions Clause in Contracts

Exercise Instructions. Subject to the terms and conditions set forth herein and subject to the terms and conditions of the Share Provisions, a Beneficiary shall be entitled, upon the occurrence and during the continuance of an Insolvency Event, to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of such Beneficiary on the books of ExchangeCo. To cause the exercise of the Exchange Right, the Beneficiary shall deliver to Qualcomm and Bidco, in person or by certified or registered mail, at such place as Qualcomm and Bidco may from time to designate by written notice to the Beneficiaries, the certificate or certificates representing the Exchangeable Shares which such Beneficiary desires to have purchased, duly endorsed in blank for transfer, and accompanied by such other documents and instruments as Qualcomm, Bidco, ExchangeCo and the Transfer Agent may reasonably require, together with: (a) a duly completed form of notice of exercise of the Exchange Right, contained on the reverse of or attached to the Exchangeable Share certificates, stating: (i) that the Beneficiary is exercising the Exchange Right so as to require Bidco to purchase from the Beneficiary the number of Exchangeable Shares specified therein, (ii) that such Beneficiary has good title to and owns all such Exchangeable Shares to be acquired free and clear of all liens, claims, security interests and encumbrances, (iii) the names in which the certificates (or the electronic equivalent thereof) representing Qualcomm Shares issuable in connection with the exercise of the Exchange Right are to be issued, and (iv) the names and addresses of the persons to whom such new certificates (or the electronic equivalent thereof) should be delivered; and (b) payment (or evidence satisfactory to Qualcomm, Bidco, CallCo and ExchangeCo of payment) of the taxes (if any) payable as contemplated by Section 3.7 of this Agreement. If only a part of the Exchangeable Shares represented by any certificate or certificates are to be purchased under the Exchange Right, a new certificate (or the electronic equivalent thereof) for the balance of such Exchangeable Shares shall be issued to the holder at the expense of ExchangeCo.

Exercise Instructions. Subject to the terms and conditions herein set forth herein and subject to the terms and conditions of the Share Provisionsforth, a Beneficiary 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 Exchangeable Shares registered in the name of such Beneficiary on the books of ExchangeCothe Corporation. To cause the exercise of the Exchange RightRight by the Trustee, the Beneficiary shall deliver to Qualcomm and Bidcothe Trustee, in person or by certified or registered mail, at the Trustee’s office at ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ or at such other place as Qualcomm and Bidco the Trustee may from time to time designate by written notice to the Beneficiaries, the certificate or certificates representing the Exchangeable Shares which such Beneficiary desires PureRay Holdings to have purchasedpurchase, duly endorsed in blank for transfer, and accompanied by such other documents and instruments as Qualcomm, Bidco, ExchangeCo may be required to effect a transfer of Exchangeable Shares under the Canada Business Corporations Act and the Transfer Agent by-laws of the Corporation and such additional documents and instruments as the Trustee may reasonably require, together with: (a) a duly completed form of notice of exercise of the Exchange Right, contained on the reverse of or attached to the Exchangeable Share certificates, stating: (i) that the Beneficiary is exercising thereby instructs the Trustee to exercise the Exchange Right so as to require Bidco PureRay Holdings to purchase from the Beneficiary the number of Exchangeable Shares specified therein, (ii) that such Beneficiary has good title to and owns all such Exchangeable Shares to be acquired by PureRay Holdings free and clear of all liens, claims, security interests claims and encumbrances, (iii) the names in which the certificates (or the electronic equivalent thereof) representing Qualcomm PureRay U.S. Common Shares issuable in connection with the exercise of the Exchange Right are to be issued, and (iv) the names and addresses of the persons to whom such new certificates (or the electronic equivalent thereof) should be delivered; and (b) payment (or evidence of payment satisfactory to Qualcommthe Trustee, Bidcothe Corporation, CallCo PureRay U.S. and ExchangeCo of paymentPureRay Holdings) of the taxes (if any) payable as contemplated by Section 3.7 section 5.8 of this Agreement. If only a part of the Exchangeable Shares represented by any certificate or certificates delivered to the Trustee are to be purchased by PureRay Holdings under the Exchange Right, a new certificate (or the electronic equivalent thereof) for the balance of such Exchangeable Shares shall be issued to the holder at the expense of ExchangeCothe Corporation.