Exercise of Exchange Right; No Adjustment for Interest or Dividends Sample Clauses

This clause defines the process by which a party may exercise its right to exchange one security or instrument for another, while clarifying that no adjustments will be made for any interest or dividends accrued prior to the exchange. In practice, this means that when the exchange right is exercised, the party receives the new security but does not receive any compensation for interest or dividends that may have accumulated on the original security up to the date of exchange. The core function of this clause is to set clear expectations regarding the financial entitlements associated with the exchange, thereby preventing disputes over interest or dividend payments during the transition.
Exercise of Exchange Right; No Adjustment for Interest or Dividends. In order to exercise the exchange right with respect to any Exchangeable Debenture in certificated form, the Company must receive at the office or agency of the Company maintained for that purpose in the City of New York or, at the option of such Holder, the Corporate Trust Office, such Exchangeable Debenture with the original or facsimile of the form entitled “Exchange Notice” on the reverse thereof, duly completed and signed manually or by facsimile, together with such Exchangeable Debentures duly endorsed for transfer, accompanied by the funds, if any, required by this Section 6.02. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Host REIT Common Stock that shall be issuable on such exchange shall be issued, and shall be accompanied by transfer or similar taxes, if required pursuant to Section 6.06. To exchange an Exchangeable Debenture held in book-entry form, a Holder must exchange by book-entry transfer to the Exchange Agent through the facilities of DTC and the Exchange Notice must comply with all applicable DTC procedures. To exchange an Exchangeable Debenture held in certificated form, a Holder must (i) complete and manually sign an Exchange Notice, a form of which is on the back of the Exchangeable Debenture, and deliver the Exchange Notice to the Exchange Agent; (ii) surrender the Exchangeable Debenture to the Exchange Agent’ (iii) if required by the Exchange Agent, furnish appropriate endorsement and transfer documents; and (iv) pay all required transfer or similar taxes. Holders may also obtain copies of the required form of the Exchange Notice from the Exchange Agent. The date on which the Holder satisfies all such requirements shall be deemed to be the date on which the applicable Exchangeable Debentures shall have been tendered for exchange. Whether the Exchangeable Debentures to be exchanged are held in book-entry or certificated form, the Exchange Notice will require the Holder to certify that it or the Person on whose behalf the Exchangeable Debentures are being exchanged is a QIB within the meaning of Rule 144A under the Securities Act. Exchangeable Debentures in respect of which a Holder has delivered a Repurchase Notice or a Designated Event Repurchase Notice may be exchanged only if such notice is withdrawn in accordance with the terms of Section 5.03 or Section 5.04, as the case may be. Upon surrender of an Exchangeable Debenture for exchange by a Hold...
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Exercise of Exchange Right; No Adjustment for Interest or Dividends. In order to exercise the exchange right with respect to any Note in certificated form, the Trustee must receive at the Corporate Trust Office such Note with the original or facsimile of the form entitled “Exchange Notice” on the reverse thereof, duly completed and signed manually or by facsimile, together with such Notes duly endorsed for transfer, accompanied by the funds, if any, required by this Section 13.02. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Stock that shall be deliverable on such exchange shall be delivered, and shall be accompanied by transfer or similar taxes, if required pursuant to Section 13.06. To exchange the Notes, a Holder must (a) complete and manually sign the Exchange Notice on the reverse of the Note (or complete and manually sign a facsimile of such notice) and deliver such notice to the Exchange Agent at the office maintained by the Exchange Agent for such purpose, (b) with respect to Notes that are in certificated form, surrender the Notes to the Exchange Agent, (c) furnish appropriate endorsements and transfer documents if required by the Exchange Agent and (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all such requirements shall be deemed to be the date on which the applicable Notes shall have been tendered for exchange. Whether the Notes to be exchanged are held in book-entry or certificated form, the Exchange Notice will require the Holder to certify that it is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act. If the Issuer is required to deliver shares of Common Stock (upon settlement in accordance with Section 13.09(c), Section 13.09(d) or Section 13.09(f), on or prior to the third Business Day immediately following the last day of the Applicable Observation Period, and upon settlement in accordance with Section 13.09(b), on or prior to the third Trading Day immediately following the relevant Exchange Date) after satisfaction of the requirements for exchange set forth above, subject to compliance with any restrictions on transfer if shares deliverable on exchange are to be delivered in a name other than that of the Noteholder (as if such transfer were a transfer of the Note or Notes (or portion thereof) so exchanged), and in accordance with the time periods set forth in this Article 13, the Issuer shall issue and shall deliver to such Noteholder ...
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Exercise of Exchange Right; No Adjustment for Interest or Dividends. 62 Section 13.03. Cash Payments in Lieu of Fractional Shares 65 Section 13.04. Exchange Rate 65 Section 13.05. Adjustment of Exchange Rate 65 Section 13.06. Taxes on Shares Issued 73 Section 13.07. Reservation of Shares, Shares to Be Fully Paid; Compliance with Governmental Requirements; Listing of Common Stock 73 Section 13.08. Responsibility of Trustee 73 Section 13.09. Notice to Holders Prior to Certain Actions 74 Section 13.10. Settlement upon Exchange 75 Section 13.11. Exchange Rate Adjustment After Certain Designated Events 76 Section 13.12. Ownership Limit 77 Section 13.13. Calculations in Respect of Notes 77
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Related to Exercise of Exchange Right; No Adjustment for Interest or Dividends

  • No Adjustment for Dividends Except as provided in Section 6.1, no adjustment in respect of any dividends shall be made during the term of the Warrant or upon the exercise of this Warrant.

  • Exercise of Conversion Right To exercise the conversion right, the Holder of the Debenture shall surrender to the Company such Debentures, duly endorsed, accompanied by written Notice of Conversion to the Company in the form provided in this Debenture that the Holder elects to convert such Debenture, or if less than the entire principal amount thereof is to be converted, the specified portion. Debentures shall be deemed to have been converted immediately prior to the close of business on the day of surrender of such Debentures for conversion in accordance with the foregoing provisions, and at such time the rights of the Holders of such Debentures as Holders shall cease, and the person or persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of such Common Stock as and after such time. Within two days after the conversion date, the Company, without cost to the Holder, shall issue and deliver to Holder the converted Debenture or the person, specified by such Holder, a certificate for the number of full shares of Common Stock issuable upon conversion registered in the name of such Holder or such other person as shall have been specified by such Holder and all accrued and unpaid interest on the converted Debenture or portion there upon which the Holder does not elect to receive payment in Common Stock. Upon Conversion of this Debenture, the Company shall take all such actions as are necessary in order to insure that the Common Stock issuable with respect to such conversion shall be validly issued, fully paid and nonassessable. The Company shall not close its books against the transfer of Common Stock issued or issuable upon conversion of this Debenture in any manner that interferes with the timely conversion of this Debenture. The Company shall assist and cooperate with any Holder of this Debenture required to make any governmental filings or obtain any governmental approval prior to or in connection with the conversion of this Debenture (including, without limitation, making any filings required to be made by the Company). The conversion rights of any Debenture subject to redemption hereunder shall terminate on the Redemption Date for such Debenture unless the Company has failed to pay to Holder thereof the Redemption Price of such Debenture or portion thereof.

  • Reservation of Shares Issuable Upon Conversion The Company covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of this Debenture and payment of interest on this Debenture, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders of the Debentures), not less than such aggregate number of shares of the Common Stock as shall (subject to the terms and conditions set forth in the Purchase Agreement) be issuable (taking into account the adjustments and restrictions of Section 5) upon the conversion of the outstanding principal amount of this Debenture and payment of interest hereunder. The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable and, if the Registration Statement is then effective under the Securities Act, shall be registered for public sale in accordance with such Registration Statement.

  • Reservation of Stock, Etc., Issuable on Exercise of Warrant The Company will at all times reserve and keep available, solely for issuance and delivery on the exercise of this Warrant, shares of Common Stock (or Other Securities) from time to time issuable on the exercise of this Warrant.

  • Exercise of Put Option Each Paying Agent shall make available to Noteholders during the period specified in Condition 9(g) (Redemption at the option of Noteholders), or such other period as may be specified in the relevant Final Terms applicable to the Notes, for the deposit of Put Option Notices forms of Put Option Notice upon request during usual business hours at its Specified Office. Upon receipt by a Paying Agent of a duly completed Put Option Notice and, in the case of a Put Option Notice relating to Definitive Notes, such Definitive Notes in accordance with Condition 9(g) (Redemption at the option of Noteholders), such Paying Agent shall notify the Issuer and (in the case of a Paying Agent other than the Fiscal Agent) the Fiscal Agent thereof indicating the certificate or serial numbers (if any) and principal amount of the Notes in respect of which the Put Option is exercised. Any such Paying Agent with which a Definitive Note is deposited shall deliver a duly completed Put Option Receipt to the depositing Noteholder and shall hold such Definitive Note on behalf of the depositing Noteholder (but shall not, save as provided below or in the Conditions, release it) until the Optional Redemption Date (Put), when it shall present such Definitive Note to itself for payment of the redemption moneys therefor and interest (if any) accrued to such date in accordance with the Conditions and Clause 7 (Payments to Noteholders) and pay such amounts in accordance with the directions of the Noteholder contained in the Put Option Notice; provided, however, that if, prior to the Optional Redemption Date (Put), such Definitive Note becomes immediately due and payable or upon due presentation of such Definitive Note payment of such redemption moneys is improperly withheld or refused, the relevant Paying Agent shall mail notification thereof to the depositing Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice and shall hold such Note at its Specified Office for collection by the depositing Noteholder against surrender of the relevant Put Option Receipt. For so long as any outstanding Definitive Note is held by a Paying Agent in accordance with the preceding sentence, the depositor of the relevant Definitive Note, and not the relevant Paying Agent, shall be deemed to be the bearer of such Definitive Note for all purposes. Any Paying Agent which receives a Put Option Notice in respect of Notes represented by a Permanent Global Note shall make payment of the relevant redemption moneys and interest accrued to the Optional Redemption Date (Put) in accordance with the Conditions, Clause 7 (Payments to Noteholders) and the terms of the Permanent Global Note.