Optional Exchange Clause Samples
The Optional Exchange clause grants one or more parties the right, but not the obligation, to exchange a specified asset, security, or contractual position under certain conditions. Typically, this clause outlines the procedures, timing, and requirements for initiating the exchange, such as providing notice or meeting eligibility criteria. Its core practical function is to provide flexibility and strategic options to the parties, allowing them to respond to changing circumstances or market conditions without being compelled to act unless it is advantageous to do so.
Optional Exchange. (a) The terms and conditions, if any, of an Optional Exchange will be specified in the related Supplement; provided, however, that any right of Optional Exchange shall be exercisable only to the extent that the Depositor provides upon the Trustee's request an Opinion of Counsel that (i) such exchange would not be inconsistent with continued satisfaction of the applicable requirements for exemption under Rule 3a-7 (or other applicable rule or exemption) under the Investment Company Act of 1940, as amended, and all applicable rules, regulations and interpretations thereunder and (ii) such exchange would not affect the characterization of the Trust as a "grantor trust" under the Code. The terms of an Optional Exchange may include, but are not limited to, the following:
(i) a requirement that the exchanging Holder tender to the Trustee Certificates of each Class within such Series;
(ii) a minimum Certificate Principal Balance or Notional Amount, as applicable, with respect to Certificates being tendered for exchange by a single Holder;
(iii) a requirement that the Certificate Principal Balance or Notional Amount, as applicable, of each Certificate tendered for exchange be an Authorized Denomination;
(iv) specified dates on which a Holder may effect such an Optional Exchange (each, an "Optional Exchange Date"), as specified in the applicable Supplement;
(v) limitations on the right of an exchanging Holder to receive any benefit upon Optional Exchange from any Credit Support; and
(vi) adjustments to the value of the proceeds of any Optional Exchange based upon required prepayment of future expense allocations and the establishment of a reserve for any unanticipated Extraordinary Trust Expenses.
(b) Unless otherwise provided in the applicable Supplement, no Certificate may be exchanged pursuant to this Section 4.07 unless the Trustee has received at least 30 days (or such shorter period acceptable to the Trustee or specified in the applicable Supplement) but not more than 45 days prior to an Optional Exchange Date a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., the Depository (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the Holder, the Certificate Principal Balance or Notional Amount of such Registered Certificate to be exchanged and the number or a description of the tenor ...
Optional Exchange. (a) A Trust Agreement may designate a series of Units as Exchangeable Units. In order for a Unit of a given Exchangeable Series (or Class within such Exchangeable Series) to be exchanged by the applicable Unitholder, the Trustee must receive, at least 30 (or such shorter period acceptable to the Trustee) but not more than 45 days prior to an Optional Exchange Date (i) such Unit with the form entitled "Option to Elect Exchange" on the reverse thereof duly completed or (ii) in the case of Registered Units, a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., the Depositary (in accordance with its normal procedures) or a commercial bank or trust company in the United States setting forth the name of the Holder of such Registered Unit, the Unit Principal Balance or Notional Amount of such Registered Unit to be exchanged, the certificate number or a description of the tenor and terms of such Registration Unit, a statement that the option to elect exchange is being exercised thereby and a guarantee that the Registered Unit to be exchanged with the form entitled "Option to Elect Exchange" on the reverse of the Registered Unit duly completed will be received by such Trustee not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter. If the procedure described in clause (ii) of the preceding sentence is followed, then such Registered Unit and form duly completed must be received by such Trustee by such fifth Business Day. Any tender of a Unit by the Holder for exchange shall be irrevocable. The exchange option may be exercised by the Holder of a Unit for less than the entire Unit Principal Balance of such Unit provided that the Unit Principal Balance or Notional Amount, as applicable, of such Unit remaining outstanding after redemption is an authorized denomination and all other exchange requirements set forth in the related Trust Agreement are satisfied. Upon such partial exchange, such Unit shall be canceled and a new Unit or Units for the remaining Unit Principal Balance thereof shall be issued (which, in the case of any Registered Unit, shall be in the name of the Holder of such exchanged Unit).
(b) Unless otherwise provided in the Trust Agreement, upon the satisfaction of the foregoing conditions and any applicable conditions with respect to the related Trust Property, the applicable Unitholder will be entitled...
Optional Exchange. (a) Merrill Lynch & Co. or any of its Affiliates (other than the Deposito▇), ▇▇ i▇ ▇▇▇ds Certificates, or any other (i) Person or (ii) group of Affiliated Persons (in each case other than the Depositor) holding Class A Certificates with an aggregate stated amount of $5 million or more and an equal aggregate notional principal amount of Class B Certificates, all acquired pursuant to the exercise of Class A Call Rights or Class B Call Rights held by it, (provided that, in the case of a group of Affiliated Persons, no single Affiliated Person holds Class A Certificates with an aggregate stated amount of less than $500,000 and Class B Certificates with a notional principal amount of less than $500,000 acquired pursuant to the exercise of Class A Call Rights or Class B Call Rights, as applicable, held by it) may notify the Trustee, not less than 30 days but not more than 60 days prior to any Optional Exchange Date, that:
Optional Exchange. 11 Section 8. Notices of Events of Default..................................13 Section 9. Miscellaneous.................................................13 Section 10. Governing Law.................................................16 Section 11. Counterparts..................................................16 Section 12. Termination of the Trust......................................16 Section 13. Sale of Underlying Securities;................................16 Section 14. Amendments....................................................16 Section 15. Voting of Underlying Securities, Modification of Indenture....17
Optional Exchange. In the event that the Board of Directors acting in good faith shall determine that conditions exist which would eliminate or otherwise materially diminish in any respect the benefits intended to be afforded to the holders of Rights pursuant to this Agreement, the Board of Directors may at its option and without seeking the approval of holders of Common Shares or Rights at any time after a Flip-in Event has occurred, authorize the Corporation to issue and deliver in respect of each Right which is not void pursuant to Section 3.1(b) either:
(i) in return for the Exercise Price and Right, cash, debt, equity or other securities or other property or assets (or a combination thereof) having a value equal to twice the Exercise Price; or
(ii) in return for the Right and without further charge, subject to any amounts that may be required to be paid under applicable law, cash, debt, equity or other securities or other property or assets (or a combination thereof), having a value equal to the Exercise Price; in full and final settlement of all rights attaching to the Rights; provided that the value of any such debt, equity or other securities or other property or assets shall be determined by the Board of Directors who may rely for that purpose on the advice of a nationally recognized Canadian firm of investment dealers or investment bankers selected by the Board of Directors. To the extent that the Board of Directors determines in good faith that any action need be taken pursuant to this Section 3.2, the Board of Directors may suspend the exercisability of the Rights for a period up to 60 days following the date of the occurrence of the relevant Flip-in Event in order to determine the appropriate form and value of cash, debt, equity or other securities or other property or assets (or a combination thereof to be issued or delivered on such exchange for Rights. In the event of any such suspension, the Corporation shall notify the Rights Agent and issue as promptly as practicable a public announcement stating that the exercisability of the Rights has been temporarily suspended.
Optional Exchange. For so long as this Note remains outstanding, except in connection with an Exempt Issuance, the Holder shall have the right to participate in any offering of the Borrower’s Common Stock or Common Stock Equivalents on the same terms and conditions as any other subscriber, investor or participant in such offering and apply all or some of the amounts outstanding on this Note as payment for the securities to be acquired pursuant to such other offering.
Optional Exchange. To exchange any Exchange Amount on any date (an “Exchange Date”), the Holder shall transmit by facsimile (or otherwise deliver), for receipt on such date, a copy of an executed Exchange Notice. The Holder shall not be required to deliver the original of this Warrant in order to effect an exchange hereunder. Execution and delivery of an Exchange Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original of this Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. Execution and delivery of an Exchange Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant after delivery of the Warrant Shares in accordance with the terms hereof.
Optional Exchange. The exercise of an Optional Exchange in accordance with Section 7 of the Series Supplement, in which case, (1) a portion of the Notional Amount of the Transactions equal to the related Optional Exchange shall be terminated and (2) the Early Termination Date with respect to such portion of the Notional Amount of the Transactions shall be the related date the Optional Exchange is exercised. For the purposes the foregoing Additional Termination Event, Party B shall be the Affected Party.
Optional Exchange. Global Notes may be exchanged for definitive Bearer Notes or Certificates at the option of the holder of the Global Note if the relevant Clearing System is closed for a continuous period of 14 days (other than for holidays) or ceases to make its book-entry system available for settlement of interests in the Global Note and no other Clearing System satisfactory to the Trustee and the Principal Paying Agent is available.
Optional Exchange. 24 Section 4.08. Call Right...............................................25 Article V THE CERTIFICATES.................................................26 Section 5.01. The Certificates.........................................26 Section 5.02. Execution, Authentication and Delivery...................26 Section 5.03. Temporary Certificates...................................27 Section 5.04. Registration; Registration of Transfer and Exchange......27 Section 5.05. Mutilated, Destroyed, Lost and Stolen Certificates.......28 Section 5.06. Persons Deemed Owners....................................29 Section 5.07. Cancellation.............................................29