Procedures for Exchange Sample Clauses

Procedures for Exchange. (a) In order to effect an exchange of Exchangeable Notes, the Noteholder shall notify the Exchange Administrator in writing, substantially in the form of Exhibit B hereto, by e-mail at ▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇, and in accordance with the requirements set forth herein, no later than two Business Days before the proposed exchange date. The exchange date with respect to any exchange can be any Business Day other than the first or last Business Day of the month, the Payment Date, the Record Date related to the next Payment Date or the Business Day following such Record Date. The notice must be on the Noteholder's letterhead, carry a medallion stamp guarantee and set forth the following information: (i) the CUSIP number of each Exchangeable Note or Notes (as applicable) to be exchanged and of each Exchangeable Note or Notes (as applicable) to be received; (ii) the outstanding Class Principal Balance (or Notional Principal Amount) and the original Class Principal Balance (or Notional Principal Amount) of the Exchangeable Notes to be exchanged; (iii) the Noteholder’s DTC participant numbers to be debited and credited; and (iv) the proposed exchange date. After receiving the notice, the Exchange Administrator will e-mail the Noteholder with wire payment instructions relating to the exchange fee. The Noteholder will utilize the “Deposit and Withdrawal System” at DTC to exchange the Exchangeable Notes. A notice becomes irrevocable on the second Business Day before the proposed exchange date. (b) Notwithstanding any other provision herein set forth, a fee shall be payable by the exchanging Noteholder to the Exchange Administrator in connection with each exchange equal to $5,000. Such fee must be received by the Exchange Administrator prior to the exchange date or such exchange shall not be effected. In addition, any Holder wishing to effect an exchange must pay any other expenses related to such exchange, including any fees charged by DTC. (c) The Exchange Administrator shall notify the Global Agent with respect to any exchanges of Class M Notes for MAC Notes (and vice versa) at the time of such exchange. (d) The Global Agent will make the first distribution on a Class M Note or a MAC Note received in an exchange transaction on the Payment Date in the month following the exchange to the Noteholder of record as of the close of business on the last day of the month of the exchange.

Procedures for Exchange. (a) In order to effect an exchange of Exchangeable Notes and MAC Notes (except with respect to the deemed exchange of the Class M-3A and Class M-3B Notes in their entirety for the Class M-3 Notes on the Closing Date), the Noteholder shall notify the Exchange Administrator in writing, substantially in the form of Exhibit B hereto, by e-mail at ▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇, and in accordance with the requirements set forth herein, no later than two Business Days before the proposed exchange date. The exchange date with respect to any such exchange can be any Business Day other than the first or last Business Day of the month, a Payment Date, the Record Date related to the next Payment Date or the Business Day following such Record Date. The notice must be on the Noteholder's letterhead, carry a medallion stamp guarantee and set forth the following information: (i) the CUSIP number of each Exchangeable Note or Notes and MAC Note or Notes (as applicable) to be exchanged and of each Exchangeable Note or Notes and MAC Note or Notes (as applicable) to be received; (ii) the outstanding Class Principal Balance (or Notional Principal Amount) and the original Class Principal Balance (or Notional Principal Amount) of the Exchangeable Notes and MAC Notes to be exchanged; (iii) the Noteholder’s DTC participant numbers to be debited and credited; and

Procedures for Exchange. As promptly as practicable after the First Effective Time (and in any event, within three (3) Business Days thereafter), Parent will cause the Exchange Agent to mail to each holder of record of Certificates, which shares of Company Common Stock were converted into the right to receive the Merger Consideration at the First Effective Time pursuant to this Agreement: (i) a letter of transmittal, which will specify that delivery will be effected, and risk of loss and title to the Certificates (if any) will pass, only upon delivery of such Certificates to the Exchange Agent, and will otherwise be in such form and have such other provisions as Parent or the Exchange Agent may reasonably specify and (ii) instructions for effecting the surrender of the Certificates in exchange for delivery of the Merger Consideration. Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by P▇▇▇▇▇, and upon delivery of a letter of transmittal, duly executed and in proper form, with respect to such Certificates, the holder of such Certificates will be entitled to receive the Merger Consideration for each share of Company Common Stock formerly represented by such Certificates. Any Certificates so surrendered will forthwith be cancelled. The Merger Consideration delivered upon the surrender for exchange of Certificates will be deemed to have been delivered in full satisfaction of all rights pertaining to shares of Company Common Stock formerly represented by such Certificates. If delivery of the Merger Consideration is to be made to a Person other than the Person in whose name any surrendered Certificate is registered, it will be a condition precedent of delivery of the Merger Consideration that the Certificate so surrendered will be properly endorsed or will be otherwise in proper form for transfer, and the Person requesting such delivery will have paid any transfer or other Taxes required by reason of the delivery of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered or will have established to the satisfaction of the Exchange Agent that such Taxes either have been paid or are not payable. Any holder of Book-Entry Shares shall not be required to deliver a Certificate or an executed letter of transmittal or surrender such Book-Entry Shares to the Exchange Agent to receive the Merger Consideration that such holder is entitled to receive. In lieu thereof, upon rece...

Procedures for Exchange. (a) On the Closing Date, promptly after the First Effective Time, the Exchange Agent shall, and Remainco and RMT Partner shall cooperate to cause the Exchange Agent to, deliver to each record holder of shares of Spinco Common Stock following the Spinco Distribution and immediately prior to the First Effective Time, a book-entry authorization representing the number of whole shares of RMT Partner Common Stock that such holder has the right to receive pursuant to Section 3.1 (and cash in lieu of fractional shares of RMT Partner Common Stock as contemplated by Section 4.6, together with any dividends and other distributions pursuant to Section 4.4). (b) No interest will be paid or accrued on any amount payable for shares of Spinco Common Stock or on any other amount to a holder of shares of Spinco Common Stock following the Spinco Distribution and immediately prior to the First Effective Time has a right to receive pursuant to ARTICLE III and this ARTICLE IV. (c) The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to RMT Partner Common Stock held by it for the account of the Persons entitled thereto.

Procedures for Exchange. (a) On the Closing Date, promptly after the Effective Time, the Exchange Agent shall, and Remainco and RMT Partner shall cooperate to cause the Exchange Agent to, deliver to each record holder of shares of Spinco Common Stock following the Distribution and immediately prior to the Effective Time, a book-entry authorization representing the number of whole shares of RMT Partner Common Stock that such holder has the right to receive pursuant to Section 3.1 (and cash in lieu of fractional shares of RMT Partner Common Stock as contemplated by Section 4.6, together with any dividends and other distributions pursuant to Section 4.4). (b) No interest will be paid or accrued on any amount payable for shares of Spinco Common Stock or on any other amount to a holder of shares of Spinco Common Stock following the Distribution and immediately prior to the Effective Time has a right to receive pursuant to ARTICLE III and this ARTICLE IV. (c) The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to RMT Partner Common Stock held by it for the account of the Persons entitled thereto.

Procedures for Exchange. As promptly as reasonably practicable following the Effective Time and in any event not later than two

Procedures for Exchange. The two methods first set forth on each of Schedule 1.1A and 1.1B will be the two methods first exchanged by PharmaKinetics and Cephac. The exchange of these methods will be used to develop procedures for exchange of the other methods and to evaluate the difficulty of transferring the other methods. PharmaKinetics and Cephac shall use their best efforts to (i) develop procedures to validate the methods, (ii) develop procedures for transferring standard operating procedures related to the methods, (iii) provide personnel knowledgeable with the methods and standard operating procedures to assist in their transfer, and (iv) take such other actions as may be required to transfer the methods and standard operating procedures. Each party shall bear the cost of (i) travel expenses of its employees who are sent to the other party's facilities and (ii) housing and living expenses of the other party's employees who are visiting its facilities.

Procedures for Exchange. Subject to the terms and conditions of this Agreement, you are authorized to accept Old UHS Shares and Old FSAC Shares and to exchange them for New Shares, and in the case of Old UHS Shares, cash, in accordance with this Section 1, and to act in accordance with the provisions of this Agreement. Subject to the terms and conditions of this Agreement, you shall: (a) with respect to accounts with certificated or mixed certificated and book-entry Old UHS Shares: (i) at the direction of the Company, mail, by first class mail, each of the documents described under clauses (a) and (b) above, together with a return envelope, to holders of record of Old UHS Shares as set forth in the Record Stockholder List (as defined below); (ii) upon the Company’s confirmation of the Effective Time as specified in the next paragraph of this Section 1, (A) accept certificates representing the Old UHS Shares, if any, together with the accompanying Letters of Transmittal, sent to the Exchange Agent by such holders for exchange; (B) debit all book-entry Old UHS Shares held in the stockholder accounts in the register of Old UHS Shares as set forth in the Record Stockholder List; (C) credit the appropriate number of book-entry New Shares to the person whose name has been specified in the instructions contained in the Letter of Transmittal, and transfer by wire transfer of immediately available funds, any cash entitlement to each such holder, and (D) mail a transaction notice reflecting such credit to each such holder.

Procedures for Exchange. The number of Series B Preference Shares to be surrendered by each Preferred Shareholder in exchange for the Cash Payment Amount and the Exchange Shares in the Exchange is set forth on Schedule I of this Agreement, in column II, which represents all of the Series B Preference Shares beneficially owned by such Preferred Shareholder. Each Preferred Shareholder hereby acknowledges and agrees that as a result of the Exchange, the Series B Preference Shares held by such Preferred Shareholder shall be cancelled and shall cease to be issued and outstanding. To the extent applicable, at the Closing, each Preferred Shareholder shall deliver to TPRe stock certificates evidencing the outstanding Series B Preference Shares held by such Preferred Shareholder for cancellation, or an affidavit of lost certificate in customary form. The Parties shall work in good faith to prepare a written calculation of the Exchange Amount and the number of Exchange Shares to be issued to each Preferred Shareholder in the Exchange or, if TPRe elects to pay the Cash Payment Amount, a written calculation of the Cash Payment Amount and the portion of the Cash Payment Amount to be paid to each Preferred Shareholder, no later than five (5) Business Days prior to the Closing. If TPRe elects to make any Cash Payment Amount, at the Closing, TPRe shall deliver the applicable portion of the Cash Payment Amount to each Preferred Shareholder by wire transfer of immediately available U.S. federal funds, to an account designated by such Preferred Shareholder in writing.