Exercise Instructions Sample Clauses
The 'Exercise Instructions' clause outlines the specific procedures and requirements that a party must follow to exercise a right or option under the agreement. Typically, this clause details the method of notification, any forms or documentation required, and the timeframe within which the right must be exercised. For example, it may require written notice to be delivered to a designated address within a certain number of days. The core function of this clause is to ensure that the process for exercising contractual rights is clear and standardized, thereby reducing the risk of disputes or misunderstandings between the parties.
Exercise Instructions. Subject to the terms and conditions herein set forth, a Beneficiary shall be entitled, upon the occurrence and during the continuance of an Insolvency Event, to instruct 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 ExchangeCo. To cause the exercise of the Exchange Right by Trustee, the Beneficiary shall deliver to Trustee, in person or by certified or registered mail, at its principal corporate trust office in Vancouver, British Columbia or at such other places in Canada as Trustee may from time to time designate by written notice to the Beneficiaries, the certificates representing the Exchangeable Shares which such Beneficiary desires Parent to purchase, duly endorsed in blank for transfer, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under applicable laws and the constating documents of ExchangeCo and such additional documents and instruments as Trustee, Parent or ExchangeCo 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 thereby instructs Trustee to exercise the Exchange Right so as to require Parent 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 Parent free and clear of all liens, claims, security interests, adverse claims and encumbrances, (iii) the names in which the certificates representing Parent 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 should be delivered; and (b) payment (or evidence satisfactory to Trustee, ExchangeCo and Parent of payment) of the taxes (if any) payable as contemplated by Section 5.8 of this Agreement. If only a part of the Exchangeable Shares represented by any certificate or certificates delivered to Trustee are to be purchased by Parent under the Exchange Right, a new certificate 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, a Holder shall be entitled, upon the occurrence and during the continuance of any event as provided by paragraphs 2.1(a)(i) or (ii), to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of such Holder on the books of the Corporation. To exercise the Exchange Right, the Holder shall deliver to the Corporation, in person or by certified or registered mail the certificates representing the Exchangeable Shares which such Holder desires U.S. Company or a Permitted Subsidiary to purchase, duly endorsed in blank, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Canada Business Corporations Act and the by-laws of the Corporation and such additional documents and instruments as the Corporation may reasonably require together with:
(a) a written notice of exercise of the Exchange Right attached to the Exchangeable Share certificates, stating (i) that the Holder thereby exercises the Exchange Right so as to require U.S. Company or, at the option of U.S. Company, a Permitted Subsidiary to exchange the number of Exchangeable Shares specified therein, (ii) that such Holder has good title to and owns all such Exchangeable Shares to be acquired by U.S. Company or a Permitted Subsidiary free and clear of all liens, claims and encumbrances (other than resale restrictions arising under applicable securities laws), (iii) that such Holder is not a non-resident of Canada for the purposes of the Income Tax Act (Canada), (iv) the names in which the certificates representing U.S. Company Shares issuable in connection with the exercise of the Exchange Right are to be issued and (v) the names and addresses of the person to whom such new certificates should be delivered; and
(b) payment (or evidence satisfactory to U.S. Company or the Permitted Subsidiary, as the case may be, and the Corporation of payment) of the taxes (if any) payable as contemplated by Section 2.8 of this Agreement. Delivery of such written notice of exercise together with the other required documents and instruments described above shall constitute the exercise of the Exchange Right on the Holders’ part. If only a part of the Exchangeable Shares represented by any certificate or certificates are to be exchanged by U.S. Company or a Permitted Subsidiary under the Exchange Right, a new certificate for the balance of such Exc...
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.
Exercise Instructions. (1) Subject to the terms and conditions set forth in Section 4.1 and the other terms and conditions set forth herein, each Holder shall be entitled, upon the occurrence and during the continuance of an Insolvency Event, to exercise the Insolvency Exchange Right with respect to all or any part of the Series II Exchangeable Shares registered in the name of the Holder on the books of the Company. To cause the exercise of the Insolvency Exchange Right, the Holder shall deliver to Adsero Callco, in person or by certified or registered mail, at its head office or at such other places as Adsero Callco may from time to time designate by written notice to the Holder, with a copy to the Company, at its principal executive office, the certificates representing the Series II Exchangeable Shares which the Holder desires Adsero Callco to purchase duly endorsed for transfer to Adsero Callco, and accompanied by such other documents and instruments as may be required to effect a transfer of Series II Exchangeable Shares under the Act and the constating documents of the Company, together with:
(a) a duly completed form of notice of exercise of the Insolvency Exchange Right, contained on the reverse of or attached to the Series II Exchangeable Share certificates, stating:
(i) that the Holder is exercising the Insolvency Exchange Right so as to require Adsero Callco to purchase from the Holder the number of Series II Exchangeable Shares specified therein;
(ii) that the Holder has good title to and owns all such Series II Exchangeable Shares to be acquired by Adsero Callco free and clear of all liens, hypothecs, pledges, encumbrances, security interests, options, restrictions, proxies and. adverse claims except as set forth herein and in the Series II Exchangeable Share Provisions; and
(iii) the address of the Persons to whom the Series II Exchangeable Share Consideration should be delivered; and
(b) payment (or evidence satisfactory to the Company and Adsero Callco if payment) of the taxes (if any) payable as contemplated by Section 4.6 hereof.
(2) If only a part of the Series II Exchangeable Shares represented by any certificate delivered to Adsero Callco is to be purchased by Adsero Callco under the Insolvency Exchange Right, a new certificate for the balance of such Series II Exchangeable Shares shall be issued to the Holder at the expense of the Company.
Exercise Instructions. Subject to the terms and conditions herein set forth, 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 LP Exchangeable Units in the name of such Beneficiary on the books of EMS LP. To cause the exercise of the Exchange Right by the Trustee, the Beneficiary shall deliver, in person or by certified or registered mail, to the Trustee, at its principal office in Toronto, Canada, or to the Company, at its principal executive office in the United States, or at such other places as the Trustee may from time to time designate by written notice to the Beneficiaries: (a) a duly completed form of notice of exercise of the Exchange Right, stating (i) that the Beneficiary thereby instructs the Trustee to exercise the Exchange Right so as to require the Company to purchase from the Beneficiary the number of LP Exchangeable Units specified therein, (ii) that such Beneficiary has good title to and owns all such LP Exchangeable Units to be acquired by the Company free and clear of all liens, claims and encumbrances and (iii) the names in which the certificates representing Class B Common Stock issuable in connection with the exercise of the Exchange Right are to be issued; and (b) payment (or evidence satisfactory to the Trustee, EMS LP and the Company of payment) of the taxes, if any, payable as contemplated by Section 5.8 of this Agreement, together with such other documents and instruments as may be required to effect a transfer of LP Exchangeable Units under the Delaware Revised Uniform Limited Partnership Act and the Agreement of Limited Partnership and such additional documents and instruments as the Trustee, EMS LP and the Company may reasonably require.
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, a Third Party TEC Common Shareholder or Optionholder shall be entitled to exercise the Rights with respect to all or any part of the Third Party TEC Common Shares or Vested Options, as applicable, registered in the name of such Third Party TEC Common Shareholder or Optionholder. To exercise the Rights, the Third Party TEC Common Shareholder or Optionholder shall deliver to TRC, by personal delivery or express courier, at its principal office in Calgary, Alberta or at such other places in Canada or the United States that TRC may from time to time designate by written notice to the Third Party TEC Common Shareholder or Optionholder (a) the certificates representing the Third Party TEC Common Shares or the agreement representing the Vested Options, as applicable, which such Third Party TEC Common Shareholder or Optionholder, desires TRC to exchange, duly endorsed in blank for transfer or accompanied by a duly executed stock power with respect to the Third Party TEC Common Shares, and an assignment and cancellation agreement in form and substance satisfactory to TRC, with respect to the Vested Options, and such additional documents and instruments as TRC may reasonably require, (b) with respect to the Vested Options, the exercise price with respect to each such Vested Option, in a form or payment acceptable to TRC, and (c) a duly completed notice of exercise of the Rights stating (i) that the Third Party TEC Common Shareholder or Optionholder thereby exercises the Rights so as to require TRC to exchange the number of Third Party TEC Common Shares or Vested Options, as applicable, specified therein, (ii) that such Third Party TEC Common Shareholder or Optionholder has good title to and owns all such Third Party TEC Common Shares or Vested Options, as applicable, to be acquired by TRC free and clear of all liens, claims and encumbrances (other than with respect to the Vested Options, any lien, claim or encumbrance relating to the Stock Award Loan Program) and that such Third Party TEC Shareholder or Optionholder is or is not (as applicable) a non-resident of Canada for the purposes of the Tax Act, (iii) the names in which the certificates representing the shares of TRC Common Stock issuable in connection with the exercise of the Rights are to be issued, and (iv) the names and addresses of the person to whom such new certificates should be delivered, and (d) payment (or evidence satisfactory to TRC of payment)...
Exercise Instructions. Subject to the terms and conditions herein set forth, WISI shall be entitled, at any time, to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of WISI on the books of the Corporation. To exercise the Exchange Right, WISI shall deliver to the registered office of TD Waterhouse, the certificates representing the Exchangeable Shares which WISI desires TD Waterhouse to purchase, duly endorsed in blank, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Business Corporations Act (Ontario) and such additional documents and instruments as TD Waterhouse or the Corporation may reasonably require together with (a) a duly completed form of notice of exercise of the Exchange Right, in the form attached hereto as Schedule "A", stating (i) that WISI has elected to exercise the Exchange Right so as to require TD Waterhouse to purchase from WISI the number of Exchangeable Shares specified therein, (ii) that WISI has good title to and owns all such Exchangeable Shares to be acquired by TD Waterhouse free and clear of all liens, claims and encumbrances, (iii) the names in which the certificates representing TD Waterhouse Common Stock 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 should be delivered and
Exercise Instructions. Subject to the terms and conditions set forth herein, the Parent shall be entitled for a period of 7 days from receipt by the Purchaser of a Retraction Notice, to exercise the Right to Purchase with respect to all or any part of the Retracted Shares registered in the name of such Shareholder on the books of the Purchaser. To cause the exercise of the Right to Purchase, the Parent shall deliver to the Shareholder, in person or by certified or registered mail a notice in the following form (the "Notice"):
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 Exchangeable Shares registered in the name of such Holder on the books of the Company. To cause the exercise of the Exchange Right by the Trustee, the Holder shall deliver to the Trustee, in person or by mail, at its principal office 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 Exchangeable Shares which such Holder desires Holdco to purchase, duly endorsed in blank, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the NBBCA and the by-laws of the Company and such additional documents and