Exchange Control Information
Exchange of Debt. At the Closing, the holders of the Craft Exchange Debt will surrender to Eastside for cancellation the instruments representing the Craft Exchange Debt, and Craft Lenders will issue to those holders unsecured promissory notes maturing on the first anniversary of the Merger Closing (the “Craft Replacement Notes”). Each holder of Craft Exchange Debt will receive from Craft Lenders a Craft Replacement Note with the following terms identical to the terms of the Craft Exchange Debt surrendered by that holder: principal amount and interest rate. The Craft Exchange Debt will provide for quarterly payments of interest and payment of principal on the maturity date of the Craft Replacement Notes.
Prior to the Closing, Purchaser, the Representative, the Company and the Escrow Agent (in such capacity, the “Exchange Agent”) will deliver an Exchange Agent Agreement in a form reasonably acceptable to the Parties (the “Exchange Agreement”). Pursuant to the Exchange Agreement, the Exchange Agent will act as exchange agent in connection with the Merger to receive the Letters of Transmittal and Certificates and, for the benefit of the Equity Holders, the Merger Consideration.
Exchange Agent Agreement. Other than the Bank and Patriot, all parties to the Exchange Agent Agreement shall have entered into such agreement and there shall have been no notice that any such other parties do not intend to honor such agreement.
Exchange Agent Agreement. Other than , all parties to the Exchange Agent Agreement shall have entered into such agreement and there shall have been no notice that any such other parties do not intend to honor such agreement.
Exchange of Certificates. If, in the opinion of the Company and its counsel, any legend placed on a stock certificate representing Shares sold under the Plan is no longer required, the holder of such certificate shall be entitled to exchange such certificate for a certificate representing the same number of Shares but lacking such legend.
Except as otherwise determined by the Board and/or the Committee, all monetary values with respect to Awards granted pursuant to this Israeli Appendix, including without limitation the Fair Market Value and, if applicable, the Exercise Price of each Award, shall be stated in United States Dollars. In the event that the Exercise Price is in fact to be paid in New Israeli Shekels, at the sole discretion of the Board and/or the Committee, the conversion rate shall be the last known representative rate (published by the Bank of Israel) of the U.S. Dollars to the New Israeli Shekels on the date of payment.
Modification and Exchange. Subject to the terms and conditions set forth in this Agreement, Holder shall exchange the Note in consideration for the Amended Note. Upon the mutual execution of this Agreement, Holder shall send # the original Note to the Company’s principal address (attention: Bruce Schneider). Promptly upon receipt thereof, the Company shall deliver the Amended Note to the Holder’s principal address (attention: Joseph C. Zimlich).
Information. Seller has caused the Company to furnish to Buyer’s representatives for their examination true and complete copies of # the Company’s Certificate of Incorporation and Bylaws as currently in effect, and # the Company’s stock transfer books. No information furnished by the Company or its representatives to Buyer in connection with this Agreement is false or misleading in any material respect. Neither Seller, the Company, nor their respective representatives have made any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements made or information delivered in or pursuant to this Agreement not misleading.
Information. To enable the Committee to perform its functions, the Employer shall supply full and timely information to the Committee on all matters necessary for administration of the Plan.
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