Agreement to Exchange. Upon the terms and subject to the conditions of this Agreement,
Agreement to Exchange. (a) At the Closing (as defined in the Merger Agreement) and subject only to (i) the simultaneous consummation of the Merger and of the transactions contemplated by the Note and Warrant Modification Agreement, the Elite Option Modification Agreement, the Plicom Option Modification Agreement and the News Letter Agreement (each, as defined in the Merger Agreement) (collectively, the "Transactions"), each on the economic terms contemplated by the forms of such agreements attached as exhibits to the Merger Agreement and (ii) the declaration by the Securities and Exchange Commission (the "SEC") of the effectiveness of the Exchange Offer Registration Statement (as defined below) or, alternatively, of the Shelf Registration Statement (as defined below) if the Company determined under Section 8.1 that the Registered Exchange Offer (as defined below) is not available or may not be consummated, each Noteholder hereby agrees to, and to direct its nominee to, exchange all of such Noteholder's Old Notes listed on Schedule I hereto, together with any other Old Notes the beneficial ownership (as defined below) of which is acquired by such Noteholder during the period from and including the date hereof through and including the date on which this Agreement is terminated pursuant to Section 10.9 hereof (collectively, the "Subject Debentures"), for New Notes with the terms and provisions specified in the Summary of Terms. For purposes of this Agreement, "beneficial ownership" or "beneficially owned" shall have the meaning ascribed to those terms by Section 13 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"). The New Notes will be issued pursuant to an indenture between the Company and a Trustee reasonably satisfactory to the Noteholders and will set forth the Summary of Terms and such other terms and conditions as are reasonably agreed to by the Company and the Noteholders.
Agreement to Exchange a. Unless Owner expressly designates otherwise in Paragraph 3 below, TPI will have the option to deposit the Unit for exchange through the Exchange Program operated by Trading Places International, LLC, a California limited liability company (the “Exchange Program”) if the Unit has not rented as of sixtieth (60th) calendar day prior to its initial date of occupancy; although TPI has no obligation to do so.
Agreement to Exchange. Subject to the terms and conditions of this Agreement, the Company will sell and issue to the Holder, and the Holder will acquire from the Company, $1,497,450 of Convertible Debenture of the Company in exchange for the cancellation of the outstanding debt currently owed to the Holder in the aggregate amount of $1,497,450 in the form of Notes.
Agreement to Exchange. On the Closing Date, and upon the terms and subject to the conditions set forth in this Agreement, the Company agrees with each Investor, and each Investor, severally and not jointly, agrees with the Company, as follows:
Agreement to Exchange. At or during the Applicable Time, Telematica may require that the Company acquire the entirety of any Roll-Up Interest by exchanging the Roll-Up Interest for Common Stock, according to the fair value that the Roll-Up Interest represents to the fair value of the Company ("Exchange Percentage") as determined in Section 12(b). Telematica shall provide the Company with reasonable notice of its intent to exercise its rights under this Section 12, taking into account the time necessary for the determination of fair values as provided for in Section 12(b).
Agreement to Exchange. 2.1 Subject to the terms and conditions hereof, on the Closing Date each of: (i) the NHL Shares will be exchanged for the Consideration Shares one a one-for-one basis; and (ii) the NHL Warrants will be exchanged for the Consideration Warrants on a one-for-one basis (hereinafter referred to as the "Transaction"), as set out in Schedule "A" pursuant to the Transaction.
Agreement to Exchange. Huizxxxx xxxeby agrees to exchange all of his limited partner interest in the Partnership as well as all the outstanding capital stock of each of the General Partner, Arena Development and Arena Operator in exchange for 5,020,678 shares of Class A Common Stock and 255,000 shares of Class B Common Stock. This Agreement shall be effective the date hereof.
Agreement to Exchange. Immediately after the consummation of the Exchange Offer, Equitable Life agrees to exchange, and to cause its affiliates who hold Alliance Holding units to exchange, substantially all of such Alliance Holding units for Alliance Capital Units held by Alliance Holding, subject to the same terms and conditions as the Exchange Offer (the "Private Exchange").
Agreement to Exchange. Upon the terms and subject to the satisfaction --------------------- or waiver of the conditions set forth herein, the Company and Xxxxxxxx agree to exchange all of the Series B Preferred Stock currently held by Xxxxxxxx for an equal number of shares of Series B-2 Preferred Stock (the "Exchange"). The date -------- on which the closing (the "Closing") of the Exchange occurs is hereinafter ------- referred to as the "Exchange Date". Subject to the satisfaction or waiver of the ------------- conditions set forth herein, the Exchange will be deemed to occur when Xxxxxxxx delivers to the Company, on the terms and subject to the conditions set forth herein, a certificate representing 6,250 shares of Series B Preferred Stock in exchange for a certificate representing 6,250 shares of Series B-2 Preferred Stock.
