Exchange Agreements. On November 16, 2010, the Company entered into Exchange Agreements dated November 11, 2010 (together with all other agreements entered into in connection therewith, the “Trust Preferred Securities Exchange Agreements”) with Xxxxx & Company Financial Management, LLC, ATP Management LLC and each of Alesco Preferred Funding X, Ltd., Alesco Preferred Funding VI, Ltd., Alesco Preferred Funding XI, Ltd. and Alesco Preferred Funding XIV, Ltd. with respect to the exchange of all trust preferred securities issued by issuer trusts originated by the Company (the “Company TRuPS”) for promissory notes issued by the Company substantially in the forms attached to the Trust Preferred Securities Exchange Agreements (such exchanges to be collectively referred to herein as the “TRuPS Exchanges”). Following the closing of the transactions contemplated hereby, such promissory notes shall become due and payable for an aggregate amount equal to 20% of the aggregate amount of the face value of the Company TRuPS immediately prior to the completion of the TRuPS Exchanges (together with accrued interest as provided pursuant to the terms of such promissory notes) (the “Discounted TRuPS Amount”).
Exchange Agreements. Supplier shall establish and implement agreements for the exchange of information and software between Supplier and its third parties. The agreements shall specify the minimum set of controls on responsibility, procedures, technical standards, and solutions.
Exchange Agreements. The Bonneville Power Administrator acting as the Administrator and for and on behalf of the United States Entity bas by entering into Canadian Entitlement Exchange Agreements, assured unconditionally the delivery to the vendees of CSPE by appropriate exchange contracts of an amount of power agreed between the United States Entity and CSPE to be the equivalent of the Canadian Entitlement, and the United States Entity, while those Agreements are in force, will succeed to all the rights of CSPE and its vendees to receive the entire Canadian Entitlement and all other rights of CSPE arising from this Agreement. CSPE therefore instructs the Authority, until otherwise notified, to make any compensation whether in power or money required to be made by the Authority pursuant to Section 6 or Section 7 of this Agreement to the United States Entity. CSPE agrees that any settlement of a claim for compensation or arrangement entered into pursuant to this Agreement by the United States Entity shall be binding on CSPE.
Exchange Agreements. The Company shall not amend any of the Exchange Agreements or the FDIC Exchange Agreement without the prior written consent of the Investor. The Investor shall receive the most favorable price and other material terms offered to any other holder of preferred securities of the Company participating in the Private Investor Exchanges.
Exchange Agreements. Certain of the employees listed on Schedule 4.1(d) (as indicated thereon) shall have entered into "Option Exchange Agreements" with the Acquired Company and Purchaser, in form and substance reasonably acceptable to Purchaser and substantially in the form of Exhibit E attached hereto pursuant to which they shall exchange their outstanding options to purchase Seller Common Stock for options to acquire that number of shares of Purchaser Common Stock set forth opposite their respective names in Schedule 4.1(d) hereto. The remaining employees listed on Schedule 4.1(d) (as indicated thereon) shall have entered into "Option Receipt Agreements" with the Acquired Company and Purchaser, in form and substance reasonably satisfactory to Purchaser, pursuant to which such employees will agree to accept options to acquire that number of shares of Purchaser Common Stock set forth opposite their respective names in Schedule 4.1(d) hereto in return for certain agreements on the part of such employees.
Exchange Agreements. The place and time of delivery of the Optional Shares, if not the First Time of Delivery, are herein called the "Second Time of Delivery". The First Time of Delivery and the Second Time of Delivery are each herein called a "Time of Delivery".
Exchange Agreements. If the Company is obligated to honor any exchange made pursuant to Section 2.1 of an Exchange Agreement (i.e., Edgen Group has not assumed the obligations of the Company with respect to such exchange), Edgen Group shall contribute to the Company the number of shares of Class A Common Stock deliverable in respect of such exchange such that the Company may deliver such shares of Class A Common Stock to the Person exercising such exchange, and the Company shall issue to Edgen Group a corresponding number of additional Units in exchange for such shares of Class A Common Stock (it being understood and agreed that nothing in this Agreement shall in any way abrogate Edgen Group’s right pursuant to the Exchange Agreement to honor any proposed exchange or, to the extent Edgen Group elects to honor any such exchange, Edgen Group’s right to settle any such exchange in cash instead of shares of Class A Common Stock in its sole discretion). If the Company elects to settle such exchange in cash instead of shares of Class A Common Stock, (a) the Company shall lend to Edgen Group on such terms as Edgen Group shall reasonably request the cash necessary to settle such exchange, (b) Edgen Group shall contribute such cash to the Company and (c) the Company shall issue to Edgen Group in exchange for such cash the number of additional Units that would have been issuable to Edgen Group in accordance with the preceding sentence if the Company had not elected to settle the exchange in cash. Edgen Group and the Company intend for the transactions described in the immediately preceding sentence of this Section 7.07 to be treated as a purchase of Units within the meaning of Section 707(a)(2)(B) of the Code. If Edgen Group has assumed the obligations of the Company with respect any exchange made pursuant to Section 2.1 of an Exchange Agreement and has elected to settle such exchange in cash instead of shares of Class A Common Stock, upon request from Edgen Group, the Company shall lend the necessary cash to Edgen Group on such terms as Edgen Group shall reasonably request.
Exchange Agreements. 19 5.29 Rare Medium Note Holders .......................................... 19 5.30
Exchange Agreements. The execution, delivery and performance by ------------------- the Company and Rare Medium, Inc. of the Exchange Agreements, dated as of December 31, 1998, by and between the Company and the other signatories thereto, and the consummation of the transactions contemplated thereby by the Company, Rare Medium, Inc. and certain of the holders of the $22,200,000 principal amount of Secured Promissory Notes referred to therein (the "Rare Medium Note") do not ---------------- constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration, rescission or cancellation of, any agreement, indenture or instrument to which the Company or any Subsidiary is a party, the result of which would be a Material Adverse Effect.
Exchange Agreements. Prior to Closing, the Company shall assist the Parent in obtaining the agreement (the “Exchange Agreements”) of the Company Convertible Noteholders to exchange such Company Convertible Notes and purchase rights they hold for an aggregate (for all Company Convertible Note Holders) of not more than 86,153 shares of Parent Preferred Stock on terms acceptable to Parent in its reasonable discretion.
