Exchange and Purchase Sample Clauses

Exchange and Purchase. Subject to the terms and conditions set forth in this Agreement, at the Closing each Noteholder will assign, transfer and deliver to the Company all of its right, title and interest in and to all of the Existing Notes set forth opposite its name on Schedule A attached hereto free and clear of all Liens, against issuance and delivery, or payment, to such Noteholder, which shall be in full satisfaction of all obligations of the Company under the Existing Notes, of (i) the aggregate principal amount of Second Lien Notes set forth opposite its name on Schedule A attached hereto, (ii) the number of shares of Common Stock (the “Shares”) set forth opposite its name on Schedule A attached hereto (subject to adjustment pursuant to Section 9(j)(i) hereof), and (iii) an amount in U.S. dollars (the “Cash Payment”) equal to the accrued (but unpaid) interest, from and including the most recent date to which interest has been paid pursuant to the terms of the Notes and the Indentures to but excluding the date of the Closing, on the aggregate principal amount of Existing Notes set forth opposite its name on Schedule A attached hereto.
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Exchange and Purchase. 14 4.2. Consideration................................................................14 ARTICLE 5 CONTINGENCIES..............................................................16 5.1.
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Exchange and Purchase. Subject to the terms and conditions contained in this Agreement:
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Exchange and Purchase. Subject to the terms and conditions set forth in this Agreement, at the Closing, each (i) 1.5 Lien Noteholder will assign, transfer and deliver to Acquisition Sub all of its right, title and interest in and to all of the 1.5 Lien Exchange Notes Beneficially Owned by such 1.5 Lien Noteholder on the Closing Date free and clear of all Liens of any nature whatsoever, against issuance and delivery to such 1.5 Lien Noteholder of its pro rata share of (a) the 1.5 Lien Share Payment (the “1.5 Lien Acquired Shares”) and (b) the 1.5 Lien Cash Payment Amount, if any (the “1.5 Lien Cash Consideration”) and (ii) each New Subordinated Noteholder will assign, transfer and deliver to Acquisition Sub all of its right, title and interest in and to all of the Excess Notes Beneficially Owned by each such New Subordinated Noteholder, if any, on the Closing Date free and clear of all Liens of any nature whatsoever, against issuance and delivery to such New Subordinated Noteholder of its pro rata share of the Excess Notes Share Payment, if any (the “Excess Acquired Shares” and together with the 1.5 Lien Acquired Shares, the “Acquired Shares”) and the Excess Notes Cash Payment Amount, if any (the “Excess Cash Consideration” and together with the 1.5 Lien Cash Consideration, the “Cash Consideration”). Each 1.5 Lien Noteholder hereby acknowledges and agrees that receipt of the 1.5 Lien Acquired Shares and, if any, the 1.5 Lien Cash Consideration shall constitute complete satisfaction of all obligations or any other sums due to such Noteholder with respect to the 1.5 Lien Exchange Notes from the Seller, Parent, Acquisition Sub or otherwise. Each New Subordinated Noteholder hereby acknowledges and agrees that receipt of the Excess Acquired Shares, if any, and the Excess Cash Consideration, if any, shall constitute complete satisfaction of all obligations or any other sums due to such Noteholder with respect to the Excess Notes from the Seller, Parent, Acquisition Sub or otherwise.
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Exchange and Purchase. Subject to the terms and conditions set forth in this Agreement, at the Closing each Noteholder will assign, transfer and deliver to the Company all of its right, title and interest in and to all of the Exchange Notes set forth opposite its name on Schedule A attached hereto free and clear of all mortgages, liens, pledges, security interests, charges, claims, restrictions and encumbrances of any nature whatsoever, other than liens arising under this Agreement to the extent surviving the Closing (collectively, “Liens”), against issuance and delivery, or payment, to such Noteholder, which shall be in full satisfaction of all obligations of the Company under the Exchange Notes, of (i) a number of shares of Common Stock (the “Shares”) equal to (A) the Exchange Ratio, multiplied by (B) (x) the aggregate principal amount of Exchange Notes, divided by (y) $1,000, and (ii) an amount in U.S. dollars (the “Cash Payment”) equal to the accrued (but unpaid) interest, from and including the most recent date to which interest has been paid pursuant to the terms of the Notes and the Indenture to but excluding the date of the Closing, on the aggregate principal amount of Exchange Notes set forth opposite its name on Schedule A attached hereto.
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Exchange and Purchase. Subject to the terms and conditions set forth in this Agreement, at the Closing (as defined herein), the Noteholder will assign, transfer and deliver to the Company all of its right, title and interest in and to all of the Exchanged Notes set forth in Exhibit A free and clear of any mortgage, lien, pledge, charge, security interest, encumbrance, option, or other adverse claim thereto (a “Lien”), against issuance and delivery, or payment, to the Noteholder, which shall be in full satisfaction of all obligations of the Company under the Exchanged Notes, of (i) the number of shares of Common Stock (the “Exchanged Shares”), and (ii) the Exchange Payment, each as to be set forth in an updated Exhibit A as mutually agreed between the Company and the Undersigned by the end of the business day immediately following the date of this Agreement. The Exchange Payment will consist of $1,000 in cash for each $1,000 principal amount of Exchanged Notes, plus an amount equal to the value of any fractional shares as described below. The number of Exchanged Shares will be equal to (a) the number of shares of Common Stock deliverable to the Noteholders if the Exchanged Notes were converted based on a conversion ratio of 48.7781 per $1,000 principal amount of Exchanged Notes, minus (b) the number of shares of Common Stock derived by dividing the principal amount of the Exchanged Notes by the VWAP (defined below). Any fractional shares resulting from the calculation in the previous sentence will be paid in cash, based on such VWAP, and will be added to the Exchange Payment. For purposes of this paragraph, the “VWAP” will equal the Composite VWAP of the Common Stock on Bloomberg (ENPH US <equity> AQR) from 9:30AM to 4:00PM EST on the day following the date of this Agreement.
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Exchange and Purchase. 17 10.2 Delivery of MDC Notes, Ashton-Potter Notes and CDI Notes........................................00 10.3
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Exchange and Purchase. Subject to the terms and conditions of this Agreement, at the Closing and immediately after the transaction in Section 9.1, Custom Direct ULC will issue to (a) MDC the Canadian equivalent of $20,790,974.70 principal amount Custom Direct ULC Notes (being Cdn $28,982,618.7318) (the "MDC Notes") in exchange for $20,790,974.70 principal amount of CDI Notes held by MDC and (b) Ashton-Potter the Canadian equivalent of $2,310,108.30 principal xxxxxx Xxxxxm Direct ULC Notes (being Cdn $3,220,290.9702) (the "Ashton-Potter Notes") in exchange for $2,310,108.30 principal amxxxx XXX Xxxxs held by Ashton-Potter.
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Exchange and Purchase 
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Related to Exchange and Purchase

  • Exchange and Transfer 8 SECTION 4.02. Treatment of Holders of Warrant Certificates...................9 SECTION 4.03.

  • Sale and Purchase On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the Underwriters, and the Underwriters agree to purchase from the Company the number of Firm Shares as set forth opposite the names of such Underwriters on Schedule C hereto. The Company has been advised by the Underwriters that they propose to make a public offering of the Shares as soon after this Agreement has become effective as in their judgment is advisable. The pricing terms of the purchase of the Firm Shares by the Underwriters and the pricing terms of the offering of the Firm Shares to the public are as set forth in Schedule A hereto. In addition, the Company hereby grants to the Underwriters the option to purchase, and upon the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase from the Company, all or a portion of the Option Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares as set forth opposite the names of such Underwriters on Schedule C hereto. This option may be exercised by the Underwriters any time and from time to time on or before the thirtieth (30th) day following the date hereof, by written notice from the Representative to the Company, which notice may be by email (“Option Shares Notice”). The Option Shares Notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, and the date and time when the Option Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date may be the same date and time as the Closing Date (as defined below), but shall not be earlier than the Closing Date nor earlier than the second (2nd) business day after the date on which the option for Option Shares shall have been exercised no later than the tenth (10th) business day after the date of the Option Shares Notice. As of the Option Closing Date, the Company will issue and sell to the Underwriters, and the Underwriters will purchase, the number of Option Shares set forth in the Option Shares Notice.

  • Sale and Purchase of the Shares On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement:

  • Sale and Purchase of Shares Upon the terms and subject to the conditions contained herein, on the Closing Date the Seller shall sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser shall purchase from the Seller, all of the Shares.

  • Agreements to Sell and Purchase Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Seller at $[______] a share (the “Purchase Price”) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as Xxxxxx Xxxxxxx may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Sellers agree to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [_______________] Additional Shares at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice to the Sellers not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares or later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares.

  • Authorization Purchase and Sale Terms of the Private Placement Warrants A. Authorization of the Private Placement Warrants. The Company has duly authorized the issuance and sale of the Private Placement Warrants to the Purchaser.

  • Stock Purchase Substantially contemporaneously with the Commencement Date, Executive shall purchase the number of shares of Common Stock of the Company specified in the Subscription Agreement related to the purchase of such shares, to be entered into by Executive and the Company (the “Subscription Agreement”). The terms and conditions of such purchase shall be as set forth in the Subscription Agreement, and such shares shall be subject to the limitations and restrictions, including, without limitation, the restrictions on transfer and the put and call rights set forth in the Stockholders Agreement.

  • Adjustment for Reclassification, Exchange and Substitution If at any time or from time to time after the Original Issue Date while this Warrant remains outstanding, the Common Stock is changed into the same or a different number of shares of any class or classes of stock, whether by recapitalization, reclassification or otherwise (other than an Acquisition, Asset Transfer, subdivision or combination of shares, stock dividend, reorganization, merger, consolidation, or sale of assets provided for elsewhere in this Section 3.1(a)), in any such event the Registered Holder shall have the right thereafter to convert such stock into the kind and amount of stock and other securities and property receivable upon such recapitalization, reclassification or other change by holders of the maximum number of shares of Common Stock into which such shares of Common Stock could have been converted immediately prior to such recapitalization, reclassification or change, all subject to further adjustment as provided herein or with respect to such other securities or property by the terms thereof.

  • Merger Consideration Exchange Procedures Section 3.1 Merger Consideration 14 Section 3.2 Rights As Unitholders; Unit Transfers 15 Section 3.3 Exchange of Certificates 15 Section 3.4 Anti-Dilution Provisions 18 Section 3.5 Equity Awards 19

  • Exchange Agreement As a condition of the Holder’s receipt and acceptance of this Purchase Warrant, Xxxxxx agrees that, at any time prior to the complete exercise of this Purchase Warrant by Holder, if the Company and the Underwriter enter into an agreement (“Exchange Agreement”) pursuant to which they agree that all outstanding Purchase Warrants will be exchanged for securities or cash or a combination of both, then Holder shall agree to such exchange and become a party to the Exchange Agreement.

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