EXCHANGE AND TERMINATION. a) In consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Holder hereby agrees that the Initial Shares shall be cancelled (and that all rights previously granted to the Holder in connection therewith shall be terminated) in exchange for the Exchange Shares, and the Company agrees to issue and deliver the Exchange Shares to the Holder. b) The closing under this Agreement (the “Closing”) shall take place upon the satisfaction of each of the conditions set forth in Sections 4 and 5 hereof, and in any event within 2 Trading Days of the date hereof (the “Closing Date”). At the Closing, (i) the Company shall cause the transfer agent for the Common Stock to issue and deliver the Exchange Shares to the Holder and (ii) the Holder shall take all necessary action, including instructing the transfer agent for the Initial Shares, to cancel the Initial Shares, which cancellation shall occur no later than simultaneously with delivery of the Exchange Shares to the Holder.
Appears in 2 contracts
Sources: Series B Convertible Preferred Stock Exchange Agreement (MICT, Inc.), Series a Convertible Preferred Stock Exchange Agreement (MICT, Inc.)