Exchange Commitments Clause Samples
The Exchange Commitments clause defines the obligations of the parties to complete a specified exchange, such as the transfer of assets, shares, or property, under agreed terms. It typically outlines the conditions that must be satisfied before the exchange occurs, the timeline for completion, and the responsibilities of each party in preparing for and executing the exchange. By clearly setting out these commitments, the clause ensures that both parties understand their duties and helps prevent disputes or delays related to the exchange process.
Exchange Commitments. On the Closing Date (as hereinafter defined), (a) the Company will issue to Lender the total number of shares of Common Stock set forth on Exhibit A (the “Securities”), and, in exchange, (b) Lender will transfer to the Company the Debt. The actions described in subparts (a) and (b), collectively, are referred to as the “Exchange”.
Exchange Commitments. Subject to the terms and conditions of this Agreement, on the Closing Date (as hereinafter defined), (a) the Company will issue to MSN the aggregate number of shares Class A Common Stock equal to the Discharged Debt divided by the lower of: (i) the Nasdaq official closing price (as reflected on N▇▇▇▇▇.▇▇▇) of the Class A Common Stock immediately preceding the signing of this Agreement, or (ii) the average Nasdaq official closing price of the Class A Common Stock (as reflected on N▇▇▇▇▇.▇▇▇) for the five trading days immediately preceding the signing of this Agreement, and (b) in exchange, MSN will release the Company from any obligations with respect to the Discharged Debt evidencing payment and satisfaction in full of the Discharged Debt for the receipt of the Acquired Shares. The actions described in subparts (a) and (b), collectively, are referred to as the “Exchange”.
Exchange Commitments. Subject to the terms and conditions of this Agreement, on the Closing Date (as hereinafter defined), (a) the Company will issue to Lender (or its nominee(s)) the aggregate number of Common Shares (the “Acquired Shares”) equal to the Discharged Debt divided by $0.50 (the “Purchase Consideration”), and, in exchange, Lender will release the Company from any obligations with respect to the Discharged Debt evidencing payment and satisfaction in full of the Discharged Debt for the receipt of the Acquired Shares. The actions described in subparts (a) and (b), collectively, are referred to as the “Exchange”. Furthermore, if the average VWAP for the 10 Trading Days (the “10-Day VWAP”) for the trading days prior to January 15, 2025 is lower than $0.50, the Company is also required to make a “make whole payment” in cash or Common Shares, at the Company’s election, determined as follows: The “make whole payment” or number of “make whole shares” shall equal the difference between (i) the number of Common Shares calculated at the Purchase Consideration divided by the 10-Day VWAP and (B) the number of Common Shares calculated at the Purchase Consideration divided by $0.50. In the event that the Company elects to settle any shortfall in cash, it shall pay an amount equal to the number of make whole shares multiplied by the 10-Day VWAP.
Exchange Commitments. Subject to the terms and conditions of this Agreement, on the Closing Date (as hereinafter defined), (a) the Company will issue to DGP the aggregate number of shares of Common Stock equal to the Discharged Debt divided by the higher of: (i) the Nasdaq official closing price (as reflected on ▇▇▇▇▇▇.▇▇▇) of the Common Stock immediately preceding the signing of this Agreement, or (ii) $3.00 (the “Acquired Shares”), and, in exchange,
Exchange Commitments. On the Closing Date (as defined below), (a) in satisfaction of the obligations outstanding under the Note, GameSquare SPV shall transfer to Gigamoon the FaZe Media Shares and issue 87,946 shares (the “GameSquare Interest Shares”) of common stock, $0.0001 par value per share of GameSquare (“GameSquare Common Stock”), determined in accordance with Section 2(b) of the Note, and the GameSquare Parties shall deliver each of the deliverables set forth in Section 2.3 and, in exchange, (b) Gigamoon shall surrender the Note to the GameSquare Parties and deliver each other deliverable set forth in Section 2.2. The actions described in subparts (a) and (b), collectively, are referred to as the “Exchange”.
Exchange Commitments. At the Closing (as hereinafter defined), (a) the Company will issue to FAT the total number of whole shares of Common Stock (the “Shares”) equal to the amount of the Advances divided by the Share Price of the Common Stock (as hereinafter defined), and (b) FAT will cancel and forever discharge the Company’s obligation to repay the Advances. The actions described in subparts (a) and (b), collectively, are referred to as the “Exchange”.