Exchange of Debt. Subject to the satisfaction or waiver of the closing conditions set forth in paragraph 7 herein, PAR will exchange $49,564,139.74 aggregate principal amount of term loans (the “Debt”) outstanding under that certain credit agreement dated as of July 25, 2007, as amended, among Orbitz and the lenders, letter of credit issuers and agents party thereto held by PAR for the aggregate number of shares of Orbitz’s common stock determined by dividing 91% of the principal amount of the Debt to be exchanged by $5.54 per share, for an aggregate of 8,141,402 shares (the “Debt Shares”). The exchange of the Debt for the shares on the terms set forth herein is referred to herein as the “Debt Exchange”.
Exchange of Debt. SIBL and the Company hereby agree, subject to (i) the issuance of the Exchanged Shares as provided in Section 2, (ii) the consummation of the Merger pursuant to the Merger Agreement immediately after the Exchange Time, (iii) the issuance of the A Warrants and the B Warrants pursuant to the Merger Agreement (subject to Section 3 of the Limited Joinder Agreement), and (iv) the tendering by SIBL of the notes evidencing the Exchanged Debt to the Company; to exchange the Exchanged Debt for the Exchanged Shares, such exchange to occur immediately prior to the Effective Time (the "Exchange Time") and simultaneously with, and conditioned upon, the issuance of the Exchanged Shares. Upon the issuance of such Exchanged Shares, the Exchanged Debt shall automatically be cancelled and retired and shall cease to exist, and the holder of the portion of any note that, immediately prior to the Exchange Time, represented issued and outstanding Exchanged Debt shall cease to have any rights with respect thereto, including any claims for any default occurring or other liability arising prior to the Exchange Time, except the right to receive, upon the surrender of such portion of the note, the certificates for the Exchanged Shares contemplated by Section 2.
Exchange of Debt. The parties agree that, upon the execution and delivery of this Agreement, NGH will issue JM a Convertible Promissory Note substantially in the form of Exhibit A attached hereto in the amount of NGH Debt (the "Convertible Note"). The Convertible Note shall be convertible, at the option of JM, into shares of Series A Preferred Stock of either: (i) NGH at a conversion price of $1.507 per share; or (ii) NGP at a conversion price of $1.507 per share subject to the conditions set forth in Section 2 below. In the event that JM elects to convert the Convertible Note into shares of NGH Preferred Stock the NGH Debt owed to JM shall be deemed satisfied in full with no further obligation from NGH to JM. In the event that JM elects to convert the Convertible Note into shares of NGP Preferred Stock the NGP Debt owed to NGH and the NGH Debt owed to JM shall each be deemed satisfied in full with no further obligation from NGH to JM and no further obligation from NGP to NGH. Upon execution of this Agreement and issuance of the Convertible Note, JM shall return the JM Note (or an affidavit of loss in lieu thereof) to NGH for cancellation. Nothing contained herein shall affect JM's right to receive additional fees under the JM Agreement that become due following the date of this Agreement.
Exchange of Debt. Effective the date hereof, Xxxx and Xxxx hereby release and discharge Meditech and any endorsers and guarantors from any liability or obligation to Xxxx and Xxxx, respectively, including the principal and interest due from Meditech to Xxxx and Xxxx, respectively.
Exchange of Debt. Those holders of Convertible Notes issued by ---------------- Alacrity shall have transferred and conveyed all such securities to TranSwitch pursuant to a Purchase Agreement in the form of Exhibit 9.2(p) in exchange for -------------- shares of that number of TranSwitch Common Stock equal to approximately $1,271,000 divided by the Average Price.
Exchange of Debt. Effective the date hereof, Petro hereby releases and discharges Meditech and any endorsers and guarantors from any liability or obligation to Petro, including the principal and interest due or advances from Petro to Meditech.
Exchange of Debt. At the Closing, Investor shall have delivered the Old Note for exchange as contemplated under this Agreement.
Exchange of Debt. At any time, and from time to time, after the Target Approval Date and subject to the completion of the Closing, PXI and PXIB may, at their option, exchange all or any part of non-interest bearing debt of ICP USA resulting from the Resolution referenced in Paragraph II.B for newly issued common shares of ICP USA, treating such debt as having the value set out on its face and issuing the shares at a price per share of $0.507042.
Exchange of Debt. Subject to the terms and conditions herein, the Creditor agrees to accept the Exchange Shares and the Warrants in the form attached hereto as Exhibit A, in full satisfaction of the Company’s obligation to repay the Debt. The Company agrees to issue the Exchange Shares and Warrants to the Creditor promptly following the execution of this Agreement.
Exchange of Debt
