Exchange of Notes for Common Stock Sample Clauses

Exchange of Notes for Common Stock. Subject to the terms and conditions of this Agreement, at the Closing (as defined herein) the Debt Holder agrees to surrender and deliver the Notes to the Company in exchange for the issuance to Debt Holder of such number of shares of Common Stock as shall be equal to (a) the sum of (i) the Obligations (including the entire outstanding principal balance of the Obligations) plus (ii) all accrued and unpaid interest thereon through the Closing divided by (b) the public offering price of the Common Stock in the Public Offering (such shares of Common Stock, the “Securities”). By surrendering and delivering the Notes in exchange for Common Stock, each party acknowledges and agrees that, subject to and effective upon Closing, (x) neither the Notes nor the Obligations will be outstanding, (y) that each party will be deemed to have released all claims held by such party against the other party with respect to the Notes and the Obligations and the payment of principal and interest thereon and (z) the Company shall have no further obligations to the Debt Holder pursuant to the August 2007 Note and Warrant Purchase Agreement, the May 2008 Note and Warrant Purchase Agreement and the Notes (collectively, the “Note Agreements”), except with respect to any outstanding warrants to purchase Common Stock issued to Debt Holder pursuant to the Note Agreements (the “Warrants”) and any registration rights agreement entered into by the Company and Debt Holder in connection with the Note Agreements (the “Registration Rights Agreements”), which Warrants and Registration Rights Agreements will continue in full force and effect in accordance with their terms.
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Exchange of Notes for Common Stock. As of the date of this agreement, Xxxxxx shall surrender to the principal office of the Company (or such other office or agency of the Company as the Company may designate by notice in writing to the holder or holders of the Common Stock of the Company) all certificates representing all shares of Common Stock which have been issued by the Company to Xxxxxxx X. Xxxxxx, his heirs, successors or assigns which correspond or were issued in connection or association with the schedule of notes attached hereto as Exhibit 1, and shall exchange without further cost all notes and shares of Common Stock issued as consideration for any of the notes listed in Exhibit 1, as well as shares issued on the date of reorganization as consideration and shares issued for services for 886,380 shares of Common Stock of the Company and 25,114.1 shares of Preferred Stock. This agreement does not contemplate the surrender of any shares of stock which are held by Xxxxxx and which were not a part of any transactions between Xxxxxx and the Company, and which shares are held by Xxxxxx as either restricted or unrestricted shares of Common Stock.
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Exchange of Notes for Common Stock. As of the date of this agreement, BCM shall surrender to the principal office of the Company (or such other office or agency of the Company as the Company may designate by notice in writing to the holder or holders of the Common Stock of the Company) all certificates representing all shares of Common Stock which have been issued by the Company to Xxxxxx Capital Management, Xxxxx Xxxxxx, his heirs, successors or assigns which correspond or were issued in connection or association with the schedule of notes attached hereto as Exhibit 1, and shall exchange without further cost all notes and shares of Common Stock issued as consideration for any of the notes listed in Exhibit 1, for 632,002 shares of Common Stock of the Company and 17,906.7 shares of Preferred Stock. This agreement does not contemplate the surrender of any shares of stock which are held by BCM and which were not a part of any transactions between BCM and the Company, and which shares are held by BCM as either restricted or unrestricted shares of Common Stock.
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Exchange of Notes for Common Stock. As of the date of this agreement, Xxxxx shall surrender to the principal office of the Company (or such other office or agency of the Company as the Company may designate by notice in writing to the holder or holders of the Common Stock of the Company) all certificates representing all shares of Common Stock which have been issued by the Company to Xxxxxxx X. Xxxxx, his heirs, successors or assigns which correspond or were issued in connection or association with the schedule of notes attached hereto as Exhibit 1, as well as shares issued on the date of reorganization as consideration and shares issued for salary and shall have the right to exchange without further cost all notes and shares of Common Stock issued as consideration for any of the notes listed in Exhibit 1, as well as shares issued as in lieu of salary for 3,584,151 shares of Common Stock of the Company and 101,551 shares of Preferred Stock. This agreement does not contemplate the surrender of any shares of stock which are held by Xxxxx and which were not a part of any transactions between Xxxxx and the Company, and which shares are held by Xxxxx as either restricted or unrestricted shares of Common Stock.
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Exchange of Notes for Common Stock. On the Closing Date: (a) the Notes, including principal, interest, fees and other charges with respect thereto, shall be cancelled and extinguished and, in exchange therefor, subject to the provisions of Section 9.1 hereof, Noteholders shall receive their pro rata share of one hundred percent (100%) of the New Common Stock issued and outstanding on the Closing Date (excluding shares of New Common Stock reserved for issuance (i) upon exercise of the Existing Stockholder Warrants, (ii) under the Employee Stock Plan, and (iii) upon exercise of the Executive Options and the Equity Incentive Options); and (b) Stuart shall have no further obligations under or in connection with the Notes of any kind whatsoever.
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Exchange of Notes for Common Stock. Dear Ladies and Gentlemen: This letter agreement (this “Agreement”) sets forth the agreement between Hutchinson Technology Incorporated, a Minnesota corporation (“Hutchinson Technology”), and Liberty Harbor Master Fund I, L.P. (“Liberty Harbor”) to exchange $15,000,000 aggregate principal amount of 8.50% Senior Secured Second Lien Notes due 2017 (CUSIP 000000XX0) (the “Exchanged Notes”) of Hutchinson Technology for an aggregate amount of 5,000,000 shares (including shares issuable upon exercise of the Warrants (as defined below)) (the “New Shares”) of Hutchinson Technology’s common stock, par value $0.01 per share (the “Common Stock”), pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”), on the terms specified below. Accordingly, Hutchinson Technology and Liberty Harbor hereby agree as follows:
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Exchange of Notes for Common Stock. At the Closing, the Holder shall be deemed to have transferred and delivered, and shall promptly thereafter cause to be transferred and delivered, to Focal or its duly authorized agent (the "Exchange Agent"), the aggregate principal amount or accreted value of the Notes, as the case may be, including all interest accrued and unpaid or deferred thereon, as set forth under the Holder's name on the signature page hereto. In consideration of such deemed and actual transfer and delivery, Focal shall, or shall cause the Exchange Agent to, issue and deliver to and in the name of the registered holder of the Notes an aggregate number of shares of Common Stock (the "Shares") equal to the product of (i) the quotient determined by dividing (x) the aggregate principal amount and/or accreted value, as the case may be, of the Notes beneficially owned by the Holder as of the Closing Date by (y) the sum of the aggregate principal amount of the Senior Notes and the aggregate accreted value of the Discount Notes, in each case as of the Closing Date, being exchanged for Common Stock on the Closing Date and (ii) that number of shares of Common Stock representing 40% of the Fully Diluted Common Stock as of the Closing Date (assuming that 60% of the aggregate of the principal amount of the Senior Notes and the accreted value of the Discount Notes are being exchanged on the Closing Date (the "Target Amount")). In the event that the actual amount of Notes exchanged on the Closing Date differs from the Target Amount, the percentage of the Fully Diluted Common Stock issuable to the exchanging Holders shall be appropriately adjusted by the Company in good faith. At the Closing, Focal shall deliver to the Holder or the Exchange Agent, as the case may be, certificates representing the Shares issued in the name of the registered Holder of the Notes. Effective immediately as of the Closing, the Notes shall no longer represent evidence of indebtedness under the Indenture or otherwise but shall instead represent only the right to receive the number of shares of Common Stock to be delivered by Focal pursuant to this Section 1.1.
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Exchange of Notes for Common Stock 
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Related to Exchange of Notes for Common Stock

  • Exchange of Common Shares for Rights The Board of Directors of the Company may, at its option, at any time after the occurrence of a Trigger Event, exchange Common Shares for all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 11.1.2) by exchanging at an exchange ratio of that number of Common Shares having an aggregate value equal to the Spread (with such value being based on the current per share market price (as determined pursuant to Section 11.4) on the date of the occurrence of a Trigger Event) per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such amount per Right being hereinafter referred to as the "Exchange Consideration"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Acquiring Person shall have become the Beneficial Owner of 50% or more of the Common Shares then outstanding. From and after the occurrence of an event specified in Section 13.1, any Rights that theretofore have not been exchanged pursuant to this Section 27.1 shall thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 27.1. The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish.

  • Exchange of Notes A Noteholder may exchange Notes for other Notes of the same Class by surrendering the Notes to be exchanged at the office or agency of the Issuer maintained under Section 3.2. If the requirements of Section 8-401(a) of the UCC are met, the Issuer will execute, the Indenture Trustee will authenticate and the Noteholder will receive from the Indenture Trustee new Notes of the same Class, in the same principal amount.

  • Conversion of Common Stock In case all or any portion of the authorized and outstanding shares of Common Stock of the Company are redeemed or converted or reclassified into other securities or property pursuant to the Company's Certificate of Incorporation or otherwise, or the Common Stock otherwise ceases to exist, then, in such case, the Holder of this Warrant, upon exercise hereof at any time after the date on which the Common Stock is so redeemed or converted, reclassified or ceases to exist (the "TERMINATION DATE"), shall receive, in lieu of the number of shares of Common Stock that would have been issuable upon such exercise immediately prior to the Termination Date, the securities or property that would have been received if this Warrant had been exercised in full and the Common Stock received thereupon had been simultaneously converted immediately prior to the Termination Date, all subject to further adjustment as provided in this Warrant. Additionally, the Purchase Price shall be immediately adjusted such that the aggregate Purchase Price of the maximum number of securities or other property for which this Warrant is exercisable immediately after the Termination Date is equal to the aggregate Purchase Price of the maximum number of shares of Common Stock for which this Warrant was exercisable immediately prior to the Termination Date, all subject to further adjustment as provided herein.

  • Valid Issuance of Preferred and Common Stock The Shares being purchased by the Investors hereunder, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid, and nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and the Ancillary Agreements and under applicable state and federal securities laws. The Conversion Shares have been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Restated Certificate, will be duly and validly issued, fully paid, and nonassessable and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and the Ancillary Agreements and under applicable state and federal securities laws.

  • Transfer and Exchange of Definitive Notes for Beneficial Interests A Holder of a Definitive Note may exchange such Note for a beneficial interest in a Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Global Note at any time. Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Global Notes.

  • Transfer and Exchange of Definitive Notes for Beneficial Interests in Global Notes Transfers and exchanges of Definitive Notes for beneficial interests in the Global Notes also shall require compliance with either subparagraph (i), (ii) or (iii) below, as applicable:

  • Registration of Common Stock The Company agrees that prior to the commencement of the Exercise Period, it shall file with the Securities and Exchange Commission a post-effective amendment to the Registration Statement, or a new registration statement, for the registration, under the Act, of, and it shall take such action as is necessary to qualify for sale, in those states in which the Warrants were initially offered by the Company, the Common Stock issuable upon exercise of the Warrants. In either case, the Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement until the expiration of the Warrants in accordance with the provisions of this Agreement. The provisions of this Section 7.4 may not be modified, amended or deleted without the prior written consent of EBC.

  • Conversion and Exchange of Shares (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Purchaser, Parent, the Company or any stockholder of the Company:

  • Issuance of Shares of Common Stock As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price (if any), the Company shall issue to the registered holder of such Warrant a certificate or certificates, or book entry position, for the number of shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant shall not have been exercised in full, a new countersigned Warrant, or book entry position, for the number of shares as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, in no event will the Company be required to net cash settle the Warrant exercise. No Warrant shall be exercisable for cash and the Company shall not be obligated to issue shares of Common Stock upon exercise of a Warrant unless the Common Stock issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Warrants. In the event that the condition in the immediately preceding sentence is not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant for cash and such Warrant may have no value and expire worthless, in which case the purchaser of a Unit containing such Public Warrants shall have paid the full purchase price for the Unit solely for the shares of Common Stock underlying such Unit. Warrants may not be exercised by, or securities issued to, any registered holder in any state in which such exercise would be unlawful.

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