Exchange of Preferred Shares. The Company acknowledges and agrees that each of the Investors is acting solely in the capacity of arm's length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby. The Company further acknowledges that each Investor is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby and any advice given by any of the Investor or any of their respective representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Investor's purchase of the Securities. The Company further represents to each Investor that the Company's decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.
Exchange of Preferred Shares. The settlement of the Exchange will take place on September 30, 2013 (the “Settlement Date”), at which time the Holder will cause delivery of the Preferred Shares to the Company, and the Company will cause the Exchange Shares (as defined below) to be credited, in accordance with the procedures of the Depository Trust Company, into a book-entry account previously identified in writing by the Holder, in exchange for the Preferred Shares, the Preferred Shares that would have been issued as a pay-in-kind dividend on September 30, 2013 and all claims Holder may have arising out of or relating to the Preferred Shares (including without limitation, any dividends thereon, whether accrued, accumulated, declared or otherwise).
Exchange of Preferred Shares. Subject to an in accordance with the Exchange Proceedures set forth in Exhibit D hereto, the Corporation and each of the Purchasers hereby agree that the Corporation may elect, in its sole discretion, to cause Purchasers to exchange all of the then-outstanding Preferred Shares for Non-Voting Common Stock and that the Purchasers shall cause the Preferred Shares to be so exchanged (the “Share Exchange”).
Exchange of Preferred Shares. Subject to the terms and conditions of this Agreement, at the Closing provided for in Section 3, (i) each Purchaser shall sell, convey transfer and assign to the Company, free and clear of all liens, pledges, encumbrances, changes, restrictions or known claims of any kind, nature and description, and the Company shall purchase and accept, the number of shares of current issued and outstanding Preferred Shares of the applicable series specified opposite such Purchaser’s name in Schedule A (such Preferred Shares, the “Exchanged Shares”) and (ii) in exchange for the transfer by the Purchasers, the Company shall sell, convey, transfer and assign to the Purchasers, and the Purchasers shall accept from the Company, the number of shares of MRP Shares and of the applicable series specified opposite such Purchaser’s name in Schedule A. The Purchasers’ obligations hereunder are several and not joint obligations and no Purchaser shall have any liability to any Person for the performance or non-performance of any obligation by any other Purchaser hereunder. The Series O MRP Shares, the Series P MRP Shares, the Series Q MRP Shares, the Series R MRP Shares and the Series S MRP Shares issued hereunder are each herein sometimes referred to as MRP Shares of a “series.”
Exchange of Preferred Shares. Subject to Sections 2(a) and 2(b), the Preferred Shares shall be exchangeable for Common Shares pursuant to the Exchange Right(s), on the terms and conditions set forth in this Section 4(s).
Exchange of Preferred Shares. Interiors and the Holder agree to exchange that number of shares of Preferred Stock into that principal amount of Notes as set forth on Schedule A, pursuant to the terms of the Purchase Agreement and the Escrow Agreement (annexed to the Purchase Agreement as Exhibit B) within ten Business Days after the date hereof. The "Exchange Date" shall be defined as the date the Escrow Agent receives the Notes and the Preferred Stock being exchange thereby. On the Exchange Date, the Holder will cease to have any right to receipt or payment of dividends in whole or in part, on the Preferred Stock, but will begin the right to receipt or payment of interest or principal on the Notes.
Exchange of Preferred Shares. Interiors and the Holder agree to exchange that number of shares of Preferred Stock for that principal amount of Notes as set forth on Schedule A and warrants (in the form of Exhibit B annexed hereto) to purchase 110,000 shares of Interiors Class A Common Stock (the "Common Stock"), pursuant to the terms set forth herein and the Escrow Agreement (annexed hereto as Exhibit C) within ten Business Days after the date hereof. The "Exchange Date" shall be defined as the date the Escrow Agent receives the original Note and the Preferred Stock being exchange thereby. On the Exchange Date, the Holder will cease to have any right to receipt or payment of dividends in whole or in part, on the Preferred Stock, but will begin the right to receipt or payment of interest or principal on the Notes.
Exchange of Preferred Shares. On the date hereof, the Holder shall, and the Company shall, pursuant to Section 3(a)(9) of the Securities Act, exchange the Preferred Shares for the Exchange Note, without the payment of any additional consideration (the "Exchange"), as follows:
Exchange of Preferred Shares. Subject to the terms and conditions herein, immediately prior to the Closing, all of the Preferred Shares shall be exchanged for a total of 1,949,278 Common Shares.
Exchange of Preferred Shares. NSO and the Holder agree that NSO shall exchange one (1) share of Series B Stock with Holder for each share of Series A Stock owned of record by Holder, the total number of which Series A shares is listed on Exhibit A hereto opposite the name of the Holder. Upon surrender of the Series A Stock in the manner provided in Paragraph 3 hereof, the Holder will cease to have any right to receipt or payment of dividends, in whole or in part, on the Series A Stock, but will begin the right to receipt or payment of dividends on the Series B Stock.
