Exchange of Series A Preferred Stock. AWT shall have completed an exchange of the Series A Preferred Stock held by CGE into Exchange Common Shares pursuant to Section 1.1, and CGE and Anjou shall have received duly executed certificates representing the Exchange Common Shares.
Exchange of Series A Preferred Stock. A. The Series A Preferred Stock shall be exchangeable, at any time, at the option of the Corporation and to the extent permitted by applicable law, in whole but not in part, on any Dividend Payment Date for Junior Subordinated Debentures (issued pursuant to an indenture (the "Indenture") prepared in accordance with the Investment Agreement), in principal amount of $1,000 per share of Series A Preferred Stock (a "Debenture" and, collectively, the "Debentures"), in accordance with this Article VI:
Exchange of Series A Preferred Stock. . . 18 Section 6.6 Stockholder Approval; Restated Certificate of Incorporation . . . . . . . . . . . . . . . . 18 Section 6.7 Warrant Agreement . . . . . . . . . . . . . 18 ARTICLE VII
Exchange of Series A Preferred Stock. The holder(s) of the Series A Preferred Stock of ASC shall have exchanged such Capital Stock on a dollar-for-dollar basis for New Junior Subordinated Notes.
Exchange of Series A Preferred Stock. Each of the Company and Shareholder agrees that, on the date hereof, Shareholder cancels 19,000,000 shares of common stock and the Company shall issue to Shareholder in exchange therefore 19,000,000 shares of Series A Preferred Stock. The exchange of the common stocks for the Series A Preferred Stock will be made in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act.:
Exchange of Series A Preferred Stock. Notes. Prior to or -------------------------------------------- at the Closing, the Purchasers shall surrender to the Company stock certificates representing their shares of Series A Preferred Stock, the April Notes and/or June Notes, as applicable. Upon the Closing, the Purchasers shall receive in exchange for the surrender of the stock certificates representing shares of Series A Preferred Stock, the April Notes and/or the June Notes, as applicable, stock certificates representing their pro rata portion of the Preferred Shares.
Exchange of Series A Preferred Stock. Subject to the terms and conditions hereof, each Deerfield Investor hereby agrees to exchange all of the shares of Series A Preferred Stock held by such Deerfield Investor (and/or, in the case of DPF, by its affiliate Deerfield Private Design International II, L.P. (“DPDI”); provided that, for purposes hereof, any shares of Series A Preferred Stock held by DPDI shall be deemed to be DPF’s Series A Preferred Shares) for a number of shares of Common Stock set forth opposite such Investor’s name on Schedule II hereto (collectively, all such shares issued pursuant to this Section 1.01, the “Exchange Shares”) as follows:
Exchange of Series A Preferred Stock. Buyer shall authorize, designate and issue the Series C Preferred Stock, which shall have the same rights, powers, preferences and limitations, including the conversion rights, as the Series A Preferred Stock under the Series A Certificate of Designation, except that the holders of such Series C Preferred Stock shall not be entitled to vote as a separate class to elect any directors to Buyer's Board of Directors, and such Certificate of Designation, Preferences and Relative Rights and Limitations shall be in the form as approved by the Board of Directors of Buyer prior to the execution of this Agreement (the "SERIES C CERTIFICATE OF DESIGNATION"). At the Closing, each Seller shall exchange its share of Series A Preferred Stock for one share each of Series C Preferred Stock by delivering to Buyer certificates representing the two outstanding shares of Series A Preferred Stock, duly endorsed or accompanied by stock powers duly executed in blank and otherwise in form acceptable for transfer on the books of Buyer, and Buyer will deliver to each Seller (i) a stock certificate representing one share of Series C Preferred Stock, and (ii) payment in cash of any and all unpaid dividends accrued pursuant to the Series A Certificate of Designation on the shares of Series A Preferred Stock being exchanged hereunder (the "SERIES A DIVIDEND").
Exchange of Series A Preferred Stock. At the closing of the Transactions, each Stockholder agrees to exchange all Shares held by such Stockholder for a number of shares of Common Stock equal to the product of $1,000 and the number of Shares exchanged (the “Face Amount”) divided by the Issue Price, rounded up to the nearest whole share. Upon issuance, such shares of Common Stock shall be validly issued, fully paid and non-assessable. At the closing of the Transactions, each Stockholder shall deliver all share certificates evidencing all of said Stockholder’s Shares to the Company and shall execute a stock power separate from the certificate transferring the Stockholder’s Shares to the Company and, within two (2) business days following the closing of the Transactions, the Company shall deliver to each Stockholder a certificate in such Stockholder’s name representing the number of shares of Common Stock issued to such Stockholder pursuant to this Section 2.
Exchange of Series A Preferred Stock for the Series B-3
