The Exchange Agreement Sample Clauses

The Exchange Agreement. The Exchange Agreement has been duly authorized, executed and delivered by the Company and the Sponsor and constitutes a valid and legally binding obligation of the Company and the Sponsor enforceable against the Company and the Sponsor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability.
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The Exchange Agreement. The Exchange Agreement shall be in full force and effect and all the conditions to the exchange of the Rollover Interests in accordance with the terms thereof shall have been satisfied.
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The Exchange Agreement. Simultaneous with the executed and delivery of this Agreement, OTMI shall have executed (and delivered in escrow to each of the Escrow Agent and counsel to OTMI) a stock exchange agreement with DIAMOND DECISIONS, INC., a Nevada corporation ("DIAMOND") and CAROLYN M. JONES ("JONES"), HEATHER FABBRI ("FABBRI") and YVXXXX XXXXXXXX ("CXXXXXLL") (xxxxxxxxxxxx, xhe "DXXXXXX PRINCIPAX XXXXXXXXXXXX"), in xxxxxxxxially the form of EXHIBIT B annexed hereto and made a part hereof (the "EXCHANGE AGREEMENT"). Pursuant to the terms of the Exchange Agreement and provided that all of Highland's obligations under this Agreement have been complied with, the date of closing of the transactions contemplated thereby (the "DIAMOND EXCHANGE CLOSING") will occur AFTER the Closing Date of the sale and purchase of the Subject Shares contemplated hereby, but not later than June 30, 2007, unless extended by mutual agreement of the parties to the Exchange Agreement. There shall be no conditions precedent to the obligations of the Diamond Principal Shareholders or OTMI to consummate the Diamond Exchange Closing, other than delivery of the restated audit of financial statements of Diamond for the three fiscal years ended December 31, 2006, as audited in accordance with Regulation S-X promulgated under the Securities Act of 1933, as amended. Pursuant to the terms of such Exchange Agreement, at the Diamond Exchange Closing:
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The Exchange Agreement. 2.1 This Plan of Exchange is made pursuant to, and is subject to, the Exchange Agreement as it may be amended in accordance with its terms.
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Related to The Exchange Agreement

  • Exchange Agreement As a condition of the Holder’s receipt and acceptance of this Purchase Warrant, Xxxxxx agrees that, at any time prior to the complete exercise of this Purchase Warrant by Holder, if the Company and the Underwriter enter into an agreement (“Exchange Agreement”) pursuant to which they agree that all outstanding Purchase Warrants will be exchanged for securities or cash or a combination of both, then Holder shall agree to such exchange and become a party to the Exchange Agreement.

  • Securities Purchase Agreement This Agreement and the transactions contemplated hereby have been duly and validly authorized by the Company, this Agreement has been duly executed and delivered by the Company and this Agreement, when executed and delivered by the Company, will be, a valid and binding agreement of the Company enforceable in accordance with its terms, subject as to enforceability to general principles of equity and to bankruptcy, insolvency, moratorium, and other similar laws affecting the enforcement of creditors’ rights generally.

  • Stock Purchase Agreement Each Purchaser understands and agrees that the conversion of the Notes into equity securities of the Company will require such Purchaser’s execution of certain agreements relating to the purchase and sale of such securities as well as any rights relating to such equity securities.

  • Shareholder Agreement The Shareholder Agreement shall have been duly executed and delivered by the Company.

  • Stockholder Agreement The Stockholder agrees that, during the period from the date of this Agreement until the Expiration Date:

  • Investment Agreement AUGUST.2017 12

  • Stockholder Agreements Except as provided in this Agreement and the other Transaction Documents, there are no agreements, written or oral, between the Company and any current holder of its securities, or to the Company's knowledge, among any holders of its securities, relating to the acquisition (including, without limitation, rights of first refusal, anti-dilution or preemptive rights), disposition, registration under the Securities Act, or voting of the Common Stock or Preferred Stock.

  • The Purchase Agreement This Agreement has been duly authorized, executed and delivered by the Company and the Guarantors.

  • Shareholder Agreements As a material inducement to Parent to enter into this Agreement, and simultaneously with, the execution of this Agreement, each Shareholder (as defined herein) is entering into an agreement, in the form of Annex A hereto (collectively, the "Shareholder Agreements"), pursuant to which they have agreed, among other things, to vote their shares of Company Common Stock in favor of this Agreement.

  • Voting Agreement Stockholder hereby agrees with Parent that, at any meeting of Company's stockholders, however called, and any adjournment or postponement thereof, or in connection with any written consent of Company's stockholders, Stockholder shall vote any Shares with respect to which Stockholder has voting power (i) in favor of approval of the Merger and the Merger Agreement and any actions recommended by the Board of Directors of Company that are required in furtherance of the transactions contemplated thereby; provided that Stockholder shall not be required to vote for any action that would decrease the number of shares of Parent Common Stock to be received by the stockholders of Company in respect of their shares of Company capital stock in the Merger; (ii) against any proposal to authorize any action or agreement that would result in a breach in any respect of any representation, warranty, covenant, agreement or obligation of Company under the Merger Agreement or that would prevent the consummation of the Merger; (iii) against: (A) any proposal by Company to enter into or consent to any Third Party Acquisition (as defined below); (B) any change in the individuals who, as of the date hereof, constitute the Board of Directors of Company (except as contemplated by the Merger Agreement); (C) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving Company and any Third Party (as defined below), other than the Merger; (D) a sale, lease, transfer or disposition of all or substantially all of the assets of Company's business outside the ordinary course of business, or of any assets that are material to its business whether or not in the ordinary course of business, or a reorganization, recapitalization, dissolution or liquidation of Company; (E) any amendment of Company's Certificate of Incorporation or bylaws, except as contemplated by the Merger Agreement; and (F) any other action that is intended, or could reasonably be expected, to impede, interfere with, delay, postpone or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement, or any of the transactions contemplated by this Agreement; and (iv) in favor of any proposal to grant Company's management discretionary authority to adjourn any meeting of Company's stockholders for the purpose of soliciting additional proxies in the event that, at any meeting held for the purpose of considering the Merger Agreement, the number of shares of Company Common Stock present or represented and voting in favor of the Merger is insufficient to approve the Merger.

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