Exchange Tranche definition
Examples of Exchange Tranche in a sentence
All Marks that have been registered with the United States Patent and Trademark Office are currently in compliance with all formal legal requirements (including the timely post-registration filing of affidavits of use and incontestability and renewal applications), are valid and enforceable, and except as set forth on Schedule 3.1(ff) are not subject to any maintenance fees or taxes or actions falling due within ninety days after the Exchange Tranche Closing Date.
On the Exchange Tranche Closing Date and in sole consideration for the Transfer of the Subject Shares, the Company shall deliver, in exchange for the Transfer (the “Exchange”) to the Purchaser, the Exchange Shares.
The Company and the Subsidiaries are in material compliance with any and all applicable requirements of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the SEC thereunder that are effective as of the date hereof and as of the Exchange Tranche Closing Date.
The Company has no Knowledge of any facts or circumstances which lead it to believe that it will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from the Exchange Tranche Closing Date.
On the Exchange Tranche Closing Date, all rights that the Purchaser held under the Securities Purchase Agreement entered into by and between the parties hereto on May 8, 2024 (the “Prior Agreement”) and the Transaction Documents (as such term is defined in the Prior Agreement) shall be terminated and be deemed null and void and of no further force or effect.
Once repaid or prepaid, Exchange Tranche B-1 Term Loans may not be reborrowed.
All of the issued Patents are currently in compliance with formal legal requirements (including payment of filing, examination, and maintenance fees and proofs of working or use), are valid and enforceable, and are not subject to any maintenance fees or taxes or actions falling due within ninety days after the Exchange Tranche Closing Date.
On the Exchange Tranche Closing Date, for no additional consideration, Purchaser shall be issued five-year warrants to acquire 1,000,000 shares of Common Stock, which Warrant shall be in the form of Exhibit C attached hereto (each, a “Warrant” and collectively, the “Warrants”).
Subject to the terms and conditions herein and the satisfaction of the conditions to closing set forth in this Article II, on the Exchange Tranche Closing Date, the Purchaser hereby agrees to transfer, convey, assign, set over and deliver (“Transfer”) to the Company, with full title guarantee, and the Company shall acquire and accept from the Purchaser, all and not less than all of the Subject Shares, free and clear of all Encumbrances.