Preferred Exchange definition

Preferred Exchange means the exchange of all Matrix Preferred Interests by the holders thereof for shares of the Parent’s Series B Preferred Stock pursuant to terms of certain definitive exchange agreements providing for execution of such exchange concurrently with consummation of the Mergers.

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Preferred Exchange. ▇▇▇▇ proposes to exchange the shares of Avant Diagnostics, Inc. (OTCMKST: AVDX) that it beneficially owns, for the preferred equity previously issued by ▇▇▇▇, as follows: 1) “Preferred Exchange Amount Avant” shall be for the stated value of previously issued preferred equity and for the surrender of all warrants issued therewith as of the Closing Date 2) “Preferred Exchange Factor for Avant” shall be thirty-seven and one-half percent (37.50%)

Preferred Exchange has the meaning specified in the recitals to this ------------------ Agreement.

Examples of Preferred Exchange in a sentence

• The Preferred Exchange Shares shall be validly issued, fully paid, and non assessable, and shall be restricted in accordance with Rule 144 promulgated under the Securities Act of 1933.

• If the Company's Annual Shareholders Meeting does not take place on or before June 30, 2003 (the "Termination Date"), then this Agreement and the exchange of the remaining Surrendered Shares for Preferred Exchange Shares shall automatically be cancelled.

• For the avoidance of doubt, the limitations in this Section 4.1(a) shall not apply to any securities of the Company or Prisa owned or acquired by the Investor, other than the Preferred Exchange Shares.

• The conditions to each party’s obligation to consummate the Preferred Exchange are for the sole benefit of such party and may be waived by such party in whole or in part to the extent permitted by applicable law.

• If the Company's Annual Shareholders Meeting does not take place on or before June 30, 2003 (the "Termination Date"), then this Agreement and the exchange of the Surrendered Shares for Preferred Exchange Shares shall automatically be cancelled.

• Each share of Company Class A Preferred Stock issued and outstanding immediately prior to the Effective Time shall be converted and exchanged, without any action on the part of the holders thereof, into the right to receive a number of fully paid and nonassessable shares of NetRatings Common Stock equal to the Preferred Exchange Ratio.

• The Parties shall further cooperate with each other and use their respective reasonable efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on their part under this Agreement and applicable Laws to consummate the Exchange, the Series A Preferred Exchange and the other transactions contemplated by this Agreement.

• The Company Preferred Shareholder is acquiring the Series B Preferred Stock pursuant to the Series A Preferred Exchange for his own account as principal, not as a nominee or agent, for investment purposes only, and not with a view to, or for, resale, distribution, or fractionalization thereof in whole or in part in any transactions that would be in violation of the Securities Act or any state securities or “blue-sky” laws.

• The exchanges referred to in each of the Other Preferred Exchange Agreements (collectively the “Other Preferred Exchanges”) and the TARP Exchange are to occur prior to or simultaneously with the Closing.

• Except as set forth in this Agreement, as a result of the consummation of the Exchange and the Series A Preferred Exchange, no shares of capital stock, warrants, options or other securities of the Seller are issuable and no rights in connection with any shares, warrants, rights, options or other securities of the Seller accelerate or otherwise become triggered (whether as to vesting, exercisability, convertibility or otherwise).

More Definitions of Preferred Exchange

Preferred Exchange has the meaning set forth in first recital of this Agreement.

Preferred Exchange shall have the meaning ascribed to such term in Section 3.3(l).

Preferred Exchange has the meaning set forth in Section 3.03(c).

Preferred Exchange has the meaning set forth in the Recitals.

Preferred Exchange means the exchange of the Preferred Stock for Common Stock in accordance with the Term Sheet.