Exchange Documents. This Agreement, the Roadships Documents and all other documents necessary or reasonably required to consummate the Share Exchange, all in form and substance reasonably satisfactory to Click, will be duly executed and delivered to Click on or prior to the Closing Date.
Exchange Documents. At the request of the Company you shall furnish copies of any or all of the Prospectus, the Letter of Transmittal and the Notice of Guaranteed Delivery (collectively, the "Exchange Documents") promptly to any person designated in such request. All mailings under this Section shall be by first class mail, postage prepaid, unless otherwise specified in such request. The Company will furnish you with such additional copies of the Exchange Documents as you may request to fulfill your obligations under this Section.
Exchange Documents. Investor acknowledges that the exchange of this SAFE into Exchange Shares pursuant to Section 2.1 may require Investor’s execution of certain agreements and other documents relating to the purchase and sale of the Exchange Shares (collectively, the “Exchange Documents”), and Investor agrees to execute all of the Exchange Documents in connection with an Exchange Event. In the event of an exchange in a Qualified Financing or pursuant to subclause (v) of the definition of “Exchange Event”, such Exchange Documents shall be the same documents to be entered into with the purchasers of Standard Preferred, with appropriate variations for the SAFE Preferred, if applicable. At least five (5) days prior to the closing of a Qualified Financing, the Company will notify Investor in writing of the terms of the Preferred Shares that are expected to be issued in such financing.
Exchange Documents. Simultaneously with the execution of the this Agreement, or as soon as practicable thereafter, each Investor (other than Moneyline (as hereinafter defined) with respect to the MLT Escrow Shares (as hereinafter defined)) shall delivering to the Company, to be held in escrow by the Company pending the Closing (as hereinafter defined), share certificates representing the shares of Series A Preferred Stock set forth opposite such Investor’s name on Schedule 1.02 hereto, together with duly executed but undated stock powers with respect to the shares of Series A Preferred Stock represented by such certificates; provided, however, if any Investor is unable to deliver such certificates because such certificates have been lost, stolen or destroyed, such Investor may provide the Company with lost certificate affidavits and indemnification agreements in forms reasonably acceptable to the Company in lieu of delivering certificates representing such Investor’s shares of Series A Preferred Stock. The Company acknowledges that 21,239 shares of Series A Preferred Stock registered in the name of MLT, LLC, a Delaware limited liability company and successor to the interest of Moneyline Telerate Holdings, Inc. (“MLT”), are held in escrow (the “MLT Escrow Shares”) pursuant to an Escrow Agreement (the “Escrow Agreement”), by and among MLT, Reuters Limited and The Bank of New York, as escrow agent (the “Escrow Agent”). MLT hereby agrees that share certificates representing the MLT Escrow Shares shall be delivered by the Escrow Agent, at the direction of MLT, to the Company at the Closing.
Exchange Documents. The Exchange Documents shall be in customary form for an exchange offer, and shall include such terms, conditions and releases as are customary for and exchange offer of the type contemplated by this Agreement.
Exchange Documents. At the request of the Company you shall furnish ------------------ copies of any or all of the Prospectus, the Letter of Transmittal and the Notice of Guaranteed Delivery (collectively, the "Exchange Documents") promptly to any person designated in such request. All mailings under this Section shall be by first class mail, postage prepaid, unless otherwise specified in such request. The Company will furnish you with such additional copies of the Exchange Documents as you may request to fulfill your obligations under this Section.
Exchange Documents. No later than two (2) Business Days prior to the Closing, the Company shall reasonably cooperate with the Exchange Agent to solicit and obtain, any other customary documents, including a letter of a transmittal, as may reasonably be required by the Exchange Agent completed by each applicable Seller and all other applicable payees, including any applicable Tax forms (e.g., IRS Form W-9 or an applicable IRS Form W-8), (the “Exchange Documents”), along with the Payment Schedule or other document(s) as the Exchange Agent may require in order to make the payments of the Purchase Price contemplated by this Agreement to the Sellers, and, to the extent applicable, the payees receiving payments with respect to Company Transaction Expenses. Only upon return of the Exchange Documents, duly completed in accordance with the instructions, by a Seller to the Exchange Agent, such Seller shall be entitled to receive in exchange therefor the consideration provided for herein. Purchaser shall cause the Exchange Agent to make payment to each such Seller promptly following receipt by the Exchange Agent of such duly completed Exchange Documents; provided that, the Exchange Agent Agreement will provide that the Exchange Agent shall make payment on the Closing Date to each Seller that submits duly completed Exchange Documents at least two (2) Business Days prior to the Closing Date (subject to the Exchange Agent’s policies and practices). If payment of any portion of the consideration provided for herein is to be made to any Person other than the Person in whose name the Shares are registered, it shall be a condition of payment that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the applicable portion of the consideration provided for herein to a Person other than the registered holder of such Shares, as applicable, or shall have established to the reasonable satisfaction of Parent that such Tax either has been paid or is not applicable. After the Closing, the Shares shall represent only the right to receive the applicable portion of the consideration provided for herein as contemplated by this Article II.
Exchange Documents. Except as disclosed in the Exchange Documents, there are no stockholders agreements, voting agreements or other similar agreements with respect to the common stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company's stockholders.
Exchange Documents. Each of the Company and, to the Company's knowledge, the Entertainment Restaurant Corporation Stockholders, the Entertainment Restaurant Limited Partners and the S Corporation Restaurant Corporations had full legal right, power and authority to enter into the Exchange Documents and to perform the transactions contemplated thereby. The Exchange Documents were duly authorized and executed by the Company and, to the Company's knowledge, by the Entertainment Restaurant Corporation Stockholders, the Entertainment Restaurant Limited Partners and the S Corporation Restaurant Corporations, constitute valid and binding obligations of the Company, enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws relating to or affecting creditors' rights generally or by general equitable principles and the transactions contemplated thereby have been consummated. The execution and performance of the Exchange Documents by the Company and the Entertainment Restaurant
Exchange Documents. Such 1031 Exchange Documents executed by Seller as may be reasonably required by the Qualified Intermediary (as defined in Section 8.4 herein).
