Exchange of Common Shares Sample Clauses

Exchange of Common Shares. (a) In full consideration for the Exchange of each share of Class A Common Stock set forth below the Exchanging Party's name on the signature page hereof (the "Common Shares"), the Company agrees to issue the Exchanging Party one (1) share of Series C Convertible Preferred Stock of the Company (the "Preferred Shares"). i.e., each one (1) Common Share shall be Exchanged for one (1) Preferred Share.
Sample 1
AutoNDA by SimpleDocs
Exchange of Common Shares. Certificates representing the Common Shares shall have been tendered to Purchaser in accordance with the terms of this Agreement.
Sample 1Sample 2
Exchange of Common Shares. Stockholder shall have exchanged not less than 88% of the Common Shares it owns, either of record or beneficially, for redeemable preferred common stock of the Company in accordance with Section 7.3 of the Stockholders Agreement.
Sample 1
Exchange of Common Shares. Upon the terms and subject to the conditions contained herein, on the Closing Date, the Company will issue to each Purchaser that number of Common Shares set forth opposite such Purchaser's name on Schedule 1 hereto under the title "Common Shares to be Acquired", except that (a) Bank of America, N.A. hereby requests, and the Company agrees, that (i) 387, 277 shares of Common Stock convertible for $2,999,113.13 of its Pre-Conversion Outstanding Indebtedness to be issued to it pursuant to this Section 2.1 be issued to General Electric Capital Corporation and (ii) 1,156,992 shares of Common Stock convertible for $8,498,829.01 of its Pre-Conversion Outstanding Indebtedness to be issued to it pursuant to this Section 2.1 be issued to Anchorage Capital Master Offshore, Ltd, (b) Xxxxxxx Capital Management, XX XX hereby requests, and the Company agrees, that 387,391 shares of Common Stock convertible for $3,000,000.000 of its Pre-Conversion Outstanding Indebtedness to be issued to it pursuant to this Section 2.1 be issued to Bank of America, N.A., (c) XX Xxxxxx Xxxxx Bank hereby requests, and the Company agrees, that all of the shares of Common Stock to be issued to it pursuant to this Section 2.1 be issued to Chart Holding Corp and (d) SPS High Yield Loan Trading. hereby requests that all of the shares of Common Stock to be issued to it pursuant to this Section 2.1 be issued to Chart Holding Corp. Each Acquiring Entity shall be a beneficiary of this Section 2.1.
Sample 1
Exchange of Common Shares. Subject to the terms and conditions hereof, NIL shall acquire from NCS and NCS shall issue to NIL, Fifteen Thousand (15,000) shares of NCS's common stock (the "NCS Shares") on the date hereof in exchange for Thirty Nine Thousand Nine Hundred Fifty Six (39,956) common shares of Prestolock; Thirty Thousand (30,000) common shares of Vassar; One Thousand Eight Hundred Fifty (1,850) common shares of Monroe and Five Thousand (5,000) common shares of Skandy, which represent all of the issued and outstanding capital stock of Prestolock, Vassar, Monroe and Skandy (collectively the "Common Shares").
Sample 1
Exchange of Common Shares. Subject to the terms and conditions hereof, NIL shall acquire from NMT and NMT shall issue to NIL Ten Thousand (10,000) of NMT's common stock (the "NMT Shares") on the date hereof in exchange for One Thousand Fifty Three (1,053) common shares of Utilase, Inc. (the "Utilase Shares"), Three Thousand Five Hundred Eighty Two (3,582) common shares of NMP (the "NMP Shares") and Five Thousand (5,000) common shares of Utilase Production Process, Inc. (the "UPP Shares") which represent all of the issued and outstanding capital stock of Utilase, NMP and UPP (collectively the "Common Shares").
Sample 1
Exchange of Common Shares. Subject to the terms and conditions hereof, Shareholder shall acquire from Noble and Noble shall issue to Shareholder Four Hundred (400) shares of Noble's common stock (the "Noble Shares") on the date hereof in exchange for Five Thousand (5,000) common shares of Skandy Corporation, which represent all of the issued and outstanding capital stock of Skandy ("Skandy Shares").
Sample 1
AutoNDA by SimpleDocs
Exchange of Common Shares. Pursuant to the terms of the Arrangement Agreement, the Common Shares will be immediately exchanged for Amalco Shares following the satisfaction of the Release Conditions on the basis of 0.6667 of an Amalco Share for each Common Share held. Upon the written direction of Amalco, the Subscription Receipt Agent shall deliver such direction to the registrar and transfer agent of the Amalco Shares, to issue, countersign, register and deliver certificates, or in the case of the Depositary, to cause to be issued a book entry only system confirmation, representing such Amalco Shares to the holders of Common Shares that have been issued upon the automatic conversion of the Subscription Receipts.
Sample 1
Exchange of Common Shares 
Sample 1Sample 2

Related to Exchange of Common Shares

  • Exchange of Common Shares for Rights The Board of Directors of the Company may, at its option, at any time after the occurrence of a Trigger Event, exchange Common Shares for all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 11.1.2) by exchanging at an exchange ratio of that number of Common Shares having an aggregate value equal to the Spread (with such value being based on the current per share market price (as determined pursuant to Section 11.4) on the date of the occurrence of a Trigger Event) per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such amount per Right being hereinafter referred to as the "Exchange Consideration"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Acquiring Person shall have become the Beneficial Owner of 50% or more of the Common Shares then outstanding. From and after the occurrence of an event specified in Section 13.1, any Rights that theretofore have not been exchanged pursuant to this Section 27.1 shall thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 27.1. The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish.

  • Sale of Common Stock Upon the terms set forth herein, on the date on which Buyer and Seller shall mutually agree (the "Closing Date"), Seller shall sell, convey, transfer, assign, and deliver to Buyer, and Buyer shall purchase from Seller, the number of shares of Common Stock of the Company set forth on Schedule 1 attached hereto.

  • Exchange of Warrants Upon the surrender by the Registered Holder, properly endorsed, to the Company at the principal office of the Company, the Company will, subject to the provisions of Section 4 hereof, issue and deliver to or upon the order of such Holder, at the Company's expense, a new Warrant or Warrants of like tenor, in the name of the Registered Holder or as the Registered Holder (upon payment by the Registered Holder of any applicable transfer taxes) may direct, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock (or other securities, cash and/or property) then issuable upon exercise of this Warrant.

  • Conversion of Common Stock In case all or any portion of the authorized and outstanding shares of Common Stock of the Company are redeemed or converted or reclassified into other securities or property pursuant to the Company's Certificate of Incorporation or otherwise, or the Common Stock otherwise ceases to exist, then, in such case, the Holder of this Warrant, upon exercise hereof at any time after the date on which the Common Stock is so redeemed or converted, reclassified or ceases to exist (the "TERMINATION DATE"), shall receive, in lieu of the number of shares of Common Stock that would have been issuable upon such exercise immediately prior to the Termination Date, the securities or property that would have been received if this Warrant had been exercised in full and the Common Stock received thereupon had been simultaneously converted immediately prior to the Termination Date, all subject to further adjustment as provided in this Warrant. Additionally, the Purchase Price shall be immediately adjusted such that the aggregate Purchase Price of the maximum number of securities or other property for which this Warrant is exercisable immediately after the Termination Date is equal to the aggregate Purchase Price of the maximum number of shares of Common Stock for which this Warrant was exercisable immediately prior to the Termination Date, all subject to further adjustment as provided herein.

  • Conversion and Exchange of Shares (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Purchaser, Parent, the Company or any stockholder of the Company:

  • Registration of Common Stock The Company agrees that prior to the commencement of the Exercise Period, it shall file with the Securities and Exchange Commission a post-effective amendment to the Registration Statement, or a new registration statement, for the registration, under the Act, of, and it shall take such action as is necessary to qualify for sale, in those states in which the Warrants were initially offered by the Company, the Common Stock issuable upon exercise of the Warrants. In either case, the Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement until the expiration of the Warrants in accordance with the provisions of this Agreement. The provisions of this Section 7.4 may not be modified, amended or deleted without the prior written consent of EBC.

  • Registration of Shares of Common Stock The Company agrees that as soon as practicable after the closing of its initial Business Combination, it shall use its best efforts to file with the Securities and Exchange Commission a registration statement for the registration, under the Act, of the shares of Common Stock issuable upon exercise of the Warrants, and it shall use its best efforts to take such action as is necessary to register or qualify for sale, in those states in which the Warrants were initially offered by the Company and in those states where holders of Warrants then reside, the shares of Common Stock issuable upon exercise of the Warrants, to the extent an exemption is not available. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Warrants in accordance with the provisions of this Agreement. If any such registration statement has not been declared effective by the 90th day following the closing of the Business Combination, holders of the Warrants shall have the right, during the period beginning on the 91st day after the closing of the Business Combination and ending upon such registration statement being declared effective by the Securities and Exchange Commission, and during any other period when the Company shall fail to have maintained an effective registration statement covering the shares of Common Stock issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis” as determined in accordance with Section 3.3.1(c). The Company shall provide the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience) stating that (i) the exercise of the Warrants on a cashless basis in accordance with this Section 7.4 is not required to be registered under the Act and (ii) the shares of Common Stock issued upon such exercise will be freely tradable under U.S. federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Act) of the Company and, accordingly, will not be required to bear a restrictive legend. For the avoidance of any doubt, unless and until all of the Warrants have been exercised on a cashless basis, the Company shall continue to be obligated to comply with its registration obligations under the first three sentences of this Section 7.4. The provisions of this Section 7.4 may not be modified, amended, or deleted without the prior written consent of the Representative.

  • Issuance of Shares of Common Stock As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price (if any), the Company shall issue to the registered holder of such Warrant a certificate or certificates, or book entry position, for the number of shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant shall not have been exercised in full, a new countersigned Warrant, or book entry position, for the number of shares as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, in no event will the Company be required to net cash settle the Warrant exercise. No Warrant shall be exercisable for cash and the Company shall not be obligated to issue shares of Common Stock upon exercise of a Warrant unless the Common Stock issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Warrants. In the event that the condition in the immediately preceding sentence is not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant for cash and such Warrant may have no value and expire worthless, in which case the purchaser of a Unit containing such Public Warrants shall have paid the full purchase price for the Unit solely for the shares of Common Stock underlying such Unit. Warrants may not be exercised by, or securities issued to, any registered holder in any state in which such exercise would be unlawful.

  • Issuance of Common Shares The Common Shares have been duly authorized and, upon issuance in accordance with the terms of this Agreement, will be validly issued, fully paid, and non-assessable, free from all taxes, liens, claims, encumbrances, and charges with respect to the issuance thereof, will not be subject to preemptive rights or other similar rights of stockholders of the Company, and will not impose personal liability on the holders thereof.

  • Valid Issuance of Common Stock The Shares, when issued, sold and delivered in accordance with the terms hereof for the consideration expressed herein, will be duly and validly authorized and issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement and applicable state and federal securities laws.

Time is Money Join Law Insider Premium to draft better contracts faster.