Exchange Transaction. In the event that Seller elects to consummate the transaction contemplated herein by virtue of an exchange transaction under Section 1031 of the Code, Buyer shall cooperate with Seller in so effecting Seller's consummation of such transaction subject to the following conditions:
Exchange Transaction. Parent and the Stockholder shall consummate the Exchange Transaction on the seventh (7th) Business Day (as defined in the Exchange Agreement) following the date hereof or as promptly as practicable thereafter.
Exchange Transaction. Upon the occurrence of the Qualified Dispositions (or, if the exchange occurs after a Qualified Public Offering, promptly following the determination of Exchange Percentage), the Company shall issue to Telematica a number of shares of Common Stock that correspond (taking into account such issuance) to the Exchange Percentage. The issue shall be without warranty except for customary warranties as to authorization and title.
Exchange Transaction. Buyer agrees upon the request of Seller to cooperate with Seller in closing all or part of this transaction as an exchange pursuant to Internal Revenue Code Section 1031, provided that:
Exchange Transaction. (a) At the Exchange Closing (as hereinafter defined), RSI shall issue the RSI Shares (as hereinafter defined) to the Employee in exchange (the "Exchange Transaction") for the Exchange Securities (as hereinafter defined). For purposes of this Agreement, the term "
Exchange Transaction. Both Parties shall maintain records of all transactions. The receiving Party shall pay by transferring to the supplying Party logistic support, supplies and services that are agreed between the Parties to be of equal monetary value to the logistic support, supplies and services delivered or performed by the supplying Party. If the receiving party does not complete the exchange within the terms of a replacement schedule agreed to or in effect at the time of the original transaction, within time frames which may not exceed one (1) year from the date of the original transaction, the transaction shall be deemed reimbursable and governed by paragraph 1a above, except that the price shall be established using actual or estimated prices in effect on the date payment would otherwise have been due.
Exchange Transaction. (a) In order to effect the complete cancellation of $32,162,356.81 in obligations due and owing under the Tranche A-1 Term Loan, effective upon the Closing (as defined herein), the parties hereto agree as follows: (i) the Purchaser hereby agrees that all of the liabilities, obligations and indebtedness owing by the Company to such Purchaser under the Credit Agreement and other Loan Documents (as defined in the Credit Agreement) in the amount totaling $32,162,356.81 in principal (inclusive of paid-in-kind interest), plus any accrued cash interest thereon, are hereby deemed satisfied in full, and irrevocably discharged, terminated, released, and of no further force or effect (the “Cancelled Debt”); and (ii) in exchange for such cancellation, the Company hereby authorizes and agrees to, and hereby does, issue and sell an aggregate of 107,207,856 shares of its Common Stock, at a per share price equal to $0.30 per share (the “Exchange Shares”), to the Purchaser, and has paid to the Agent (as defined in the Credit Agreement) all unpaid but accrued cash interest on the Cancelled Debt pursuant to the Credit Agreement (collectively, the “Exchange Transaction”).
Exchange Transaction. At the closing ("Closing"), each Stockholder shall transfer, assign, grant, convey, and set over to Acquisition Co., and its successors and assigns forever, and Acquisition Co. shall accept and receive from each such Stockholder, free and clear of any and all encumbrances, all of such Stockholder's right, title, and interest in, to, and under voting shares of QV ("QV Voting Stock") as follows: -------------------------------------------------------------------------------- Stockholder QV Voting Stock -------------------------------------------------------------------------------- Sundog Technologies, Inc. 550,000 shares of Series A Preferred Stock RockMountain Ventures Fund, LP 107,000 shares of Series B Preferred Stock ------------------------------------------------------------------------------
Exchange Transaction. “Exchange Transaction” means an exchange of Units for shares of Common Stock pursuant to, and in accordance with, the Exchange Agreement (or such other exchange agreement) or, if GPC Inc. and the exchanging Limited Partner shall mutually agree, a Transfer of Units to GPC Inc., the Partnership or any of their subsidiaries for other consideration.
Exchange Transaction. The New Notes are being issued to the Holders solely in exchange for the Outstanding Notes and the Company has not received from the Holders, directly or indirectly, any additional consideration in connection with the Exchange Transaction. The Company has not paid and will not pay, directly or indirectly, any commission or other remuneration for soliciting the Exchange Transaction. The issuance of the New Notes is exempt, and the issuance of the Underlying Common Stock will be exempt from the registration requirements of the Securities Act under the exemption from registration provided by Section 3(a)(9) of the Securities Act.
