Preferred Exchange Sample Clauses

Preferred Exchange. (a) On the terms and subject to the conditions set forth in this Agreement, upon the Closing (i) the Company agrees to issue to the Investor, in exchange for the Warrant and its 6,785 Preferred Shares, the Exchange Shares and (ii) the Investor agrees to deliver to the Company the Warrant and the Preferred Shares in exchange for the Exchange Shares.
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Preferred Exchange. Upon the completion of the Preferred Exchange, the Preferred Units shall be cancelled, and any authorized but unpaid Preferred Distributions shall remain an obligation of the Company, and such obligation shall rank, with respect to distribution rights and rights upon liquidation, winding up or dissolution of the Company, senior to the Common Units.
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Preferred Exchange. Immediately following the Sale, Purchaser shall (and/or shall cause its designee to) transfer, convey, assign and deliver to Parent five million Class A Common Units and five million Class B Common units, in exchange for five million Series A Convertible Preferred Units (which shall represent 100% of the outstanding Series A Convertible Preferred Units) and five million Series B Convertible Preferred Units (which shall represent 100% of the outstanding Series B Convertible Preferred Units) (together, the “Preferred Exchange”).
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Preferred Exchange. (a) On the terms and subject to the conditions set forth in this Agreement, upon the Closing (i) the Company agrees to issue to the Investor, in exchange for its 135,000 Preferred Shares, including the accrued and unpaid dividends thereon as of the Closing Date, 5,613,981 Exchange Shares(1) and, if the Closing shall occur after February 15, 2011, such number of additional Exchange Shares (rounded to the nearest whole number) that is equal to (x) the amount of all accrued and unpaid dividends on the Preferred Shares from February 16, 2011 through and including the Closing Date, divided by (y) $10.00,(2) and (ii) the Investor agrees to deliver to the Company the Preferred Shares in exchange for such number of Exchange Shares.
Sample 1
Preferred Exchange. XXXX proposes to exchange the shares of Avant Diagnostics, Inc. (OTCMKST: AVDX) that it beneficially owns, for the preferred equity previously issued by XXXX, 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%) 3) “Number of Shares” in AVDX shall be a) the product the Preferred Exchange Amount Avant times the Preferred Exchange Factor for Avant, with such product divided by b) the lower of i) $0.16 per share and ii) the share price of AVDX as of two (2) business days preceding the Closing Date as defined below (“AVDX Divisor”), with such AVDX Divisor being subject to a floor of $0.12 per share (“AVDX Floor”), to estimate c) the number of shares, with final share amount issued to be rounded down (no fractional shares). For clarity, the AVDX Divisor and AVDX Floor herein for the Preferred Holders is intended to be the same as used for the Debt Exchange of Avant for the Debt Holders described above Initials: ______ / ______
Sample 1
Preferred Exchange. The definitive terms of the Preferred Exchange are still being discussed by the Company and Standby Purchaser as of the date hereof and notwithstanding the provisions set forth herein and the Term Sheet, the Company and Standby Purchaser may determine to modify the Preferred Exchange by amending this Agreement, each such party acting reasonably in connection therewith.
Sample 1
Preferred Exchange. For so long and to the extent that a Holder continues to hold Series A Preferred Stock of RAC, the Holder hereof shall exercise the Purchase Rights granted herein, in whole or in part, by delivering (i) a signed Notice of Exercise, as attached hereto as Exhibit A (including the Substitute Form W-9, which forms a part thereof, the “Notice of Exercise”) and (ii) shares of Series A Preferred Stock of RAC having a Stated Value (as defined in the designation of such Series), plus accrued but unpaid dividends for the latest Dividend Period (as such term is defined in the Securities Purchase Agreement) (collectively, the “Preferred Value”) equal to the Purchase Rights Exercise Price for the Purchase Rights being exercised to RAC at the address provided in Section 8.7 hereof (the “Preferred Exchange”). In exchange therefore, RAC shall deliver the Exercised Purchase Rights Value in the form elected by RAC. Any Preferred Exchange shall be subject to prior approval by the Board of Governors of the Federal Reserve System or its delegatee (the “Federal Reserve”).
Sample 1
Preferred Exchange. (a) On the terms and subject to the conditions set forth in this Agreement, upon the Closing (i) the Company agrees to issue to the Investor, in exchange for its 6,300 Preferred Shares, 13,548,387 Exchange Shares, consisting of 13,259,912 shares of Common Stock and 288,475 shares of Non-Voting Common Stock and (ii) the Investor agrees to deliver to the Company the Preferred Shares in exchange for such number of Exchange Shares.
Sample 1

Related to Preferred Exchange

  • Like-Kind Exchange At either party’s request, the non-requesting party will take all actions reasonably requested by the requesting party in order to effectuate all or any part of the transactions contemplated by this Agreement as a forward or reverse like-kind exchange for the benefit of the requesting party in accordance with Section 1031 of the Internal Revenue Code and, in the case of a reverse exchange, Rev. Proc. 2000-37, including executing an instrument acknowledging and consenting to any assignment by the requesting party of its rights hereunder to a qualified intermediary or an exchange accommodation titleholder. In furtherance of the foregoing and notwithstanding anything contained in this Agreement to the contrary, the requesting party may assign its rights under this Agreement to a “qualified intermediary” or an “exchange accommodation titleholder” in order to facilitate, at no cost or expense to the other, a forward or reverse like-kind exchange under Section 1031 of the Internal Revenue Code; provided, however, that such assignment will not relieve the requesting party of any of its obligations hereunder. The non-requesting party will also agree to issue all closing documents, including the deed, to the applicable qualified intermediary or exchange accommodation titleholder if so directed by the requesting party prior to Closing. Notwithstanding the foregoing, in no event shall the non-requesting party incur or be subject to any liability that is not otherwise provided for in this Agreement.

  • Tax Free Exchange As an accommodation to Buyer, Seller agrees to cooperate with Buyer to accomplish an I.R.C. Section 1031 like kind tax deferred exchange, provided that the following terms and conditions are met; (i) Buyer shall give Seller notice of any desired exchange not later than five (5) days prior to the Closing Date; (ii) Seller shall in no way be liable for any additional costs, fees and/or expenses relating to the exchange; (iii) if, for whatever reason, the Closing does not occur, Seller shall have no responsibility or liability to the third party involved in the exchange transaction, if any; and (iv) Seller shall not be required to make any representations or warranties nor assume or incur any obligations or personal liability whatsoever in connection with the exchange transaction. Buyer indemnifies and agrees to hold Seller and each Seller Related Party harmless from and against any and all causes, claims, demands, liabilities, costs and expenses, including attorneys’ fees, as a result of or in connection with any such exchange. As an accommodation to Seller, Buyer agrees to cooperate with Seller to accomplish an I.R.C. Section 1031 like kind tax deferred exchange, provided that the following terms and conditions are met; (i) Seller shall give Buyer notice of any desired exchange not later than five (5) days prior to the Closing Date; (ii) Buyer shall in no way be liable for any additional costs, fees and/or expenses relating to the exchange; (iii) if, for whatever reason, the Closing does not occur, Buyer shall have no responsibility or liability to the third party involved in the exchange transaction, if any; and (iv) Buyer shall not be required to make any representations or warranties nor assume or incur any obligations or personal liability whatsoever in connection with the exchange transaction. Seller indemnifies and agrees to hold Buyer harmless from and against any and all causes, claims, demands, liabilities, costs and expenses, including attorneys’ fees, as a result of or in connection with any such exchange.

  • Mandatory Exchange The Managing Member may, with the consent of those Members (other than the Managing Member) holding not less than 75% of the Holdings Units (as such term is defined in the Exchange Agreement) (excluding any Holdings Units held by the Managing Member) require all Members holding Holdings Units to exchange all such units held by them pursuant to the Exchange Agreement.

  • Contribution and Exchange On the terms set forth herein and subject to Section 2.2, Section 2.3, Section 2.4 and Section 2.5:

  • Tax Deferred Exchange Buyer and Seller respectively acknowledge that the purchase and sale of the Property contemplated hereby may be part of a separate exchange (an “Exchange”) being made by each party pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated with respect thereto. In the event that either party (the “Exchanging Party”) desires to effectuate such an exchange, then the other party (the “Non-Exchanging Party”) agrees to cooperate fully with the Exchanging Party in order that the Exchanging Party may effectuate such an exchange; provided, however, that with respect to such Exchange (a) all additional costs, fees and expenses related thereto shall be the sole responsibility of, and borne by, the Exchanging Party; (b) the Non-Exchanging Party shall incur no additional liability as a result of such exchange; (c) the contemplated exchange shall not delay any of the time periods or other obligations of the Exchanging Party hereby, and without limiting the foregoing, the scheduled date for Closing shall not be delayed or adversely affected by reason of the Exchange; (d) the accomplishment of the Exchange shall not be a condition precedent or condition subsequent to the Exchanging Party's obligations under the Agreement; and (e) the Non-Exchanging Party shall not be required to hold title to any land other than the Property for purposes of the Exchange. The Exchanging Party agrees to defend, indemnify and hold the Non-Exchanging Party harmless from any and all liability, damage or cost, including, without limitation, reasonable attorney's fees that may result from Non-Exchanging Party's cooperation with the Exchange. The Non-Exchanging Party shall not, by reason of the Exchange, (i) have its rights under this Agreement, including, without limitation, any representations, warranties and covenants made by the Exchanging Party in this Agreement (including but not limited to any warranties of title, which, if Seller is the Exchanging Party, shall remain warranties of Seller), or in any of the closing documents (including but not limited to any warranties of title, which, if Seller is the Exchanging Party, shall remain warranties of Seller) contemplated hereby, adversely affected or diminished in any manner, or (ii) be responsible for compliance with or deemed to have warranted to the Exchanging Party that the Exchange complies with Section 1031 of the Code.

  • Exchange Closing 2.1. The closing of the Exchange (the “Exchange Closing”) shall take place at such place as the Closing of the transactions contemplated by the Merger Agreement and contemporaneously with the consummation of the Merger pursuant to the Merger Agreement.

  • 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:

  • Optional Exchange (a) The terms and conditions, if any, of an Optional Exchange will be specified in the related Supplement; provided, however, that any right of Optional Exchange shall be exercisable only to the extent that the Depositor provides upon the Trustee's request an Opinion of Counsel that (i) such exchange would not be inconsistent with continued satisfaction of the applicable requirements for exemption under Rule 3a-7 (or other applicable rule or exemption) under the Investment Company Act of 1940, as amended, and all applicable rules, regulations and interpretations thereunder and (ii) such exchange would not affect the characterization of the Trust as a "grantor trust" under the Code. The terms of an Optional Exchange may include, but are not limited to, the following:

  • REDEMPTIONS AND EXCHANGES A. Countrywide shall process, in accordance with the Trust's then current prospectus and statement of additional information, each order for the redemption of shares accepted by Countrywide. Upon its approval of such redemption transactions, Countrywide, if requested by the Trust, shall mail to the shareholder and/or dealer of record a confirmation showing trade date, number of full and fractional shares redeemed, the price per share and the total redemption proceeds. For each such redemption, Countrywide shall either: (a) prepare checks in the appropriate amounts for approval and verification by the Trust and signature by an authorized officer of Countrywide and mail the checks to the appropriate person, or (b) in the event redemption proceeds are to be wired through the Federal Reserve Wire System or by bank wire, cause such proceeds to be wired in federal funds to the bank account designated by the shareholder, or (c) effectuate such other redemption procedures which are authorized by the Trust's Board of Trustees or its then current prospectus and statement of additional information. The requirements as to instruments of transfer and other documentation, the applicable redemption price and the time of payment shall be as provided in the then current prospectus and statement of additional information, subject to such supplemental instructions as may be furnished by the Trust and accepted by Countrywide. If Countrywide or the Trust determines that a request for redemption does not comply with the requirements for redemptions, Countrywide shall promptly notify the shareholder indicating the reason therefor.

  • Mandatory Exchanges The General Partner may in its sole discretion at any time and from time to time, without the consent of any Limited Partner, require any Limited Partner other than an Employed Limited Partner to Transfer in an Exchange Transaction all Units held by such Limited Partner. Any such determinations by the General Partner need not be uniform and may be made selectively among Limited Partners, whether or not such Limited Partners are similarly situated. In addition, the General Partner may, with the consent of Partners whose Vested Percentage Interests exceed 75% of the Vested Percentage Interests of all Partners in the aggregate, require all Limited Partners to Transfer in an Exchange Transaction all Units held by them.

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