Agreement to Exchange a. Unless Owner expressly designates otherwise in Paragraph 3 below, TPI will have the option to deposit the Unit for exchange through the Exchange Program operated by Trading Places International, LLC, a California limited liability company (the “Exchange Program”) if the Unit has not rented as of sixtieth (60th) calendar day prior to its initial date of occupancy; although TPI has no obligation to do so.
b. In such instance, Owner will receive a deposit acknowledgement stating that the Unit has been deposited rather than rented and, thereafter, Owner shall have the right to request an exchange based on such deposit through the Exchange Program, which exchange shall be governed by the terms and conditions stated in the then-applicable version of the Exchange Program Disclosure Statement, a copy of which is attached hereto and receipt of which is expressly acknowledged by my signature below. Without limiting the generality of the foregoing, Owner understands there is no initial fee to deposit the Unit; however, the applicable exchange fee will apply at the time of an exchange is confirmed to such Owner.
c. Owner acknowledges and agrees that, where the Unit is accepted for deposit in Exchange Program, Owner shall no longer be entitled to receive any rental amounts for such Unit and Owner’s sole consideration for the use of such week shall be his or her ability to request an exchange through the Exchange Program in accordance with its terms and conditions.
Agreement to Exchange. (a) At the Closing (as defined in the Merger Agreement) and subject only to (i) the simultaneous consummation of the Merger and of the transactions contemplated by the Note and Warrant Modification Agreement, the Elite Option Modification Agreement, the Plicom Option Modification Agreement and the News Letter Agreement (each, as defined in the Merger Agreement) (collectively, the "Transactions"), each on the economic terms contemplated by the forms of such agreements attached as exhibits to the Merger Agreement and (ii) the declaration by the Securities and Exchange Commission (the "SEC") of the effectiveness of the Exchange Offer Registration Statement (as defined below) or, alternatively, of the Shelf Registration Statement (as defined below) if the Company determined under Section 8.1 that the Registered Exchange Offer (as defined below) is not available or may not be consummated, each Noteholder hereby agrees to, and to direct its nominee to, exchange all of such Noteholder's Old Notes listed on Schedule I hereto, together with any other Old Notes the beneficial ownership (as defined below) of which is acquired by such Noteholder during the period from and including the date hereof through and including the date on which this Agreement is terminated pursuant to Section 10.9 hereof (collectively, the "Subject Debentures"), for New Notes with the terms and provisions specified in the Summary of Terms. For purposes of this Agreement, "beneficial ownership" or "beneficially owned" shall have the meaning ascribed to those terms by Section 13 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"). The New Notes will be issued pursuant to an indenture between the Company and a Trustee reasonably satisfactory to the Noteholders and will set forth the Summary of Terms and such other terms and conditions as are reasonably agreed to by the Company and the Noteholders.
(b) Delivery of the New Notes to each Noteholder under this Agreement shall be made on the Closing Date (as defined in the Merger Agreement).
Agreement to Exchange. Subject to the terms and conditions of this Agreement, the Company will sell and issue to the Holder, and the Holder will acquire from the Company, $1,497,450 of Convertible Debenture of the Company in exchange for the cancellation of the outstanding debt currently owed to the Holder in the aggregate amount of $1,497,450 in the form of Notes.
Agreement to Exchange. Upon the terms and subject to the conditions of this Agreement,
(1) the Holder agrees to sell, assign, transfer and deliver the Debentures to the Company in exchange for (A) payment by the Company to the Holder of $775,000.00 in cash, (B) issuance by the Company to the Holder of 458,792 Shares and (C) payment by the Company to the holder of an amount equal to accrued and unpaid interest on the Debentures to the Closing Date in cash (collectively, the "Exchange Consideration"); and
(2) the Company agrees (A) to pay the Holder $775,000.00 in cash, (B) to issue to the Holder 458,792 Shares and (C) to pay the Holder in cash an amount equal to accrued and unpaid interest on the Debentures to the Closing Date, in exchange for the Debentures. The Company agrees to cancel the Debentures in full immediately after the closing.
Agreement to Exchange. Upon the terms and subject to the conditions of this Agreement,
(1) the Holder agrees to sell, assign, transfer and deliver the Debentures to the Company in exchange for (A) payment by the Company to the Holder of $271,400 in cash, (B) issuance by the Company to the Holder of 407,100 Shares, (C) issuance by the Company to the Holder of the Warrant and (D) payment by the Company to the holder of an amount equal to accrued and unpaid interest on the Debentures to the Closing Date in cash (collectively, the “Exchange Consideration”); and
(2) the Company agrees (A) to pay the Holder $271,400 in cash, (B) to issue to the Holder 407,100 Shares, (C) to issue to the Holder the Warrant and (D) to pay the Holder in cash an amount equal to accrued and unpaid interest on the Debentures to the Closing Date, in exchange for the Debentures. The Company agrees to cancel the Debentures in full immediately after the closing.
Agreement to Exchange. At or during the Applicable Time, Telematica may require that the Company acquire the entirety of any Roll-Up Interest by exchanging the Roll-Up Interest for Common Stock, according to the fair value that the Roll-Up Interest represents to the fair value of the Company ("Exchange Percentage") as determined in Section 12(b). Telematica shall provide the Company with reasonable notice of its intent to exercise its rights under this Section 12, taking into account the time necessary for the determination of fair values as provided for in Section 12(b).
Agreement to Exchange. Huizxxxx xxxeby agrees to exchange all of his limited partner interest in the Partnership as well as all the outstanding capital stock of each of the General Partner, Arena Development and Arena Operator in exchange for 5,020,678 shares of Class A Common Stock and 255,000 shares of Class B Common Stock. This Agreement shall be effective the date hereof.
Agreement to Exchange. Immediately after the consummation of the Exchange Offer, Equitable Life agrees to exchange, and to cause its affiliates who hold Alliance Holding units to exchange, substantially all of such Alliance Holding units for Alliance Capital Units held by Alliance Holding, subject to the same terms and conditions as the Exchange Offer (the "Private Exchange").
Agreement to Exchange. On the Closing Date, and upon the terms and subject to the conditions set forth in this Agreement, the Company agrees with each Investor, and each Investor, severally and not jointly, agrees with the Company, as follows:
(a) Each Investor, severally and not jointly, shall exchange with, and deliver to, the Company (i) the aggregate number of shares of Original Preferred Stock set forth opposite such Investor's name on Schedule A hereto and (ii) the aggregate number of Original Warrants set forth opposite such Investor's name on Schedule A hereto; and
(b) The Company shall exchange with, and deliver to each Investor (i) Notes in an aggregate principal amount set forth opposite such Investor's name on Schedule A hereto and (ii) the pro rata portion of the Cash Proceeds set forth opposite such Investor's name on Schedule A hereto. The Company shall use $55,000,000 of the net proceeds from the Private Placement to pay the Cash Proceeds to the Investors. The transactions contemplated by this Section 2.1 are herein referred to collectively as the "Exchange."
Agreement to Exchange. Upon the terms and subject to the satisfaction --------------------- or waiver of the conditions set forth herein, the Company and Xxxxxxxx agree to exchange all of the Series B Preferred Stock currently held by Xxxxxxxx for an equal number of shares of Series B-2 Preferred Stock (the "Exchange"). The date -------- on which the closing (the "Closing") of the Exchange occurs is hereinafter ------- referred to as the "Exchange Date". Subject to the satisfaction or waiver of the ------------- conditions set forth herein, the Exchange will be deemed to occur when Xxxxxxxx delivers to the Company, on the terms and subject to the conditions set forth herein, a certificate representing 6,250 shares of Series B Preferred Stock in exchange for a certificate representing 6,250 shares of Series B-2 Preferred Stock.
