Cancellation and Issuance Sample Clauses

Cancellation and Issuance. Each Warrantholder acknowledges and agrees that except in accordance with all applicable securities laws, such Warrantholder may not sell, convey, transfer, pledge, hypothecate or otherwise dispose of any Warrants. If a Warrantholder assigns or otherwise transfers all or any of its Loans (including by selling participations therein) to any Person, such Warrantholder may request (upon three Business Days’ prior notice to the Parent) that (a) a number of Warrants held by such Warrantholder be canceled on the date of such assignment and transferred and (b) a like number of Warrants be issued by the Parent to the Person to whom such Loans are being assigned or otherwise transferred. If the Parent receives such a request for a transfer, then upon the date specified in such request: (i) the Parent shall issue, and the applicable Warrantholder, as applicable, shall surrender (or cause to be surrendered) for cancellation, such number of Warrants as aforesaid, provided that such issuance shall not violate the Securities Act or any applicable state securities laws; (ii) the Parent will deliver to each Person that receives a certificate for Warrants a favorable legal opinion from counsel to the Parent acceptable to such Person, covering the matters set forth in the opinion of counsel to the Parent and its Subsidiaries delivered to Agent and the Lenders (to the extent relating to the Warrants pursuant to Section 5.01(d)(xv); (iii) each Person that receives Warrants will deliver a certificate to the Parent affirming the representations and warranties contained in Section 13.03(a)-(e) hereof as of such date; and (iv) the Parent will deliver a certificate to each Person that receives Warrants affirming the representations and warranties contained in Section 13.03(f) hereof as of such date.

Cancellation and Issuance. If the Lender assigns or ------------------------- otherwise transfers all or any of the Term Loan (including by selling participations therein) to any Person, the Lender may request (upon 10 days' prior notice to the Borrower) that (a) a number of Warrants held by the Lender be canceled on the date of such assignment and transfer and (b) a like number of Warrants be issued by the Borrower to the Person to whom such Loans are being assigned or otherwise transferred. Upon the date specified in such request: (i) the Borrower shall issue, and the Lender shall surrender (or cause to be surrendered) for cancellation, such number of Warrants as aforesaid, provided that such issuance shall not violate the Securities Act or any applicable state securities laws; (ii) the Borrower will deliver to each Person that receives a certificate for Warrants a favorable legal opinion from counsel to the Borrower acceptable to such Person, covering the matters set forth in the opinion of counsel to the Borrower and the Guarantor attached as Exhibit E hereto (to the extent relating to the Warrants); (iii) each Person that receives a certificate for Warrants will deliver a certificate to the Borrower affirming the representations and warranties contained in Section 9.02(a) hereof as of such date; and (iv) the Borrower will deliver a certificate to each Person that receives a certificate for Warrants affirming the representations and warranties contained in Section 9.02(b) hereof as of such date.

Cancellation and Issuance. The Committee may, as it's sole discretion, subject to the provision of the Plan, cancel outstanding Option and issue replacement Options under the Plan under terms and at exercise prices it deems beneficial to the Company and the Optionees, to further the purposes of the Plan. Notwithstanding this paragraph 10, no Option may be canceled, or otherwise amended or modified, without the written consent of the Optionee. THE HARTCOURT COMPANIES. INC. STOCK OPTION AGREEMENT UNDER 1995 INCENTIVE STOCK OPTION PLAN --------------------- Date: _, 199_ The Hartcourt Companies, Inc., a Utah corporation (the "Company"), hereby grants to ***** (the "optionee"), pursuant to the 1995 Incentive Stock Option Plan of the Company (the "Plan"), a copy of which is appended hereto and made a part hereof as Schedule I, an option to purchase a total of (______ shares of Common Stock of the Company at a price of *****DOLLARS ($***) per share (subject to adjustment as provided in Section 6(i) of the Plan), on the terms and conditions set forth in the Plan and hereinafter. This option shall not be exercisable later than on _______, 200___ (hereinafter referred to as the "Expiration Date"), except as otherwise provided in paragraphs 6(e) and 6(f) of the Plan in the event of termination of employment, death or disability of the Optionee.

Cancellation and Issuance. If any Lender assigns or otherwise transfers all or any of its Loan (including by selling participations therein) to any Person, such Lender may request (upon 10 days' prior notice to the Parent) that (a) a number of Conversion Warrants held by such Lender be canceled on the date of such assignment and transfer and (b) a like number of Conversion Warrants be issued by the Parent to the Person to whom such Loan is being assigned or otherwise transferred. Upon the date specified in such request: (i) the Parent shall issue, and such Lender shall surrender (or cause to be surrendered) for cancellation, such number of Conversion Warrants as aforesaid, provided that such issuance shall not violate the Securities Act or any applicable state securities laws and, if requested, Parent receives an opinion of counsel as to such matters, satisfactory to it; and (ii) each Person that receives Conversion Warrants will deliver a certificate to the Parent affirming the representations and warranties contained in Section 13.02(a) hereof as of such date.

Cancellation and Issuance. If any Lender assigns or otherwise transfers all or any of its Loans (including by selling participations therein) to any Person, such Lender may request (upon 10 days' prior notice to the Borrower) that (a) a number of Warrants held by such Lender be canceled on the date of such assignment and transfer and (b) a like number of Warrants be issued by the Borrower to the Person to whom such Loans are being assigned or otherwise transferred. Upon the date specified in such request:

Cancellation and Issuance. 1.2.1 Upon execution of this Agreement by the Parties, (a) the Exchange shall be effective, the notes representing the Original Note will be deemed cancelled and the Exchange Note shall be deemed issued; (b) the Noteholder shall deliver to the Company a completed and executed IRS W-9 Form of the Investor; (c) the Noteholder shall execute and deliver a joinder, in the form attached as Exhibit B-1 hereto (the “Pledge Joinder”), to the Pledge Agreement, as amended (the “Pledge Agreement”), attached as Exhibit B-2 hereto; (d) the Company shall deliver to the Noteholder the executed Share Escrow Agreement, as amended (the “Share Escrow Agreement”), attached as Exhibit C hereto; and (e) the Company shall deliver to the Noteholder the executed Interest Escrow Agreement, as amended (the “Interest Escrow Agreement”), attached as Exhibit D hereto (this Agreement, the Exchange Note, the Pledge Joinder, the Pledge Agreement, the Share Escrow Agreement and the Interest Escrow Agreement are herein collectively referred to herein as the “Transaction Documents”). 1.2.2 On or as soon as practicable after the Closing Date, the Noteholder shall surrender to the Company for cancellation the notes representing the Original Note, which the Company shall promptly cancel, and upon cancellation thereof the Company shall execute and deliver to the Noteholder an executed copy of the Exchange Note. 1.2.3 On April 1, 2009, the Company shall pay to Noteholder all accrued but unpaid interest on the Original Notes, for the period from and including November 2, 2008 through but not including the Closing Date, from the escrow account maintained by CSC Trust Company of Delaware, pursuant to the Interest Escrow Agreement. 1.2.4 Promptly following the Closing Date, the Company shall cause Bryn Mawr Trust Company to transfer to the Escrow Agent (as defined under the Interest Escrow Agreement) from its escrow account maintained by Bryn Mawr Trust Company, pursuant to the Escrow Agreement, dated November 1, 2007, between the Company and Bryn Mawr Trust Company, an amount equal to the aggregate interest payment on the Original Notes being surrendered for the period from and including November 2, 2008 through and including May 1, 2009.

Cancellation and Issuance. 92 LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT (this "Agreement"), is entered into as of July 23, 2001, between and among, on the one hand, the lenders identified on the signature pages hereof (such lenders, together with their respective successors and assigns, are referred to hereinafter each individually as a "Lender" and collectively as the "Lenders"), FOOTHILL CAPITAL CORPORATION, a California corporation, as the arranger and administrative agent for the Lenders ("Agent"), and, on the other hand, SCB COMPUTER TECHNOLOGY, INC., a Tennessee corporation ("Parent"), and each of Parent's Subsidiaries identified on the signature pages hereof (such Subsidiaries, together with Parent, are referred to hereinafter each individually as a "Borrower", and individually and collectively, jointly and severally, as the "Borrowers"). The parties agree as follows:

Cancellation and Issuance. Each Investor hereby directs the Company to cancel the share certificates representing those shares of Series A Stock held by such Investor immediately following the Effective Date. Immediately following receipt by the Company of items set forth in Section 3.04(a), the Company shall issue to such Investor certificates representing that number of shares of Series A-1 Stock as such Investor shall receive pursuant to Section 3.01 above. Such share certificates shall bear the legend set forth in Section 8.4 of the Securities Purchase Agreement.

Cancellation and Issuance. An officer of Parent shall certify to the reasonable satisfaction of the Company that the Cancellation and Issuance or any alternative means by which the obligations intended to be satisfied by the Cancellation and Issuance have occurred.

Cancellation and Issuance. 107 SCHEDULE AND EXHIBITS Schedule 1.01(A) Lenders and Lenders' Commitments Schedule 1.01(B) UK Subsidiaries Schedule 6.01(b) Authorization, Etc. Schedule 6.01(e) Capitalization; Subsidiaries Schedule 6.01(f) Litigation; Commercial Tort Claims Schedule 6.01(i) ERISA Schedule 6.01(o) Real Property Schedule 6.01(q) Operating Lease Obligations Schedule 6.01(r) Environmental Matters Schedule 6.01(s) Insurance Schedule 6.01(v) Bank Accounts Schedule 6.01(w) Intellectual Property Schedule 6.01(x) Material Contracts Schedule 6.01(dd) Name; Jurisdiction of Organization; Organizational ID Number; Chief Place of Business; Chief Executive Office; FEIN Schedule 6.01(ee) Tradenames Schedule 6.01(ff) Collateral Locations Schedule 7.02(a) Existing Liens Schedule 7.02(b) Existing Indebtedness Schedule 7.02(e) Existing Investments Schedule 7.01(i) Transactions with Affiliates Schedule 7.01(j) Payment Agreements Schedule 7.02(k) Limitations on Dividends and Other Payment Restrictions Schedule 8.01 Collection Accounts Exhibit A Form of Guaranty Exhibit B Form of Security Agreement Exhibit C Form of Pledge Agreement Exhibit D Form of Notice of Borrowing Exhibit E Form of Assignment and Acceptance Exhibit F Form of Warrant Exhibit G-1 Form of Contribution Agreement (US) Exhibit G-2 Form of Contribution Agreement (UK) Exhibit H Form of Intercompany Subordination Agreement Exhibit 7.01(a)(iii)(1) Form of monthly Flash Reports Exhibit 7.01(a)(iii)(2) Form of monthly income statement EXECUTION VERSION FINANCING AGREEMENT Financing Agreement, dated as of March 1, 2006, by and among Life Sciences Research, Inc., a Maryland corporation (the "Parent"), Huntingdon Life Sciences Limited, a company incorporated under the laws of England and Wales ("Huntingdon UK"), each subsidiary of the Parent hereafter joined to this Agreement as a "Borrower" (together with Huntingdon UK, each a "Borrower" and collectively, the "Borrowers"), each subsidiary of the Parent listed as a "Guarantor" on the signature pages hereto (together with the Parent, each a "Guarantor" and collectively, the "Guarantors"), the lenders from time to time party hereto (each a "Lender" and collectively, the "Lenders"), and _____________________, as agent for the Lenders (in such capacity, together with its successors and assigns, the "Agent").