Exchange and Closing Sample Clauses

Exchange and Closing. (a) Upon the following terms and subject to the conditions contained herein, Holder agrees to exchange from the Company the Original Note and Holder shall deliver and surrender to the Company at its principal offices for cancellation the Original Note held by Holder, free and clear of any liens, claims, charges, security interest or other legal or equitable Encumbrances in exchange for a New Note in the aggregate principal amount equal to the principal amount of the Original Note, plus the accrued and unpaid interest on the Original Note up to the Business Day immediately preceding the Closing Date in the form of Exhibit A to this Agreement. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of Company’s counsel or such other location and on such Business Day as the parties shall mutually agree.
Sample 1Sample 2
AutoNDA by SimpleDocs
Exchange and Closing. (a) Upon the following terms and subject to the conditions contained herein, each Holder agrees to exchange from the Company the Original Note(s) and each Holder shall deliver and surrender to the Company at its principal offices for cancellation such Original Note(s) held by Holder, free and clear of any liens, claims, charges, security interest or other legal or equitable Encumbrances in exchange for a New Note with a maximum principal amount as set forth on such Holder’s signature page to this Agreement. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the closing of the transactions contemplated by this Agreement (the “Closing”) shall occur at the offices of Company’s counsel or such other location and on such Business Day as the parties shall mutually agree.
Sample 1Sample 2
Exchange and Closing. (a) Subject to the terms and conditions contained herein, on the Closing Date, CT, CT Legacy Holdings and CT Series 1 Note Issuer, as applicable, agree to issue and/or deliver, as applicable, to the WestLB Lenders or, upon request, any of their respective Affiliates, an aggregate of (1) $22,932,203.89 in cash in immediately available funds (the “Cash”), (2) 2,415,625 Class A-2 Units of CT Legacy REIT Holdings (the “Units”) and (3) $2,777,777.75 principal amount of 8.19% series 1 secured notes due 2016 of CT Series 1 Note Issuer in the form attached as Exhibit D hereto (the “Series 1 LLC Interest Secured Notes”), secured by an aggregate of 1,287,946 Class A-1 Units and 437,500 Class A-2 Units of CT Legacy REIT Holdings (the “New LLC Interests”), in each case, in the amounts set forth next to each WestLB Lender’s name on Exhibit C attached hereto and have requested that the WestLB Lenders accept such Cash, Units and Series 1 LLC Interest Secured Notes in exchange for and in full satisfaction of the Credit Agreement Obligations and the release of the Collateral and Liens and the termination and discharge of the Credit Agreement and the Security Agreements, and the WestLB Lenders agree to accept such Cash, Units and Series 1 LLC Interest Secured Notes in exchange for and in full satisfaction of the Credit Agreement Obligations and to release the Collateral and Liens and terminate and discharge the Credit Agreement and the Security Agreements (the “Exchange”).
Sample 1
Exchange and Closing. Subject to the terms and conditions of this Agreement, as soon as practicable hereafter but in no event later than three (3) business days after the conditions set forth in Sections 3 and 4 are satisfied or waived (the “Closing Date”), (i) each Holder shall, severally and not jointly, surrender, transfer and deliver to the Company, together with all right, title and interest in and to, and all claims in respect of or arising or having arisen as a result of such Holder’s status as a holder of, the amount of the Class B Common Stock set forth opposite such Holder’s name on Appendix A and (ii) solely in exchange therefor and concurrently therewith, the Company shall issue and deliver to the Holders in the aggregate 1,050,012 shares of Common Stock and $12,000,000 in cash, with the total number of shares of Common Stock and the aggregate amount of cash to be received by each Holder set forth opposite such Holder’s name on Appendix B. Prior to the Closing Date, each Holder may provide the Company with a written statement specifying the particular shares of such Holder’s Class B Common Stock exchanged for (i) Common Stock and (ii) cash.
Sample 1
Exchange and Closing. 36 7 Indemnity ............................................................................................................................. 38 8 Hive Out Agreement Warranty ........................................................................................... 40 9 Employee share plans ........................................................................................................ 40 10
Sample 1
Exchange and Closing. (a) Upon the following terms and subject to the conditions contained herein, Holder agrees to acquire from the Company the number of shares of Series E Preferred Stock set forth on the Holder’s signature page to this Agreement in exchange for and in consideration of all of such Holder’s rights, title and interest in and to the 28,000 shares of Series B Preferred Stock owned by the Holder. In accordance with the terms and conditions of this Agreement, Holder shall deliver and surrender to the Company at its principal offices for cancellation certificates representing all of the shares of Series B Preferred Stock owned by Holder, free and clear of any liens, claims, charges, security interest or other legal or equitable Encumbrances in exchange for a certificate representing such number of shares of Series E Preferred Stock set forth on the Holder’s signature page to this Agreement. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of Company’s counsel or such other location and on such Business Day as the parties shall mutually agree.
Sample 1
Exchange and Closing 
Sample 1Sample 2Sample 3See All (22)
AutoNDA by SimpleDocs

Related to Exchange and Closing

  • Purchase and Closing (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, at a purchase price of $___ per Share (the "Purchase Price"), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule 1 hereto. [Firm Shares shall be registered by [ChaseMellon Shareholder Services, Inc.] in the name of the nominee of the Depository Trust Company ("DTC"), Cede & Co. ("Cede & Co."), and credited to the accounts of such of its participants as the Representatives shall request, upon notice to the Company at least 48 hours prior to the First Closing Date (as defined below)], with any transfer taxes payable in connection with the transfer of the Firm Shares to the Underwriters duly paid, against payment by or on behalf of the Underwriters to the account of the Company of the aggregate Purchase Price therefor by wire transfer in immediately available funds. The Company will make the certificate or certificates for the Firm Shares available for checking and packaging by the Representatives at the offices in New York, New York of the Company's transfer agent or registrar or of the Representatives at least 24 hours prior to the First Closing Date. Delivery or registry of and payment for the Firm Shares shall be made at the offices of Brobxxx Xxxexxx & Xarrxxxx XXX, Two Embarcadero Place, 2200 Xxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx xx 9:30 A.M., New York City time, on [_________, ____], or at such other place, time or date as the Representatives and the Company may agree upon. Such time and date of delivery against payment are herein referred to as the "First Closing Date," and the implementation of all the actions described in this Section 2(a) is herein referred to as the "First Closing."

  • 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.

  • Escrow and Closing 8.1 Upon acceptance hereof by Seller, this Agreement, including any counter-offers incorporated herein by the Parties, shall constitute not only the agreement of purchase and sale between Buyer and Seller, but also instructions to Escrow Holder for the consummation of the Agreement through the Escrow. Escrow Holder shall not prepare any further escrow instructions restating or amending the Agreement unless specifically so instructed by the Parties or a Broker herein. Subject to the reasonable approval of the Parties, Escrow Holder may, however, include its standard general escrow provisions.

  • Third Closing At any time sixty one (61) to ninety (90) days following the Second Closing Date, subject to the mutual agreement of the Buyer and the Company, for the “Third Closing Date” and subject to satisfaction of the conditions set forth in Sections 7 and 8, (A) the Company shall deliver to the Buyer the following: (i) the Third Debenture; (ii) an amendment to the Transfer Agent Instruction Letter instructing the Transfer Agent to reserve that number of shares of Common Stock as is required under Section 4(g) hereof, if necessary; and (iii) an officer’s certificate of the Company confirming, as of the Third Closing Date, the accuracy of the Company’s representations and warranties contained herein and updating Schedules 3(b), 3(c) and 3(k) as of the Third Closing Date, and (B) the Buyer shall deliver to the Company the Third Purchase Price.

  • CLOSING AND CLOSING DATE 3.1. The Closing Date shall be December 3, 2005, or such other date as the parties may agree. All acts taking place at the Closing shall be deemed to take place simultaneously as of immediately after the close of business on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00p.m.,

  • Second Closing The Company shall notify the Purchaser upon achievement of the Milestone. The second Closing Date shall be a Business Day within five (5) Business Days of notice from the Company of the Milestone. On the second Closing Date, upon the terms and subject to the conditions set forth herein, and upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, an aggregate of $7,500,000 of Shares, representing in the aggregate [—%] of the issued and outstanding shares of the Company on a Fully Diluted Basis as of the signing date of this Agreement (for this purpose only, not taking into account the issuances of Shares at the first Closing), whereby each Purchaser, severally and not jointly, agrees to purchase, the number of Shares as specified below such Purchaser’s name on the signature page of this Agreement to be purchased by it at the second Closing, representing the percentage of the issued and outstanding shares of the Company on a Fully Diluted Basis as specified below such Purchaser’s name on the signature page of this Agreement for the second Closing; provided, however, that, to the extent that a Purchaser determines, in its sole discretion, that such Purchaser (together with such Purchaser’s Affiliates, and any Person acting as a group together with such purchaser or any of such Purchaser’s Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation, or as such Purchaser may otherwise choose, in lieu of purchasing Shares such Purchaser may elect to purchase Warrants in lieu of Shares in such manner to result in the same aggregate purchase price being paid by such Purchaser to the Company. Each Purchaser shall deliver to the Company via wire transfer, immediately available funds equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser, and the Company shall deliver to each Purchaser its respective Shares and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the second Closing shall occur remotely via the exchange of documents and signature or such other location as the parties shall mutually agree.

  • Pre-Closing Transactions Prior to the purchase of the Initial Securities on the Closing Date, the Pre-Closing Transactions shall have been duly consummated at the respective times and on the terms contemplated by this Agreement, the General Disclosure Package and the Prospectus and the Representatives shall have received such evidence that the Pre-Closing Transactions have been consummated as the Representatives may reasonably request.

  • First Closing The First Closing shall have occurred.

  • IPO Closing The closing of the IPO shall occur substantially concurrently with the Closing.

  • The Closing Transactions Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following transactions on the Closing Date:

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