Exchange and Delivery Sample Clauses

Exchange and Delivery. Subject to the terms and conditions of this Agreement: (a) no later than 11:59 p.m. (Hong Kong time) on October 25, 2018 (the “Closing Date”), the Buyer shall pay, or cause to be paid, the Consideration to the Seller by electronic bank transfer of immediately available U.S. dollar funds to the designated bank account of the Seller (the account set forth on the Seller’s signature page to this Agreement); and (b) the Seller shall deliver, or cause to be delivered, the Purchased Note to the Buyer within five (5) Business Days from the Closing Date (the “Delivery Date”). For the purpose of this Agreement, “Business Day” shall have the same meaning as given to it in the Purchased Note.

Exchange and Delivery. Each Shareholder agrees to deliver to Acquiror, and Acquiror agrees to exchange and accept from each Shareholder, free and clear of all Liens, on the terms and conditions set forth in this Agreement, and for the exchange price described in Section 5.2 below, good and marketable title to the number of Shares set forth opposite the name of such Shareholder on Exhibit "A". The Shares to be exchanged pursuant to this Agreement constitute all of the outstanding capital stock of the Company.

Exchange and Delivery. Each Holder hereby assigns and transfers the Exchange Shares to the Company in exchange for the issuance by the Company, effective as of the Effective Date and in full satisfaction of the Company’s obligations to such Holder with respect to the Exchange Shares, of that number of shares of Series C Preferred Stock as set forth next to such Holder’s name on Schedule I hereto (the “Shares”) to such Holder. On the Effective Date, each Holder shall deliver the certificate representing the Exchange Shares to the Company, together with a duly executed stock power, and the Company shall deliver to such Holder a certificate evidencing the Shares, as the case may be, in the name and amount as indicated on Schedule I hereto.

Exchange and Delivery. Subject to Section 4 hereof, on April 24, 2014 (the “Closing Date”), or at such other date as shall be agreed by the Holders and the Company, the Holders will deliver to the Company the Original Notes, and, if the Company agrees, at its complete discretion, to accept such delivery, the Company will deliver to the Holders the New Notes. It is understood and agreed that the Company shall have the sole right, at its complete discretion, to reject delivery of the Original Notes, in whole or in part, for any reason, and that the same shall be deemed to be accepted by the Company only when acknowledged by a duly authorized officer of the Company in writing at the closing of the Exchange on the Closing Date. Effective upon the closing of the Exchange, the Holders hereby sell, assign and transfer to the Company, all right, title and interest in the Original Notes, waive any and all other rights with respect to such Original Notes, and release and discharge the Company from any and all claims the Holders may now have, or may have in the future, arising out of, or related to, the Original Notes, including, without limitation, any claims arising from any existing or past defaults, or any claims that the Holders are entitled to receive additional interest with respect to the Original Notes (other than the right to receive any accrued and unpaid interest up to, but excluding, the Closing Date). Upon the Company’s acceptance of the delivery by the Holders of the Original Notes, the Company initially will deliver to the Holders, to be held by the Company on behalf of the Holders, New Notes in physical form bearing a restricted security legend (the “Physical Notes”). Immediately thereafter, the Company shall request that the Trustee remove the legend from the Physical Notes, and the Company shall thereafter deliver on behalf of the Holders the Physical Notes to the Trustee to exchange for an interest in a like principal amount of New Notes in global form not bearing a restricted security legend (the “Global Interests”), to be delivered to the Holders through the book-entry facilities of The Depository Trust Company (“DTC”). On the Closing Date, each Holder agrees (i) to direct the eligible DTC participant through which it holds a beneficial interest in the Original Notes to (A) submit a withdrawal instruction through DTC’s Deposits and Withdrawal at Custodian (“DWAC”) program to the Trustee, acting as trustee of the Original Notes, for the aggregate principal amount of th...

Exchange and Delivery. (a) On the Closing Date, subject to the terms and conditions hereof and in reliance upon the representations, warranties and agreements contained herein, the Seller shall deliver to the Buyer the Company Stock as provided in Section 1.2, and the Buyer shall deliver to the Seller the Purchase Price at the Closing, as provided in Section 1.2. All stock certificates delivered by the Seller at the Closing shall be duly endorsed or accompanied by a stock transfer power duly endorsed in blank. (b) On the Closing Date, subject to the terms and conditions hereof and in reliance upon the representations, warranties and agreements contained herein, the Seller shall deliver to the Buyer: (i) the minute and stock books of the Company; (ii) copies of the certificate of incorporation and bylaws of the Company as are in full force and effect on the Closing Date; (iii) the written resignation, effective as of the Closing Date, of all the officers and each member of the Board of Directors of the Company; (iv) a special corporate warranty deed from Seller conveying fee simple title to the real property located at 0000 Xxxxxxxxxx Xxx, Xxxxxxxxxxxx, XX, to the Company or the Buyer's designee, said conveyance to be subject to Permitted Encumbrances; and (v) an assignment of lease assigning to the Company the Seller's interest as tenant in that certain lease with Cypress Broward Trade Centre, Inc., as landlord for premises located at 000 Xxxx Xxxxxxx Xxxxx Xxxx, Xx. Lauderdale, FL. (c) On the Closing Date, ACE shall deliver an assignment of leases assigning to the Company its rights as tenant under the Canada leases set forth on the Disclosure Schedule, and the Company shall deliver an executed counterpart thereof to ACE wherein the Company shall agree to assume all of the tenant's obligations under such leases. (d) On the Closing Date, the Seller shall deliver assignments and instruments of assumption with respect to (i) the Assumed Liabilities, including those listed in Section 1.3 of the Disclosure Schedule, (ii) the Assigned Contracts, including those listed in Schedule 1.4 of the Disclosure Schedule, and (iii) to the extent assignable, the confidentiality agreements described in Section 4.1(h).

Exchange and Delivery. Subject to the terms and conditions of this Agreement: (a) no later than 5 p.m. (Hong Kong time) on December 18, 2018 (the “Closing Date”), the Buyer shall pay, or cause to be paid, the Consideration to the Seller by electronic bank transfer of immediately available U.S. dollar funds to the designated bank account of the Seller (the account set forth on the Seller’s signature page to this Agreement); and (b) the Seller shall, upon Closing, deliver, or cause to be delivered, to the Buyer (i) the Purchased Note; and (ii) a certified copy of the minutes of the meeting of the board of the directors of the Seller authorizing the execution of this Agreement.

Exchange and Delivery. Subject to the terms and conditions of this Agreement, (a) no later than 11 a.m. (Hong Kong time) on October 26, 2018 (the “Closing Date”), the Company shall (i) pay, or cause to be paid, the Total Consideration to the Holder by electronic bank transfer of immediately available U.S. dollar funds to the designated bank account of the Holder (the account set forth on the Holder’s signature page to this Agreement) and (ii) execute and deliver to the Holder or a third party designated by the Holder such replacement notes representing the unrepurchased portion of the Original Note, in the principal amount of US$150,000,000 in aggregate, dated the date of the Original Note, with terms and conditions being identical to the Original Note (the “Replacement Notes”) and a confirmation on conformity pursuant to section 4.5 below; and (b) the Holder shall deliver, or cause to be delivered, the Original Note to the Company within five (5) Business Days from the Closing Date (the “Delivery Date”). For the purpose of this Agreement, “Business Day” shall have the same meaning as given to it in the Original Note.

Exchange and Delivery. On the basis of the representations, warranties, covenants and agreements contained herein and subject to the terms and conditions of this Agreement, on or before the date hereof, each Purchaser shall deliver to the Company its 1999 Debentures in the principal amount set forth opposite the name of such Purchaser under the heading “1999 Debentures” on Schedule I in exchange for (a) 2002 Debentures in the principal amount set forth opposite the name of such Purchaser under the heading “2002 Debentures” on Schedule I and (b) that number of Common Shares set forth opposite the name of such Purchaser under the heading “Common Shares” on Schedule I. The 2002 Debentures shall be substantially in the form set forth as Exhibit A attached hereto. Except as set forth in this Agreement, the Table of Contents 2002 Debentures shall (i) be payable on April 15, 2006 and (ii) bear interest (based on a 360-day year consisting of twelve 30-day months) on the unpaid principal amount thereof until due and payable at the rate of six percent (6%) per annum, which interest shall be payable monthly in arrears on the last business day of each month, commencing as of July, 2002, and at maturity or prior prepayment of the 2002 Debentures in full.

Exchange and Delivery of Certificate(s), Etc. Each closing hereunder pursuant to the exercise of the Company Call by the Company pursuant to Section 5 shall occur at the time and place set forth in the notice referred to in Section 5 hereof. At each such closing hereunder, (a) GFL will surrender to the Company the certificates for the number of Nexar Shares to be exchanged for Company Common Stock by reason of such exercise of the Company Call, and (b) the Company will deliver to GFL a certificate or certificates representing the number of shares of Company Common Stock so purchased in the denominations designated by GFL prior to such closing.

Exchange and Delivery. The closing of the transactions contemplated hereby (the "Closing") shall take place on the date hereof, subject to the satisfaction or waiver in writing of the conditions precedent to the Closing set forth in Section 4 below. The time and date of such closing are hereinafter referred to as the "Closing Date." At the Closing, on the Closing Date, following the Issuer's (i) issuance and delivery to each Purchaser of a New Note evidencing the New Securities to be acquired by such Purchaser hereunder and (ii) payment to each Purchaser by wire transfer of immediately available funds of the aggregate Cash Interest Amount (as defined in the Existing Notes) owing to such Purchaser under such Purchaser's Existing Note as set forth opposite such Purchaser's name on Schedule I attached hereto, such Purchaser shall deliver and surrender to the Issuer for cancellation the evidence of such Purchaser's interest in the Existing Notes. Any transfer taxes payable in connection with the transfer of the New Securities to the Purchasers shall be paid by the Issuer.