EXCHANGE AND TERMINATION Sample Clauses

EXCHANGE AND TERMINATION a) In consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Holder agrees to deliver and surrender to the Company for cancellation the Warrants in exchange for the Exchange Shares, and the Company agrees to issue and deliver the Exchange Shares to the Holder. b) The closing under this Agreement (the “Closing”) shall take place upon the satisfaction of each of the conditions set forth in Sections 4 and 5 hereof (the “Closing Date”). By February 16, 2018, (i) the Company shall cause the transfer agent for the Common Stock to issue and deliver the Exchange Shares duly registered and freely tradable through the facilities of DTC by DWAC to the custodian and account provided to the Company in writing by the Holder and (ii) the Holder shall deliver and surrender or cause to be delivered and surrendered to the Company for cancellation the Warrants. c) If the Closing has not occurred by February 16, 2018, this Agreement shall terminate.

EXCHANGE AND TERMINATION a) In consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Holder hereby agrees that the Initial Shares shall be cancelled (and that all rights previously granted to the Holder in connection therewith shall be terminated) in exchange for the Exchange Shares, and the Company agrees to issue and deliver the Exchange Shares to the Holder. b) The closing under this Agreement (the “Closing”) shall take place upon the satisfaction of each of the conditions set forth in Sections 4 and 5 hereof, and in any event within 2 Trading Days of the date hereof (the “Closing Date”). At the Closing, (i) the Company shall cause the transfer agent for the Common Stock to issue and deliver the Exchange Shares to the Holder and (ii) the Holder shall take all necessary action, including instructing the transfer agent for the Initial Shares, to cancel the Initial Shares, which cancellation shall occur no later than simultaneously with delivery of the Exchange Shares to the Holder.

EXCHANGE AND TERMINATION a) In consideration of, and in express reliance upon, the representations, warranties, covenants, terms and conditions of this Agreement, the Holder agrees to deliver and surrender to the Company for cancellation all of the Shares in exchange for the PFW, and the Company agrees to issue and deliver the PFW to the Holder. b) The number of shares underlying the PFW shall equal the number of Shares being exchanged hereunder. c) The closing under this Agreement (the “Closing”) shall take place upon the satisfaction of each of the conditions set forth in Sections 4 and 5 hereof (the “Closing Date”), and in any event on or before the Trading Day after the date hereof. At the Closing, (i) the Company shall issue and deliver the PFW duly registered to the Holder and (ii) the Holder shall deliver and surrender or cause to be delivered and surrendered to the Company for cancellation the Shares.

EXCHANGE AND TERMINATION a) In consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Holder agrees to deliver and surrender to the Company for cancellation the Warrants in exchange for the Exchange Shares, and the Company agrees to issue and deliver the Exchange Shares to the Holder. b) The closing under this Agreement (the “Closing”) shall take place upon the satisfaction of each of the conditions set forth in Sections 4 and 5 hereof, and in any event within 2 Trading Days of the date hereof (the “Closing Date”). At the Closing, (i) the Company shall cause the transfer agent for the Common Stock to issue and deliver the Exchange Shares duly registered and freely tradable through the facilities of DTC by DWAC to the custodian and account provided to the Company in writing by the Holder and (ii) the Holder shall instruct the transfer agent of the Company to surrender the Warrants to the Company for cancellation. c) If the Closing has not occurred by February 8, 2018, this Agreement shall terminate; provided, however, that no such termination will affect the right of any party to ▇▇▇ for any breach by any other party (or parties) of their respective obligations hereunder.

EXCHANGE AND TERMINATION a) In consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Holder agrees to deliver and surrender to the Company for cancellation the Demand Note in exchange for the Notes, and the Company agrees to deliver the Notes to the Holder. b) The closing under this Agreement (the “Closing”) shall take place upon the satisfaction of each of the conditions set forth in Sections 4 and 5 hereof, and in any event within three (3) trading days of the date hereof (the “Closing Date”). At the Closing, (i) the Company shall deliver the Notes to the Holder and (ii) the Demand Note shall automatically be cancelled and shall be null and void. c) If the Closing has not occurred by December 27, 2018, this Agreement shall terminate; provided, however, that no such termination will affect the right of any party to ▇▇▇ for any breach by any other party (or parties) of their respective obligations hereunder. d) As soon as commercially practicable following the Closing Date, the Holder shall deliver to the Company the original Demand Note or a lost note affidavit (in form and substance reasonably acceptable to the Company).

EXCHANGE AND TERMINATION a) In consideration of, and in express reliance upon, the representations, warranties, covenants, terms and conditions of this Agreement, the Holder agrees to deliver and surrender to the Company for cancellation all of its Warrants in exchange for the Shares, and the Company agrees to issue and deliver the Shares to the Holder. b) The number of Shares to be issued to the Holder in connection with the Exchange shall be as set forth on Schedule A hereto. c) The Company shall deliver the Shares to the Holder in uncertificated, book-entry form, free of any restrictive legends or other notations restricting the transfer thereof under U.S. federal securities laws, by crediting the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal Custodian System as of the Closing. d) The closing under this Agreement (the “Closing”) shall take place upon the satisfaction of each of the conditions set forth in Sections 4 and 5 hereof (the “Closing Date”). At the Closing, the Holder shall deliver and surrender or cause to be delivered and surrendered the Warrants to the Company for cancellation. e) If the Closing has not occurred by August 15, 2025, this Agreement shall terminate.

EXCHANGE AND TERMINATION. The parties hereto agree that the following events shall occur immediately prior to the Effective Time without the requirement for any further action by any of the parties hereto (except by the Company pursuant to Section 4(n) and clause (g) below): (a) The Company shall assume the obligations and rights of EDG Holdco under the Exchange Agreements. (b) The EM Tax Receivable Agreement shall be terminated at no cost to the Company, Parent or any of their respective affiliates and shall be of no further force or effect. (c) The B&L Tax Receivable Agreement shall be terminated at no cost to the Company, Parent or any of their respective affiliates and shall be of no further force or effect. (d) The Company shall irrevocably waive the rights (x) pursuant to Section 2.1(d) of the Exchange Agreements, to pay to EM and B&L, respectively, cash in lieu of shares of Company Common Stock with respect to the Exchanges and (y) to refuse to honor any request for the Exchanges, pursuant to Section 2.1(b) of the Exchange Agreements. (e) Pursuant to the EM Exchange, all of the 12,615,230 Membership Units and all of the 12,615,230 Class B Shares owned by EM shall be exchanged for 12,615,230 shares of Company Common Stock, and this Agreement shall constitute the Notice of such exchange required by Section 2.1 of the EM Exchange Agreement. (f) Pursuant to the B&L Exchange, all of the 11,727,908 Membership Units and all of the 11,727,908 Class B Shares owned by B&L shall be exchanged for 11,727,908 shares of Company Common Stock, and this Agreement shall constitute the Notice of such exchange required by Section 2.1 of the B&L Exchange Agreement. (g) Notwithstanding anything to the contrary set forth in Section 2.1(c) of the Exchange Agreements, the Company shall issue and deliver to EM and B&L certificates for the Company Common Stock to be received by them pursuant to the Exchanges, immediately prior to the Effective Time. (h) EM and B&L, respectively, shall irrevocably waive their rights pursuant to Section 3.5(b) of the Exchange Agreements.

EXCHANGE AND TERMINATION a) In consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Holder agrees to deliver and surrender to the Company for cancellation the Warrants and the Original Agreement, and to return via DWAC withdrawal all Company Common Stock previously issued to Holder in connection with the Original Agreement, in exchange for the Exchange Note, and the Company agrees to execute and deliver the Exchange Note to the Holder. b) The closing under this Agreement (the “Closing”) shall take place upon the satisfaction of each of the conditions set forth in Sections 4 and 5 hereof (the “Closing Date”). c) If the Closing has not occurred by the third trading day after the date hereof, this Agreement shall terminate.

EXCHANGE AND TERMINATION a) In consideration of, and in express reliance upon, the representations, warranties, covenants, terms and conditions of this Agreement, the Holder agrees to deliver and surrender to the Company for cancellation all of the Existing Preferred Stock and all Warrants in exchange for the Exchange Preferred Stock, and the Company agrees to issue and deliver the Exchange Preferred Stock to the Holder. b) The number of Exchange Preferred Stock to be issued to the Holder in connection with the Exchange shall be as set forth on Schedule B hereto. c) The closing under this Agreement (the “Closing”) shall take place upon the satisfaction of each of the conditions set forth in Sections 4 and 5 hereof (the “Closing Date”), and in any event on or before the Trading Day (as defined in the Certificate of Designation) after the date hereof. At the Closing, (i) the Company shall issue and deliver the Exchange Preferred Stock duly registered to the Holder and (ii) the Holder shall deliver and surrender or cause to be delivered and surrendered (or the Holder shall provide evidence reasonably acceptable to the Company that such securities have been destroyed) to the Company for cancellation the Existing Preferred Stock and Warrants (in the event that the Existing Preferred Stock and Warrants are electronic, the Company shall instruct the transfer agent to cancel such securities). d) If the Closing has not occurred by September 11, 2024, this Agreement shall terminate. e) Notwithstanding the foregoing, prior to the issuance of the shares of Exchange Preferred Stock, the Holder, in its sole discretion, may elect to receive shares of Common Stock (“Pre-Issuance Shares”) in lieu of a portion of the Exchange Preferred Stock (on an as converted basis) by delivering to the Company a Notice(s) of Conversion (“Pre-Issuance Notice(s)”). Upon receipt of a duly delivered Pre-Issuance Notice(s), the Company shall deliver to the Holder, in lieu of the applicable portion of Exchange Preferred Stock otherwise issuable pursuant to this Agreement, the Pre-Issuance Shares pursuant to this Agreement. In respect of the issuance of Pre-Issuance Shares, the terms, conditions and timing of such issuance shall be as if the Pre-Issuance Shares are Conversion Shares being delivered pursuant to the Certificate of Designation (including rights and obligations under this Agreement) and the Share Delivery Date in respect of the issuance of the Pre-Issuance Shares shall be the Closing Date. In the event of ...