Exchange; Delivery Clause Samples
The 'Exchange; Delivery' clause defines the procedures and obligations for transferring goods, services, or documents between parties under a contract. It typically outlines the timing, location, and method of delivery, as well as the responsibilities of each party to ensure a successful exchange—such as who arranges transportation or when risk of loss passes from seller to buyer. This clause is essential for clarifying expectations and minimizing disputes by specifying exactly how and when contractual exchanges should occur.
Exchange; Delivery. Immediately upon the Closing, the Exchange shall be effected. At the Closing, the Company shall deliver to each Purchaser, in book entry form, the Shares being purchased by such Purchaser pursuant to the Exchange.
Exchange; Delivery. Bond Holder hereby assigns, sells and transfers the Bonds, plus all claims arising out of or relating to the Bonds, including but not limited to any accrued but unpaid interest, to the Company in exchange for the issuance by the Company, effective as of the Effective Date, of 954,167 shares of Common Stock (the “Shares”) to the Bond Holder (the “Exchange”). On the business day immediately following the Effective Date, the Company shall deliver the Shares to the Bond Holder via DWAC to an account specified in writing by the Bond Holder and the Bond Holder shall deliver the Bonds to the Company via DTC to an account specified in writing by the Company. The Company agrees that, subject to the last sentence of Section 3.5, the Shares shall be freely tradable by the Bond Holder upon issuance, without restrictions under Securities Act.
Exchange; Delivery. Holder hereby assigns and transfers the Common Stock 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 the Holder with respect to the Common Stock, of that number of shares of Preferred Stock as set forth next to the Holder’s name on Schedule I hereto (the “Shares”) to the Holder. On the third business day after the Effective Date (the “Closing Date”), the Company shall deliver the Shares to the Holder, and Holder shall deliver the Common Stock to the Company, either via DTC to an account specified in writing by the Company prior to such Exchange or in certificated form. The terms and conditions of the Series A Preferred Stock shall be in substantially the form of the Certificate of Designation of Preferences, Rights and Limitations attached hereto as Exhibit A (the “Certificate of Designation”).
Exchange; Delivery. Bond Holder hereby assigns, sells and transfers the Bonds, plus all claims arising out of or relating to the Bonds, including but not limited to any accrued but unpaid interest, to the Company in exchange for the issuance by the Company, effective as of the Effective Date, of the Shares to the Bond Holder. On the business day immediately following the Effective Date, the Company shall deliver the Shares to the Bond Holder via DWAC to an account specified in writing by the Bond Holder and the Bond Holder shall deliver the Bonds to the Company via DTC to an account specified in writing by the Company.
Exchange; Delivery. Preferred Holder hereby assigns, sells and transfers the Preferred Stock, plus all claims arising out of or relating to the Preferred Stock, including but not limited to any accrued but unpaid dividends, 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 the Preferred Holder with respect to the Preferred Stock, of 765,198 shares of Common Stock (the “Shares”) to the Preferred Holder. On or within one business day after the Effective Date, the Company shall deliver the Shares to the Preferred Holder via DWAC to an account timely specified in writing by the Preferred Holder, and Preferred Holder shall deliver the Preferred Stock to the Company via DTC to an account specified in writing by the Company prior to such Exchange.
Exchange; Delivery. On the Effective Date (as defined below) Bond Holder hereby assigns, sells and transfers the Bonds, plus all claims arising out of or relating to the Bonds, including but not limited to any accrued but unpaid interest, to the Company in exchange for the issuance by the Company, effective as of the Effective Date, of 7,500,000 shares of Common Stock (the “Shares”) to the Bond Holder (the “Exchange”). The Exchange shall take place as soon as practicable, but in no event later than 48 hours, following approval of the Exchange by the board of directors of the Company, written notice of which shall be promptly provided by the Company to the Bond Holder. On the business day immediately following the Effective Date, the Company shall deliver the Shares to the Bond Holder via DWAC to an account specified in writing by the Bond Holder and the Bond Holder shall deliver the Bonds to the Company via DTC to an account specified in writing by the Company. The Company agrees that, subject to the last sentence of Section 3.5, the Shares shall be freely tradable by the Bond Holder upon issuance, without restrictions under Securities Act.
Exchange; Delivery. Effective as of the Effective Date, Note Holders hereby assign, sell and transfer (a) Notes in an aggregate principal amount equal to $10,000,000, plus all claims arising out of such Notes, including any accrued but unpaid interest thereon, to the Company in in exchange for the Cash, (b) Notes in an aggregate principal amount equal $11,275,000, plus all claims arising out of such Notes, including any accrued but unpaid interest thereon, to the Company in exchange for the Shares and (c) Notes in an aggregate principal amount equal to the remaining portion of the original $38,999,494 principal amount, plus all claims arising out of such Notes, including any accrued but unpaid interest thereon, to the Company in exchange for the Assigned Interests (▇▇▇▇▇▇▇ is assigning, selling and transferring Notes in an aggregate principal amount equal to $31,199,599 and ▇▇▇▇▇▇ is assigning, selling and transferring Notes in an aggregate principal amount equal to $7,799,895). Concurrently herewith, in order to effect the Exchange, (w) the Company is transferring the Cash to account(s) specified in writing by the Note Holders prior to the execution and delivery of this Agreement, (x) the Company, Agen MA and the Note Holders are executing and delivering the Revenue Interests Assignment Agreement attached as Exhibit A hereto (the “Revenue Interests Assignment Agreement”), (y) the Company is delivering the Shares to the Note Holders via DWAC to the account(s) specified in writing by the Note Holders and (z) the Note Holders are delivering, by registered mail, the Notes to the Company at the following address: Agenus Inc. ▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Legal Department Facsimile: ▇▇▇-▇▇▇-▇▇▇▇
Exchange; Delivery. At each Closing, the Company shall deliver to the Purchaser, in book entry form, the Shares being purchased by the Purchaser.
Exchange; Delivery. Note Holder hereby assigns, sells and transfers the Exchanged Notes, and all claims arising out of or relating to the Exchanged Notes, including, but not limited to, any accrued but unpaid interest, 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 the Note Holder with respect to the Exchanged Notes, of an aggregate of _______ shares (the “Shares”) of the Company’s Common Stock, to the Note Holder. On or within three business days after the Effective Date the Company shall deliver the Shares to the Note Holder via DWAC to an account timely specified in writing by the Note Holder (which Shares shall be free of any legends or restrictions on resale of any kind), registered in the name of the Notes Holder.
Exchange; Delivery. Preferred Holder hereby assigns, sells and transfers the Preferred Stock, plus all claims arising out of or relating to the Preferred Stock, including, but not limited to, any accrued but unpaid dividends, 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 the Preferred Holder with respect to the Preferred Stock, of an aggregate of ___________ shares (the “Shares”) of the Company’s Common Stock and a warrant to purchase _____________ shares of Common Stock, at an exercise price of $3.00 per share, exercisable commencing six-month after the issuance date and ending five years after the issuance date, in the form attached hereto as Exhibit A (the “Warrants,” and collectively with the Shares, the “Securities”), to the Preferred Holder. On or within three business days after the Effective Date and provided that the Preferred Holder has delivered the representations required for the Company’s outside counsel to deliver a legal opinion to the Company’s transfer agent that the restrictive legend may be removed from the Shares pursuant to Rule 144. The Company shall deliver the Shares to the Preferred Holder via DWAC to an account timely specified in writing by the Preferred Holder (which shares shall be free of any legends or restrictions on resale of any kind), and Preferred Holder shall deliver the Preferred Stock to the Company to such Exchange and the Warrants, registered in the name of the Preferred Holder, to an address timely specified in writing by the Preferred Holder.