Exchange of Common Shares Sample Clauses

Exchange of Common Shares. (a) In full consideration for the Exchange of each share of Class A Common Stock set forth below the Exchanging Party’s name on the signature page hereof (the “Common Shares”), the Company agrees to issue the Exchanging Party one (1) share of Series C Convertible Preferred Stock of the Company (the “Preferred Shares”). I.e., each one (1) Common Share shall be Exchanged for one (1) Preferred Share. (b) Within five (5) days of the Parties entry into this Agreement, the Exchanging Party shall deliver to the Company the certificate(s) representing the Common Shares, duly endorsed in blank or accompanied by stock powers duly endorsed in blank, with medallion signature guaranty (such date received by the Company, the “Delivery Date”). (c) Within five (5) days of the Delivery Date, the Company shall issue a certificate to the Exchanging Party evidencing the Preferred Shares due as a result of the Exchange.
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Exchange of Common Shares. Certificates representing the Common Shares shall have been tendered to Purchaser in accordance with the terms of this Agreement.
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Exchange of Common Shares. Stockholder shall have exchanged not less than 88% of the Common Shares it owns, either of record or beneficially, for redeemable preferred common stock of the Company in accordance with Section 7.3 of the Stockholders Agreement.
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Exchange of Common Shares. Pursuant to the terms of the Arrangement Agreement, the Common Shares will be immediately exchanged for Amalco Shares following the satisfaction of the Release Conditions on the basis of 0.6667 of an Amalco Share for each Common Share held. Upon the written direction of Amalco, the Subscription Receipt Agent shall deliver such direction to the registrar and transfer agent of the Amalco Shares, to issue, countersign, register and deliver certificates, or in the case of the Depositary, to cause to be issued a book entry only system confirmation, representing such Amalco Shares to the holders of Common Shares that have been issued upon the automatic conversion of the Subscription Receipts.
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Exchange of Common Shares. Upon the terms and subject to the conditions contained herein, on the Closing Date, the Company will issue to each Purchaser that number of Common Shares set forth opposite such Purchaser's name on Schedule 1 hereto under the title "Common Shares to be Acquired", except that (a) Bank of America, N.A. hereby requests, and the Company agrees, that (i) 387, 277 shares of Common Stock convertible for $2,999,113.13 of its Pre-Conversion Outstanding Indebtedness to be issued to it pursuant to this Section 2.1 be issued to General Electric Capital Corporation and (ii) 1,156,992 shares of Common Stock convertible for $8,498,829.01 of its Pre-Conversion Outstanding Indebtedness to be issued to it pursuant to this Section 2.1 be issued to Anchorage Capital Master Offshore, Ltd, (b) Xxxxxxx Capital Management, XX XX hereby requests, and the Company agrees, that 387,391 shares of Common Stock convertible for $3,000,000.000 of its Pre-Conversion Outstanding Indebtedness to be issued to it pursuant to this Section 2.1 be issued to Bank of America, N.A., (c) XX Xxxxxx Xxxxx Bank hereby requests, and the Company agrees, that all of the shares of Common Stock to be issued to it pursuant to this Section 2.1 be issued to Chart Holding Corp and (d) SPS High Yield Loan Trading. hereby requests that all of the shares of Common Stock to be issued to it pursuant to this Section 2.1 be issued to Chart Holding Corp. Each Acquiring Entity shall be a beneficiary of this Section 2.1.
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Exchange of Common Shares. Subject to the terms and conditions hereof, Shareholder shall acquire from Noble and Noble shall issue to Shareholder Four Hundred (400) shares of Noble's common stock (the "Noble Shares") on the date hereof in exchange for Five Thousand (5,000) common shares of Skandy Corporation, which represent all of the issued and outstanding capital stock of Skandy ("Skandy Shares").
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Exchange of Common Shares. Subject to the terms and conditions hereof, NIL shall acquire from NMT and NMT shall issue to NIL Ten Thousand (10,000) of NMT's common stock (the "NMT Shares") on the date hereof in exchange for One Thousand Fifty Three (1,053) common shares of Utilase, Inc. (the "Utilase Shares"), Three Thousand Five Hundred Eighty Two (3,582) common shares of NMP (the "NMP Shares") and Five Thousand (5,000) common shares of Utilase Production Process, Inc. (the "UPP Shares") which represent all of the issued and outstanding capital stock of Utilase, NMP and UPP (collectively the "Common Shares").
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Exchange of Common Shares. Subject to the terms and conditions hereof, NIL shall acquire from NCS and NCS shall issue to NIL, Fifteen Thousand (15,000) shares of NCS's common stock (the "NCS Shares") on the date hereof in exchange for Thirty Nine Thousand Nine Hundred Fifty Six (39,956) common shares of Prestolock; Thirty Thousand (30,000) common shares of Vassar; One Thousand Eight Hundred Fifty (1,850) common shares of Monroe and Five Thousand (5,000) common shares of Skandy, which represent all of the issued and outstanding capital stock of Prestolock, Vassar, Monroe and Skandy (collectively the "Common Shares").
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Exchange of Common Shares 
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Related to Exchange of Common Shares

  • Sale of Common Stock Subject to the terms and conditions of this Agreement, Company hereby agrees to sell to Purchaser and Purchaser hereby agrees to purchase from Company an aggregate of 250,000 shares of Company's Common Stock (the "Shares"), at the purchase price of $2.06 per share for an aggregate purchase price of $515,000.

  • Conversion of Common Stock In case all or any portion of the authorized and outstanding shares of Common Stock of the Company are redeemed or converted or reclassified into other securities or property pursuant to the Company's Certificate of Incorporation or otherwise, or the Common Stock otherwise ceases to exist, then, in such case, the Holder of this Warrant, upon exercise hereof at any time after the date on which the Common Stock is so redeemed or converted, reclassified or ceases to exist (the "TERMINATION DATE"), shall receive, in lieu of the number of shares of Common Stock that would have been issuable upon such exercise immediately prior to the Termination Date, the securities or property that would have been received if this Warrant had been exercised in full and the Common Stock received thereupon had been simultaneously converted immediately prior to the Termination Date, all subject to further adjustment as provided in this Warrant. Additionally, the Purchase Price shall be immediately adjusted such that the aggregate Purchase Price of the maximum number of securities or other property for which this Warrant is exercisable immediately after the Termination Date is equal to the aggregate Purchase Price of the maximum number of shares of Common Stock for which this Warrant was exercisable immediately prior to the Termination Date, all subject to further adjustment as provided herein.

  • Registration of Common Stock The Company agrees that prior to the commencement of the Exercise Period, it shall file with the Securities and Exchange Commission a post-effective amendment to the Registration Statement, or a new registration statement, for the registration, under the Act, of, and it shall take such action as is necessary to qualify for sale, in those states in which the Warrants were initially offered by the Company, the Common Stock issuable upon exercise of the Warrants. In either case, the Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement until the expiration of the Warrants in accordance with the provisions of this Agreement. The provisions of this Section 7.4 may not be modified, amended or deleted without the prior written consent of EBC.

  • Registration of Shares of Common Stock The Company agrees that as soon as practicable after the closing of its initial Business Combination, it shall use its best efforts to file with the Securities and Exchange Commission a registration statement for the registration, under the Act, of the shares of Common Stock issuable upon exercise of the Warrants, and it shall use its best efforts to take such action as is necessary to register or qualify for sale, in those states in which the Warrants were initially offered by the Company and in those states where holders of Warrants then reside, the shares of Common Stock issuable upon exercise of the Warrants, to the extent an exemption is not available. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Warrants in accordance with the provisions of this Agreement. If any such registration statement has not been declared effective by the 90th day following the closing of the Business Combination, holders of the Warrants shall have the right, during the period beginning on the 91st day after the closing of the Business Combination and ending upon such registration statement being declared effective by the Securities and Exchange Commission, and during any other period when the Company shall fail to have maintained an effective registration statement covering the shares of Common Stock issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis” as determined in accordance with Section 3.3.1(c). The Company shall provide the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience) stating that (i) the exercise of the Warrants on a cashless basis in accordance with this Section 7.4 is not required to be registered under the Act and (ii) the shares of Common Stock issued upon such exercise will be freely tradable under U.S. federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Act) of the Company and, accordingly, will not be required to bear a restrictive legend. For the avoidance of any doubt, unless and until all of the Warrants have been exercised on a cashless basis, the Company shall continue to be obligated to comply with its registration obligations under the first three sentences of this Section 7.4. The provisions of this Section 7.4 may not be modified, amended, or deleted without the prior written consent of the Representative.

  • Issuance of Shares of Common Stock As soon as practicable upon the occurrence of an Exchange Event, the Company shall direct holders of the Rights to return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement to the contrary, in no event will the Company be required to net cash settle the Rights. The Company shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant Rights, such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive.

  • Issuance of Common Shares (a) Upon the expiration of the Vesting Period without forfeiture, the Company shall cause a certificate or certificates to be issued to the Director for the Reelection Grant Shares. Common Shares issued pursuant to this Agreement which have not been registered with the Securities and Exchange Commission, if any, shall bear a legend substantially as follows: (b) The Company shall not be required to transfer or deliver any certificate or certificates for Common Shares under this Agreement: (i) until after compliance with all then applicable requirements of law; and (ii) prior to admission of the Common Shares to listing on any stock exchange on which the Common Shares may then be listed. In no event shall the Company be required to issue fractional shares to the Director or his or her successor.

  • Valid Issuance of Common Stock The Shares, when issued, sold and delivered in accordance with the terms hereof for the consideration expressed herein, will be duly and validly authorized and issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement and applicable state and federal securities laws.

  • Issuance of Common Stock (a) When the Restricted Stock Units vest as described above, such Restricted Stock Units shall no longer be subject to forfeiture. Subject to the terms of this Agreement, Icagen shall issue or cause to be issued to the Grantee one share of Common Stock for each whole vested Restricted Unit on, or as soon as practicable after, each vesting date set forth above (but in any event by the thirtieth (30th) day following each such vesting date), subject to the satisfaction of the Grantee’s tax withholding obligations as described below. No fractional shares shall be issued under this Agreement and any fractional Units shall be handled as provided in Paragraph 3 hereof. (b) All obligations of Icagen and rights of Grantee under this Agreement shall be subject to the rights of Icagen as set forth in the Plan to withhold amounts required to be withheld for applicable taxes. The Grantee may elect with a 30 day advance notice to Icagen to satisfy any tax withholding obligation of Icagen with respect to the Restricted Stock Units by either by a cash payment to Icagen or having shares of Common Stock withheld by Icagen up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICA), state, and local tax liabilities (“Applicable Withholding Taxes”), subject to the terms of Section 9(e) of the Plan. If no election has been made, Icagen will withhold shares to satisfy withholding obligations, and Grantee hereby authorizes Icagen to distribute the shares of Common Stock with respect to the Restricted Stock Units net of the number of whole shares of Common Stock the aggregate market value of which is equal to the minimum Applicable Withholding Taxes. The Grantee further agrees that any additional amounts required for payment of the Applicable Withholding Taxes may be withheld by Icagen from any other payments due to Grantee, including through the Grantee’s paycheck. (c) The obligation of Icagen to deliver shares hereunder shall also be subject to the condition that if at any time the Committee shall determine in its discretion that the listing, registration or qualification of the shares of Common Stock upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the issue of shares, the shares may not be issued in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee. The issuance of shares of Common Stock to the Grantee pursuant to this Agreement is subject to any applicable taxes and other laws or regulations of the United States or of any state having jurisdiction thereof. (d) The Grantee agrees to be bound by Icagen’s policies regarding transfer of shares of Common Stock and understands that there may be certain times during the year in which the Grantee will be prohibited from selling, transferring, pledging, donating, assigning, mortgaging, hypothocating or encumbering shares.

  • Ordinary Shares The Ordinary Shares included in the Units have been duly authorized and, when issued and delivered against payment for the Offered Securities by the Underwriters pursuant to this Agreement and registered in the Company’s register of members, will be validly issued, fully paid and non-assessable. The holders of such Ordinary Shares are not and will not be subject to personal liability by reason of being such holders; such Ordinary Shares are not and will not be subject to any preemptive or other similar contractual rights granted by the Company.

  • Exchange of Stock (a) The Werke Shareholders agree to transfer to WICK, and WICK agrees to purchase from the Werke Shareholders, all of the Werke Shareholders' right, title and interest in the WERKE Stock, representing 100% of the issued and outstanding stock of WERKE, free and clear of all mortgages, liens, pledges, security interests, restrictions, encumbrances, or adverse claims of any nature. (b) At the Closing (as defined in Section 2 below), upon surrender by the Werke Shareholders of the certificates evidencing the WERKE Stock, duly endorsed for transfer to WICK or accompanied by stock powers executed in blank by the Werke Shareholders, WICK will cause 11,000,000 shares (subject to adjustment for fractionalized shares as set forth below) of the common voting stock, par value $.001 of WICK (the "WICK Stock") to be issued to the Werke Shareholders (or their designees), in full satisfaction of any right or interest which each Shareholder held in the WERKE Stock. The WICK Stock will be issued to the Werke Shareholders on a pro rata basis, in the same proportion as the percentage of their ownership interest in WERKE, as set forth on EXHIBIT A (subject to adjustment as set forth below), at the Closing. As a result of the exchange of the WERKE Stock for the WICK Stock, WERKE will become a wholly owned subsidiary of WICK. (c) EXHIBIT A, may be amended by WERKE at or prior to the Closing in order to give effect to the conversion by STPF of its interest in STWP into equity in WERKE and to reflect other changes in the capital structure of WERKE which may be caused by investment into WERKE by third parties prior to the Closing. Any additional shareholders which are added to EXHIBIT A, at or prior to Closing will agree to be bound by the terms of this Agreement, either directly or by signing the Agreement to Appoint Shareholders Representative attached hereto as EXHIBIT B, however, their failure to do so prior to Closing will not effect the validity or enforceability of this Agreement as between the present parties. In no event shall WICK be required to issue any additional securities, other than as set forth herein, as a result of any changes in the capital structure of WERKE at or prior to the Closing.

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