Exchange of Common Stock. (a) From time to time, on or before the Effective Time, in the event fewer than 80% of the then outstanding Shares are tendered and not withdrawn pursuant to the Offer, Parent shall cause to be deposited in trust with a bank or trust company designated by Parent and satisfactory to the Company (the "Paying Agent") cash, cash equivalents or a combination thereof in amounts and ------------- at the times necessary for the prompt payment of the Merger Consideration upon surrender of certificates representing Shares as part of the Merger pursuant to Section 3.1 (it being understood that any and all interest earned on funds made available to the Paying Agent pursuant to this Agreement and not used to pay Merger Consideration shall be turned over to Parent).
(b) Promptly after the Effective Time, the Paying Agent (which, for the purposes of this subsection (b), may be Parent) shall mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Common Stock that were converted into the right to receive the Merger Consideration pursuant to Section 3.1 (the "Certificates") a form letter of transmittal (which shall specify that delivery ------------- shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent) and instructions for use in effecting the surrender of the Certificates for payment therefor. Upon surrender by such holder to the Paying Agent of a Certificate, together with such letter of transmittal duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor, cash in an amount equal to the product of the number of shares of Common Stock represented by such Certificate multiplied by the Merger Consideration, and such Certificate shall forthwith be canceled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If the payment is to be made to a person other than the person in whose name a Certificate surrendered is registered, it shall be a condition of payment that (a) the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and (b) the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of the Certificate surrendered or establish to the satisfaction of the Surviving Corporation that s...
Exchange of Common Stock. Not later than the Effective Time, the Company shall (i) designate 75,000 shares of Preferred Stock of the Company as the Series B Stock and (ii) take all such actions as may be necessary to exchange each share of Common Stock held by the Rollover Stockholders that is set forth opposite their respective names in Section 6.1(a) of the Company Disclosure Schedule for 0.2 shares of Series B Stock and complete such exchange, in each case, pursuant to documentation reasonably acceptable in form and substance to MergerCo. In effecting such exchange, all fractional shares of Series B Stock otherwise issuable in connection therewith shall not be issued but shall be rounded to the nearest number of whole shares of Series B Stock.
Exchange of Common Stock. At the time of closing:
(i) Zycom would issue or reserve for issuance at an appropriate date, to those persons and entities referred to in Paragraph 2 and Exhibits A, B, and C hereof (hereinafter referred to as the "Stockholders" or "Tutornet Stockholders") a total of 30,000,000 common shares of Zycom. It is the intention of the parties hereto that after the exchange of stock to the Tutornet Stockholders, the present Zycom shareholders will own 4.1% of the outstanding stock of Zycom.
(ii) Zycom. would issue 24,200,000 share of its common stock in exchange for the 24,200,000 shares of Exchange Stock (hereinafter the "Exchange").
Exchange of Common Stock. On the terms of and subject to the conditions set forth in this Agreement and the Offer, Merger Sub shall (and Belpointe PREP shall cause Merger Sub to) accept for exchange, and exchange, all shares of Common Stock that are validly tendered pursuant to the Offer promptly (within the meaning of Section 14e-1(c) promulgated under the Exchange Act) after the expiration of the Offer (as it may be extended in accordance with Section 2.1(e)(ii)) (or, at Belpointe PREP’s election, concurrently with the expiration of the Offer if all conditions to the Offer have been satisfied or waived) (such time of acceptance, the “Acceptance Time”). Without limiting the generality of the foregoing, Belpointe PREP shall provide or cause to be provided to Merger Sub on a timely basis the Class A Units necessary to exchange any shares of Common Stock that Merger Sub becomes obligated to exchange pursuant to the Offer; provided, however, that without the prior written consent of Belpointe REIT, Merger Sub shall not accept for exchange, or exchange, any shares of Common Stock if, as a result, Merger Sub would acquire less than the shares of Common Stock necessary to satisfy the Minimum Condition. The Consideration in the Offer payable in respect of each share of Common Stock validly tendered pursuant to the Offer shall be delivered promptly following the Acceptance Time.
Exchange of Common Stock. (i) At the Effective Time, ADI (or the Company, as the Surviving Corporation) shall deposit in trust with a bank or trust company designated by DLB (the "Exchange Agent") cash, a letter of credit or a combination thereof issued by a commercial bank selected by DLB which irrevocably commits the issuer to provide the Exchange Agent from time to time with the funds necessary to make the payments required hereunder in an aggregate amount equal to the product of (i) the number of shares of Common Stock issued and outstanding at the Effective Time (other than any such shares owned beneficially or of record by DLB, ADI or any subsidiary of DLB or held in the Company's treasury and other than Dissenting Shares in respect of which appraisal rights are perfected), and (ii) the Price Per Share (such product being hereinafter referred to as the "Exchange Fund"). The Exchange Agent shall, pursuant to
Exchange of Common Stock. Effective as of the Closing Date (which consummation of the transactions on the Closing Date shall be deemed to have occurred for accounting purposes on January 1, 1999), as established subsequently in this Agreement, the following exchange transaction involving Acquiror Shares and Acquiree Stock shall be consummated in conformance to the terms, conditions and provisions of this Agreement.
Exchange of Common Stock for Rights after a Trigger Event. The Board of Directors of the Company may, at its option, at any time after the occurrence of a Trigger Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 11(a)(ii), for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the company, any employee benefit plan of the Company or any such subsidiary, or any entity holding Common Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Common Stock then outstanding.
Exchange of Common Stock. Company agrees to exchange Five Million, Three Hundred Seventy-Three Thousand, Five Hundred and Twenty Eight (5,373,528) restricted shares of Company's common stock (the "Shares") plus Two Million, Six Hundred Seventy-Four Thousand, Five Hundred Seventy-Six (2,674,576) stock purchase warrants (the "Warrants") of the Company in consideration for Seller transferring all right, title and interest in and to 100,000 shares of common stock (the "GSSI Shares") of Gulf South Securities, Inc., a Delaware corporation ("GSSI") which is registered with the Securities and Exchange Commission (the "SEC") and Financial Industry Regulatory Authority ("FINRA") as a broker-dealer. The foregoing 100,000 shares of GSSI constitutes all of the authorized, issued, and outstanding shares of common stock of GSSI. There are no other authorized, issued or outstanding securities of GSSI. and Section 1.03 of the Agreement is hereby amended to read as follows:
Exchange of Common Stock. (a) The Company shall file with the Secretary of State of Delaware on or before the Closing (as defined below), the Seventh Amended and Restated Articles of Incorporation in the form attached hereto as EXHIBIT B (the "RESTATED ARTICLES") which shall, among other things, create a new class of Series E Preferred Stock consisting of 19,000,000 shares (hereinafter referred to as "SERIES E PREFERRED" or "STOCK") with rights, preferences and privileges as set forth in the Restated Articles.
(b) Subject to the terms and conditions of this Agreement, each Purchaser agrees to exchange at the Closing (as defined below) the shares of Common Stock then held by it for shares of Series E Preferred in accordance with the chart set forth on EXHIBIT A attached hereto and the Company agrees to accept such shares of Common Stock and to issue to each Purchaser shares of Series E Preferred.
Exchange of Common Stock. Regarding Holders of Common Stock issued and outstanding as of the Effective Time (each, a “Participating Common Holder”), as soon as practicable after receipt by Exchange Agent of a Participating Common Holder’s Certificates and applicable Holder Documents executed and delivered in accordance with this Agreement, Exchange Agent shall deliver to that Participating Common Holder the amount of cash due to such Participating Common Holder for each share of Common Stock held by such Participating Common Holder as of the Effective Time as determined in accordance with the applicable provisions of Section 2.2 (less such Participating Common Holder’s portion of the Indemnity Escrow Fund and Stockholder Representative Escrow Funds).
