Exchange of Preferred Shares. The Company acknowledges and agrees that each of the Investors is acting solely in the capacity of arm's length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby. The Company further acknowledges that each Investor is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby and any advice given by any of the Investor or any of their respective representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Investor's purchase of the Securities. The Company further represents to each Investor that the Company's decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.
Exchange of Preferred Shares. The settlement of the Exchange will take place on September 30, 2013 (the “Settlement Date”), at which time the Holder will cause delivery of the Preferred Shares to the Company, and the Company will cause the Exchange Shares (as defined below) to be credited, in accordance with the procedures of the Depository Trust Company, into a book-entry account previously identified in writing by the Holder, in exchange for the Preferred Shares, the Preferred Shares that would have been issued as a pay-in-kind dividend on September 30, 2013 and all claims Holder may have arising out of or relating to the Preferred Shares (including without limitation, any dividends thereon, whether accrued, accumulated, declared or otherwise).
Exchange of Preferred Shares. Subject to the terms and conditions of this Agreement, at the Closing provided for in Section 3, (i) each Purchaser shall sell, convey transfer and assign to the Company, free and clear of all liens, pledges, encumbrances, changes, restrictions or known claims of any kind, nature and description, and the Company shall purchase and accept, the number of shares of current issued and outstanding Preferred Shares of the applicable series specified opposite such Purchaser’s name in Schedule A (such Preferred Shares, the “Exchanged Shares”) and (ii) in exchange for the transfer by the Purchasers, the Company shall sell, convey, transfer and assign to the Purchasers, and the Purchasers shall accept from the Company, the number of shares of MRP Shares and of the applicable series specified opposite such Purchaser’s name in Schedule A. The Purchasers’ obligations hereunder are several and not joint obligations and no Purchaser shall have any liability to any Person for the performance or non-performance of any obligation by any other Purchaser hereunder. The Series F MRP Shares, the Series G MRP Xxxxxx and the Series H MRP Xxxxxx issued hereunder are each herein sometimes referred to as MRP Shares of a “series.”
Exchange of Preferred Shares. Subject to an in accordance with the Exchange Proceedures set forth in Exhibit D hereto, the Corporation and each of the Purchasers hereby agree that the Corporation may elect, in it’s sole discretion, to cause Purchasers to exchange all of the then-outstanding Preferred Shares for Non-Voting Common Stock and that the Purchasers shall cause the Preferred Shares to be so exchanged (the “Share Exchange”).
Exchange of Preferred Shares. Interiors and the Holder agree to exchange that number of shares of Preferred Stock into that principal amount of Notes as set forth on Schedule A, pursuant to the terms of the Purchase Agreement and the Escrow Agreement (annexed to the Purchase Agreement as Exhibit B) within ten Business Days after the date hereof. The "Exchange Date" shall be defined as the date the Escrow Agent receives the Notes and the Preferred Stock being exchange thereby. On the Exchange Date, the Holder will cease to have any right to receipt or payment of dividends in whole or in part, on the Preferred Stock, but will begin the right to receipt or payment of interest or principal on the Notes.
Exchange of Preferred Shares. Each issued and outstanding Preferred Share (other than any Preferred Shares which are held by stockholders who are Dissenting Stockholders, which Shares shall be converted into the right, if any, to receive payment from the Surviving Corporation of the "fair value" of such Preferred Shares as determined in accordance with Section 262 of the DGCL) shall be converted into the right to receive an amount per Preferred Share equal to the then applicable Redemp- tion Price (as defined and as set forth in the Certifi- cate of Designation for the Preferred Shares), payable to the holder thereof, without interest (the "Preferred Merger Consideration"), upon surrender of the certificate formerly representing such Preferred Share in the manner provided in Section 2.2. All such Preferred Shares, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate representing any such Preferred Shares shall cease to have any rights with respect thereto, except the right to receive the Pre- ferred Merger Consideration therefor upon the surrender of such certificate in accordance with Section 2.2.
Exchange of Preferred Shares. NSO and the Holder agree that NSO shall exchange one (1) share of Series B Stock with Holder for each share of Series A Stock owned of record by Holder, the total number of which Series A shares is listed on Exhibit A hereto opposite the name of the Holder. Upon surrender of the Series A Stock in the manner provided in Paragraph 3 hereof, the Holder will cease to have any right to receipt or payment of dividends, in whole or in part, on the Series A Stock, but will begin the right to receipt or payment of dividends on the Series B Stock.
Exchange of Preferred Shares. NMD and the Holders agree that upon the business day that the Holders receive each of the following: (A) the original shares of Preferred Stock (the number of shares of Preferred Stock to be issued for the principal amount of Convertible Debentures owned of record by each Holder, plus accrued interest, as set forth on Schedule A) to be issued upon the exchange, and (B) notice from NMD that each of the following conditions (the "Conditions") have been satisfied, (i) written proof that the Registration Statement (as defined in the Registration Rights Agreement annexed hereto as Exhibit A) including the shares of Common Stock underlying the Preferred Stock issuable hereunder has been declared effective by the Securities and Exchange Commission (the "SEC"), (ii) written proof that the Certificate of Amendment providing for all of the rights, privileges, and preferences of the Preferred Stock has been filed and accepted by the Secretary of State for the State of Ohio, and (iii) receipt of a certificate
Exchange of Preferred Shares. On the date hereof, the Holder shall, and the Company shall, pursuant to Section 3(a)(9) of the Securities Act, exchange the Preferred Shares for the Exchange Note, without the payment of any additional consideration (the "Exchange"), as follows:
Exchange of Preferred Shares. Subject to the terms and conditions herein, immediately prior to the Closing, all of the Preferred Shares shall be exchanged for a total of 1,949,278 Common Shares (as adjusted to reflect the effect of any stock split, reverse stock split, stock dividend, reorganization, recapitalization, reclassification, consolidation, combination or like change with respect to the
1. Common Shares occurring on or after the date of this Agreement and prior to the Closing).
