Exchange of Preferred Stock. At or prior to the Recapitalization Closing and subject to Section 5.17, the Preferred Stockholders and the Preferred Warrantholders will surrender to the Company all shares of Preferred Stock (including those issued pursuant to Section 1.3 upon exercise of the Preferred Stock Warrants and all accrued but unpaid dividends thereon) and all accrued but unpaid dividends thereon that are not tendered to the Company as consideration for the exercise of the Common Stock Warrants pursuant to Section 1.4 of this Agreement in exchange for (subject to consummation of the IPO) a number of shares of Common Stock equal to the quotient of (x) $1,000 per each such share of Preferred Stock plus all accrued but unpaid dividends on each such share as of the date immediately preceding the Recapitalization Closing divided by (y) the IPO Price, it being acknowledged and agreed that the Preferred Stockholders and the Preferred Warrantholders will surrender to the Company all shares of Preferred Stock (including those issued pursuant to Section 1.3 upon exercise of the Preferred Stock Warrants and all accrued but unpaid dividends thereon) held by the Preferred Stockholders and the Preferred Warrantholders pursuant to this Section 1.5 if the Common Stock Warrants are cancelled pursuant to Section 1.4 of this Agreement. Notwithstanding the foregoing, if the valuation of the Company determined in connection with the IPO is insufficient to exchange all shares of Preferred Stock (including those issued pursuant to Section 1.3 upon exercise of the Preferred Stock Warrants and all accrued but unpaid dividends thereon) and all accrued but unpaid dividends thereon surrendered pursuant to this Section 1.5 at the ratio set forth in this Section 1.5, then such ratio will be appropriately adjusted (subject to Section 5.17) by increasing the IPO Price (but only by the amount necessary to permit the issuance of the maximum number of shares of Common Stock pursuant to this Section 1.5 as determined by mutual agreement of the Company and the holders of a majority of the outstanding shares of Preferred Stock (including shares issued pursuant to Section 1.3 upon exercise of the Preferred Stock Warrants) no later than the time of printing of the Preliminary Prospectus) for purposes of calculating the number of shares of Common Stock issuable pursuant to this Section 1.5. As soon as practicable after the execution and delivery of this Agreement, the Company will deliver to each record holder of shar...
Exchange of Preferred Stock. Subject to the terms and conditions of this Agreement, and based upon the representations, warranties, covenants and agreements set forth herein, at the Closing, Stockholder agrees to convey to the Company, free and clear of all Encumbrances, and the Company agrees to exchange with and accept from Stockholder, all of the Series E Shares as hereinafter provided and for the consideration set forth in Section 2.2 hereof.
Exchange of Preferred Stock. On the Closing Date, in exchange for the delivery by BOCO and cancellation of 250,000 Preferred Shares and the waiver, cancellation and release of all of BOCO’s right to receive dividends on such Preferred Shares, the Company shall issue and deliver to BOCO 9,375,000 Common Shares.
Exchange of Preferred Stock. Prior to the Effective Time, the Company shall exchange all outstanding shares of Series B Preferred Stock for Company Convertible Preferred Stock on a one-for-one basis and having the terms set forth in Section 4.7 of the Company Disclosure Schedule.
Exchange of Preferred Stock. The Holders hereby agree to exchange their Preferred Stock for the same number of shares of new preferred stock on the terms set forth in the certificate of designation attached hereto as Exhibit B (the “New Preferred Certificate”). In order to facilitate such exchange, the Holders herewith delivers their certificates for Preferred Stock to the Company to be held in trust pending the closing pursuant to the Investment Agreement (the “Closing”), and upon the Closing, the Company shall cancel the certificates for Preferred Stock and execute and deliver certificates for the new preferred stock to the Holders. If the Closing does not occur on or before December 31, 2016, Company promptly thereafter shall return the certificates for the Preferred Stock to the Holders.
Exchange of Preferred Stock. Pursuant to the terms of the Preferred Stock, the Company shall exchange all outstanding shares of the Preferred Stock for Convertible Notes on the Second Amendment Closing Date. The Exchange Date, as defined in the Certificate of Designation shall be the Second Amendment Closing Date.
Exchange of Preferred Stock. On the Closing Date, in exchange for the delivery by GDBA and cancellation of 250,000 Preferred Shares and the waiver, cancellation and release of all of GDBA’s right to receive dividends on such Preferred Shares, the Company shall issue and deliver to GDBA 5,172,414 Common Shares.
Exchange of Preferred Stock. Prior to the Closing Date the Company shall exchange the 330 shares of Preferred Stock of California Western Gas Company owned by the Company for 330 shares of Class B Preferred Stock of California Western Gas Company.
Exchange of Preferred Stock. As of the Effective Time, each holder of SP Preferred Stock shall exchange and deliver to Roomlinx all issued and outstanding shares of SP Preferred Stock with irrevocable stock powers and Roomlinx shall deliver to the SP Preferred Stockholders an identical number of shares of SignalShare, Inc. Preferred Stock with identical rights and obligations under the Restated Articles of Incorporation. The Preferred Stock is to be issued to the former SP Preferred Stockholders in accordance with the terms hereof and the Restated Articles of Incorporation shall be issued in full satisfaction of all rights pertaining to the SP Preferred Stock.
Exchange of Preferred Stock. Subject to the terms and conditions of this Agreement, at the Closing (as defined herein) the Company shall issue to each Preferred Stockholder, in exchange for the shares of Preferred Stock then held by such Preferred Stockholder, such number of Exchange Shares set forth beside such Preferred Stockholder's name on Schedule B attached hereto (the "Exchange"). From and after the Closing, the Preferred Stock shall solely represent the right to receive the Exchange Shares hereunder.
