Exchange of Series A Preferred Stock. AWT shall have completed an exchange of the Series A Preferred Stock held by CGE into Exchange Common Shares pursuant to Section 1.1, and CGE and Anjou shall have received duly executed certificates representing the Exchange Common Shares.
Exchange of Series A Preferred Stock. Section 6.6 Stockholder Approval; Restated Certificate of Incorporation . . . . . . . . . . . . . . . . 18 Section 6.7 Warrant Agreement . . . . . . . . . . . . . 18 ARTICLE VII
Exchange of Series A Preferred Stock. The holder(s) of the Series A Preferred Stock of ASC shall have exchanged such Capital Stock on a dollar-for-dollar basis for New Junior Subordinated Notes.
Exchange of Series A Preferred Stock. A. The Series A Preferred Stock shall be exchangeable, at any time, at the option of the Corporation and to the extent permitted by applicable law, in whole but not in part, on any Dividend Payment Date for Junior Subordinated Debentures (issued pursuant to an indenture (the "Indenture") prepared in accordance with the Investment Agreement), in principal amount of $1,000 per share of Series A Preferred Stock (a "Debenture" and, collectively, the "Debentures"), in accordance with this Article VI:
(i) Each share of Series A Preferred Stock shall be exchangeable at the offices of the Corporation and at such other place or places, if any, as the Board of Directors may designate. Except with the prior written consent of the holders of all outstanding shares of Series A Preferred Stock, the Corporation may not exchange any shares of Series A Preferred Stock if (a) full cumulative dividends, to the extent payable or deemed payable through the date of exchange, have not been paid or set aside for payment on all outstanding shares of the Series A Preferred Stock, (b) the Corporation has failed to amend its Certificate of Incorporation pursuant to Delaware law to confer the power to vote upon holders of the Debentures as shall be contemplated by the Indenture or (c) such exchange could result in any tax consequence to the Investor or any of its Affiliates which is materially adverse.
(ii) Prior to giving notice of its intention to exchange, the Corporation shall execute and deliver to a bank or trust company selected by the Board of Directors and, if required by applicable law, qualify under the Trust Indenture Act of 1939, as amended, the Indenture.
(iii) The Corporation shall mail written notice of its intention to exchange Series A Preferred Stock for Debentures (the "Exchange Notice") to each holder of record of shares of Series A Preferred Stock not less than 90 nor more than 120 days prior to the date fixed for exchange.
(iv) Prior to effecting any exchange provided above, the Corporation shall deliver to each holder of shares of Series A Preferred Stock an opinion of nationally recognized legal counsel to the effect that: (i) each of the Indenture and the Debentures have been duly authorized and executed by the Corporation and, when delivered by the Corporation in exchange for shares of Series A Preferred Stock, will constitute valid and legally binding obligations of the Corporation enforceable against the Corporation in accordance with their terms, subject ...
Exchange of Series A Preferred Stock. Each of the Company and Shareholder agrees that, on the date hereof, Shareholder cancel 15,000,000 shares of common stock and the Company shall issue to Shareholder in exchange therefore 15,000,000 shares of Series A Preferred Stock. The exchange of the common stocks for the Series A Preferred Stock will be made in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act.:
Exchange of Series A Preferred Stock. Subject to the terms and conditions hereof, on the Closing Date (as defined in Section 2.3 of this Agreement), the Purchaser hereby agrees to surrender to the Company for exchange all of its shares of Series A Preferred Stock of the Company (the “Surrendered Shares,” the amount of which is set forth on Schedule A), and the Company agrees to subsequently cause its transfer agent and registrar to issue to the Purchaser an equal amount of shares of Series D Preferred Stock (the “Preferred Stock Exchange,” and such new shares, the “Exchange Shares”). If required by DST Systems, Inc., the Company’s transfer agent, the Purchaser agrees to execute a customary letter of transmittal surrendering the Surrendered Shares. Following the Preferred Stock Exchange, the Surrendered Shares will be classified as treasury shares on the books and records of the Company and the Purchaser shall own 17,949 shares of Series D Preferred Stock.
Exchange of Series A Preferred Stock. Subject to the terms and conditions hereof, each Deerfield Investor hereby agrees to exchange all of the shares of Series A Preferred Stock held by such Deerfield Investor (and/or, in the case of DPF, by its affiliate Deerfield Private Design International II, L.P. (“DPDI”); provided that, for purposes hereof, any shares of Series A Preferred Stock held by DPDI shall be deemed to be DPF’s Series A Preferred Shares) for a number of shares of Common Stock set forth opposite such Investor’s name on Schedule II hereto (collectively, all such shares issued pursuant to this Section 1.01, the “Exchange Shares”) as follows:
Exchange of Series A Preferred Stock. At the closing of the Transactions, each Stockholder agrees to exchange all Shares held by such Stockholder for a number of shares of Common Stock equal to the product of $1,000 and the number of Shares exchanged (the “Face Amount”) divided by the Issue Price, rounded up to the nearest whole share. Upon issuance, such shares of Common Stock shall be validly issued, fully paid and non-assessable. At the closing of the Transactions, each Stockholder shall deliver all share certificates evidencing all of said Stockholder’s Shares to the Company and shall execute a stock power separate from the certificate transferring the Stockholder’s Shares to the Company and, within two (2) business days following the closing of the Transactions, the Company shall deliver to each Stockholder a certificate in such Stockholder’s name representing the number of shares of Common Stock issued to such Stockholder pursuant to this Section 2.
Exchange of Series A Preferred Stock for the Series B-3
Exchange of Series A Preferred Stock. Each Major Investor shall have the right at any time upon written notice to the Company to exchange any one or more shares of Series A Preferred Stock held by such Major Investor for (i) the number of shares of Issuable Conversion Stock represented thereby or (ii) a like number of shares of Common Stock and a number of shares of Series B Preferred Stock having an Original Cost (as defined in the Company’s Certificate of Incorporation) equal to the Conversion Payment Amount (as defined in the Company’s Certificate of Incorporation) with respect thereto.
