Exchange of Shares Closing Sample Clauses

Exchange of Shares Closing. (a) Subject to the terms and conditions set forth below, Southridge shall tender to the Company the One Thousand One Hundred Seventy-one and seventy-nine one-hundredths (1,171.79) shares of Series I Preferred Stock which Southridge received from Breckenridge, and in exchange (the "Exchange"), Southridge shall receive One Thousand Four Hundred Fifty-two (1,452) shares of Series J Preferred Stock. The Shares issued pursuant to this Agreement shall have the respective rights, preferences and privileges set forth in Exhibit A (the "Certificate of Designation"). (b) The closing of the Exchange of the Shares (the "Closing") shall take place at the offices of Durham Jxxxx & Pxxxxxx, P.C., 100 Xxxx Xxxxxxxx, Xxxxx 000, Xxxx Xxxx Xxxx, Xxxx 00000. The date of the Closing shall be the date on which Southridge tenders the shares of Series I Preferred Stock and receives in return the shares of Preferred Stock pursuant to this Agreement, and is hereinafter referred to as the "Closing Date." (c) At the Closing the parties shall deliver the following: (i) The Company shall deliver or cause to be delivered: (A) Stock certificates representing One Thousand Four Hundred Fifty-one and seventy-nine one-hundredths (1,451.79) Shares of Series J Preferred Stock, registered according to instructions to be provided by Southridge at or before the Closing; and (B) a Legal Opinion addressed to Southridge. (ii) Southridge shall deliver or cause to be delivered: (A) Stock certificates representing the One Thousand One Hundred Seventy-one and seventy-nine one-hundredths (1,171.79) shares of Series I Preferred Stock which Southridge obtained from Breckenridge. (iii) Each party hereto shall deliver or cause to be delivered all other executed instruments, agreements and certificates as are required to be delivered by or on their behalf at the Closing.
Sample 1
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Exchange of Shares Closing. (a) Subject to the terms and conditions set forth below, the MxXxxxxxx shall tender to the Company One Thousand, Nine Hundred Sixty and eight-tenths (1,960.8) shares of Series H Preferred Stock, and in exchange (the “Exchange”), MxXxxxxxx shall receive One Thousand, Nine Hundred Sixty and eight-tenths (1,960.8) shares of Series L Preferred Stock. The Shares issued pursuant to this Agreement shall have the respective rights, preferences and privileges set forth in Exhibit A (the “Certificate of Designation”). (b) The closing of the Exchange of the Shares (the “Closing”) shall take place at the offices of Durham Jxxxx & Pxxxxxx, P.C., 100 Xxxx Xxxxxxxx, Xxxxx 000, Xxxx Xxxx Xxxx, Xxxx 00000. The date of the Closing shall be the date on which MxXxxxxxx tender the shares of Series H Preferred Stock and receives in return the shares of Series L Preferred Stock pursuant to this Agreement, and is hereinafter referred to as the “Closing Date.” (c) At the Closing the parties shall deliver the following: (i) The Company shall deliver or cause to be delivered stock certificates representing One Thousand, Nine Hundred Sixty and eight-tenths (1,960.8) shares of Series L Preferred Stock to MxXxxxxxx. (ii) MxXxxxxxx shall deliver or cause to be delivered stock certificates representing One Thousand, Nine Hundred Sixty and eight-tenths (1,960.8) shares of Series H Preferred Stock. (iii) Each party hereto shall deliver or cause to be delivered all other executed instruments, agreements and certificates as are required to be delivered by or on their behalf at the Closing.
Sample 1
Exchange of Shares Closing. (a) Subject to the terms and conditions of this Agreement, on the Closing Date, (i) Walsh shall exchange the Walsh IXNET Shares for 152,381 shares of XXX Common Stock (the "Wxxxx IPC Shares"), provided that 10% of the Walsh IPC Shares (thx "Xxlsh Holdback Shares") shall be issued to Xxxxh pursuant to the xxxxxsions set forth in Section 2(c) below, xxx (ii) Servidio shall exchange the Servidio IXNET Shares for 101,587 shaxxx xx XPC Common Stock (the "Xxxxxxio IPC Shares"), provided that 10% of the Servidio IPC Sharxx (xxx "Servidio Holdback Shares") shall be issxxx xx Xervidio pursuant tx xxx xxovisions set forth in Section 2(c) belxx. (b) The exchange of Walsh IXNET Shares and Servidio IXNET Shares for IPC Common Stock xxxx take place on the xxxx ("Closing Date") of the closing ("Closing") of the transactions contemplated hereby to be held at the offices of Morgan, Lewis & Bockius LLP, 101 Park Avenue, New York, New York 00000 xxxxxxxtely after the cxxxxxx xx xxx xxxxxxxxxxxx xxxxxxxxxxxx xy the Merger Agreement (as defined in Section 3(a), below). At the Closing immediately following the Effective Time (as defined in the Merger Agreement), (i) IPC will deliver to Walsh one or more certificates representing 152,381 shares of IPC Xxxxon Stock registered in the name of Walsh against delivery by Walsh to IPC of stock certificates reprxxxxxing the Walsh IXNET Sxxxxx, duly endorsed and in proper form for transfer xxx (ii) IPC will deliver to Servidio one or more certificates representing 101,587 shares of XXX Xxxxon Stock registered in the name of Servidio against delivery by Servidio to IPC of stock certificatex xxxxxxenting the Servidio IXNET Shares, duly endorsed and in proper form for transxxx. (c) The Walsh Holdback Shares shall be issued to Walsh and the Servidio Hxxxxxck Shares shall be issued to Servidix xx, prior to xxx xxx month anniversary of the date hereox, xxxxxses (the "Third Party Releases"), in form and substance reasonably satisfactory to IPC and executed by Lara Astor, Ariand Kumar and Robert Mazer (the "Releasing Persons") xxxxx xave been delivered xx XXX xxxx respect to any claim of the Releasing Persons arising in connection with the transactions contemplated by this Agreement.
Sample 1
Exchange of Shares Closing. (a) Subject to the terms and conditions set forth in this Agreement, the Company shall issue to the Investor, 1,800 shares of Preferred Stock, provided that the Investor shall deliver to the Company 12,000 DMC-NY Shares and $120,000 in cash to be exchanged therefor. The Shares issued pursuant to this Agreement shall have the respective rights, preferences and privileges set forth in Exhibit A (the "Certificate of Designation"). (b) The closing of the purchase and sale of the Shares (the "Closing") shall take place at 10:00 A.M., local time, on or prior to June 28, 2002, at the offices of Xxxxxxx & Prager, LLP, 00 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other time or place as the Investor and the Company may agree in writing. The date of the Closing is hereinafter referred to as the "Closing Date." (c) At the Closing, (i) the Company shall deliver or cause to be delivered to the Investor (A) certificates representing one thousand eight hundred (1,800) Shares, (B) an executed Registration Rights Agreement, and (C) the Legal Opinion; (ii) the Investor shall deliver or cause to be delivered to the Company (x) certificates representing twelve thousand (12,000) DMC-NY Shares, properly endorsed for transfer, and (y) $120,000 in cash; and (iii) each party hereto shall deliver or cause to be delivered all other executed instruments, agreements and certificates as are required to be delivered by or on its behalf at the Closing.
Sample 1
Exchange of Shares Closing 
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Related to Exchange of Shares Closing

  • Exchange of Shares (a) As soon as practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a Certificate or 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 delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the shares of ACE*COMM Common Stock, the cash in lieu of fractional shares into which the shares of i3 Common Stock represented by such Certificate or Certificates shall have been converted and any dividends or distributions pursuant to Section 2.2(b). Upon surrender of a Certificate for exchange and cancellation to the Exchange Agent, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor (x) a certificate representing that number of whole shares of ACE*COMM Common Stock to which such holder of i3 Common Stock shall have become entitled pursuant to the provisions of Article I hereof (with such legends as may be required), (y) a check representing the amount of cash in lieu of fractional shares, if any, which such holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of this Article II, and (z) any dividends or distributions pursuant to Section 2.2(b), and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on the cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to holders of Certificates. (b) No dividends or other distributions declared after the Effective Time with respect to ACE*COMM Common Stock and payable to the holders of record thereof shall be paid to the holder of any unsurrendered Certificate until the holder thereof shall surrender such Certificate in accordance with this Article II. After the surrender of a Certificate in accordance with this Article II, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of ACE*COMM Common Stock represented by such Certificate. No holder of an unsurrendered Certificate shall be entitled, until the surrender of such Certificate, to vote the shares of ACE*COMM Common Stock into which such i3 Common Stock shall have been converted. (c) If any certificate representing shares of ACE*COMM Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof that the Certificate so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer, and that the person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other taxes required by reason of the issuance of a certificate representing shares of ACE*COMM Common Stock in any name other than that of the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (d) After the close of business on the day immediately prior to the Effective Time, there shall be no transfers on the stock transfer books of i3 of the shares of i3 Common Stock which were issued and outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be canceled and exchanged for certificates representing shares of ACE*COMM Common Stock as provided in this Article II. (e) Any portion of the Exchange Fund that remains unclaimed by the stockholders of i3 for six months after the Effective Time may be returned to ACE*COMM. Any stockholders of i3 who have not complied with this Article II prior to such return shall thereafter look only to ACE*COMM for payment of their shares of ACE*COMM Common Stock, cash in lieu of fractional shares and unpaid dividends and distributions on ACE*COMM Common Stock deliverable in respect of each share of i3 Common Stock such stockholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of ACE*COMM, i3, Merger Sub, the Exchange Agent or any other person shall be liable to any former holder of shares of i3 Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (f) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by ACE*COMM, the posting by such person of a bond in such amount as ACE*COMM may reasonably direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the shares of ACE*COMM Common Stock, cash in lieu of fractional shares deliverable in respect thereof and any dividends or distributions pursuant to Section 2.2(b).

  • Purchase and Sale of Shares Closing Subject to the terms and conditions of this Agreement, the Company agrees to sell to Purchaser at the Closing, and Purchaser agrees to purchase from the Company at the Closing, 10,000,000 shares of Common Stock (the “Shares”), at a price per share of $6.00 (the “Purchase Price”). Subject to the satisfaction or waiver of the covenants and conditions set forth in Sections 2.3 and 2.4, the Closing shall occur on the date hereof at the offices of Xxxxxxxx & Xxxxxxxx or such other location as the parties shall mutually agree.

  • 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.

  • Exchange of Warrants Upon the surrender by the Registered Holder, properly endorsed, to the Company at the principal office of the Company, the Company will, subject to the provisions of Section 4 hereof, issue and deliver to or upon the order of such Holder, at the Company's expense, a new Warrant or Warrants of like tenor, in the name of the Registered Holder or as the Registered Holder (upon payment by the Registered Holder of any applicable transfer taxes) may direct, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock (or other securities, cash and/or property) then issuable upon exercise of this Warrant.

  • Exchange of the Warrant upon a Transfer On surrender of this Warrant (and a properly endorsed Assignment Form) for exchange, subject to the provisions of this Warrant with respect to compliance with the Securities Act and limitations on assignments and transfers, the Company shall issue to or on the order of the Holder a new warrant or warrants of like tenor, in the name of the Holder or as the Holder (on payment by the Holder of any applicable transfer taxes) may direct, for the number of shares issuable upon exercise hereof, and the Company shall register any such transfer upon the Warrant Register. This Warrant (and the securities issuable upon exercise of the rights under this Warrant) must be surrendered to the Company or its warrant or transfer agent, as applicable, as a condition precedent to the sale, pledge, hypothecation or other transfer of any interest in any of the securities represented hereby.

  • Exchange of Warrant This Warrant is exchangeable, upon the surrender hereof by the Holder at the office or agency of the Company referred to in Section 15, for one or more new Warrants of like tenor representing in the aggregate the right to subscribe for and purchase the number of shares of Common Stock which may be subscribed for and purchased hereunder, each of such new Warrants to represent the right to subscribe for and purchase such number of shares as shall be designated by the Holder at the time of such surrender.

  • Sale and Purchase of Shares Upon the terms and subject to the conditions contained herein, on the Closing Date the Seller shall sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser shall purchase from the Seller, all of the Shares.

  • Sale and Transfer of Shares Closing Subject to the terms and conditions of this Agreement, at the Closing, the following will occur: i. the Company will sell and transfer the Purchase Shares to GSAI and the Shareholders; ii. Bristlecone will deliver 4,500,000 common shares to the Company which shall be cancelled and returned to the treasury of the Company; iii Xxxxxxxxx will deliver 3,500,000 common shares to the Company which shall be cancelled and returned to the treasury of the Company; iv. GSAI will transfer 100% of the outstanding shares of ARCIS (the “ARCIS Shares”) to the Company. v. the Shareholders will transfer 100% of the outstanding shares of GCED (the “GCED Shares”) to the Company; vi. the Company shall deliver the 13,200,000 Purchase Shares issued in the amounts and to the persons set forth in Exhibit C hereto; vii. the Officers and Directors of the Company shall appoint the directors designated by GSAI and resign; and the newly appointed Directors of the Company who shall serve until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Charter and the By-Laws, shall appoint the new officers of the Company.

  • Mergers, Recapitalizations, Stock Splits, Etc Pursuant and subject to Section 12 of the Plan, certain changes in the number or character of the Common Stock of the Company (through sale, merger, consolidation, exchange, reorganization, divestiture (including a spin-off), liquidation, recapitalization, stock split, stock dividend or otherwise) shall result in an adjustment, reduction or enlargement, as appropriate, in Participant’s rights with respect to any unexercised portion of the Option (i.e., Participant shall have such “anti-dilution” rights under the Option with respect to such events, but shall not have “preemptive” rights).

  • Exchange of Shifts Employees may exchange shifts with the approval of the Employer, provided that, whenever possible, sufficient advance notice in writing is given and provided that there is no increase in cost to the Employer.

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