Exchange of the Existing Notes. At the Closing (as defined herein), the Undersigned hereby agrees to cause the Holders to exchange and deliver to the Company the following aggregate principal amount of Existing Notes, and in exchange therefor the Company hereby agrees to issue or pay, as the case may be, to the Holders the consideration described below (such exchange, the “Exchange”): Aggregate principal amount of Existing Notes to be Exchanged: $18,690,000 (the “Exchanged Notes”) Closing Date Consideration Closing Date Share Payment: 4,017,857 shares of Common Stock Closing Date Cash Payment: $1,470,147.92 Aggregate principal amount of New Notes to be issued in the Exchange $5,000,000 Accrued Interest Consideration August 15 Interest Payment Consideration: $537,337.5 (payable in shares of Common Stock as calculated pursuant to the terms hereof) Additional Notes June Note $2,630,750 December Note $2,630,750 The closing of the Exchange (the “Closing”) shall occur on a date (the “Closing Date”) that is no later than five business days after the date of this Agreement; provided that the Closing shall take place concurrently with the consummation of those certain credit facilities to be provided under that certain Credit and Security Agreement, expected to be dated as of August 6, 2019, by and between the Company, MannKind LLC, the lenders party thereto and MidCap Financial Trust as administrative agent for such lenders (in such capacity, the “MidCap Agent”). At the Closing, (a) each Holder shall (i) deliver or cause to be delivered to the Company all right, title and interest in and to its Exchanged Notes (and no other consideration) free and clear of any mortgage, lien, pledge, charge, security interest, encumbrance, title retention agreement, option, equity or other adverse claim thereto (collectively, “Liens”), together with any documents of conveyance or transfer that the Company may deem necessary or desirable to transfer to and confirm in the Company all right, title and interest in and to the Exchanged Notes free and clear of any Liens; and (ii) sign a subordination agreement with the MidCap Agent in the form of Exhibit B hereto, and (b) the Company shall: (i) pay to each Holder the cash amount set forth opposite such Holder’s name on Exhibit A; (ii) deliver to each Holder a Physical Note (as defined in the Indenture), registered in the name of such Holder or in such other name as such Holder shall request, in the aggregate principal amount of the New Notes set forth opposite such Ho...
Exchange of the Existing Notes. On the terms and subject to the satisfaction of the conditions set forth in this Agreement, the Company and the Noteholder agree to consummate the Exchange and certain of the transactions contemplated hereby on the Closing Date as follows:
Exchange of the Existing Notes. (i) Subject to the satisfaction (or waiver) of the conditions set forth in Sections 5 and 6 below, on the Closing Date (as defined below), the Investor hereby agrees to exchange and deliver to the Company the following Existing Notes, and in exchange therefor, the Company hereby agrees to issue to the Investor the principal amount of the New Notes and to pay in cash the following accrued but unpaid interest, to but not including the Closing Date, on such Existing Notes: Principal Amount of Existing Notes to be Exchanged: $ (the “Exchanged Existing Notes”) Principal Amount of New Notes to be Issued in the Exchange: $ (the “Exchanged New Notes”) Cash Payment of Accrued but Unpaid Interest on Exchanged Existing Notes: $ (the “Cash Payment”)
Exchange of the Existing Notes
