Exchange Right and Obligation Sample Clauses

Exchange Right and Obligation. Subject to the provisions of Section 1(e), (i) at any time or times from the date hereof up to December 12, 2014 (the “Outside Date”), the Creditor shall be entitled to exchange any portion of the outstanding and unpaid Existing Debt into validly issued, fully paid and non-assessable shares of Common Stock and (ii) on the Outside Date, the Creditor shall be obligated to exchange all (reduced only as set forth in Section 1(e) below) of the then still outstanding and unpaid Existing Debt into validly issued, fully paid and non-assessable shares of Common Stock, in each case in accordance with Section 1(d), at the Exchange Rate (as defined below), subject to adjustment as described in Section 1(c) below to reflect the intention of the parties that the total number of Exchange Shares issued be based upon an average trading price of the Common Stock for a specified period of time subsequent to an Exchange. The Company shall not issue any fraction of a share of Common Stock upon any Exchange. If the issuance would result in the issuance of a fraction of a share of Common Stock, the Company shall round such fraction of a share of Common Stock up to the nearest whole share. The Company shall pay any and all transfer, stamp, issuance and similar taxes that may be payable with respect to the issuance and delivery of Common Stock upon Exchange of Existing Debt.
Sample 1
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Exchange Right and Obligation. Subject to the provisions of Section 1(d), at any time or times from the date hereof up to July 8, 2022 (the “Outside Date”), the Creditor shall be obligated to exchange upon the Company issuing an Exchange Notice (as defined below) the Tranche (in the amount specified in the Exchange Notice representing a portion of the outstanding and unpaid Existing Debt into validly issued, fully paid and non-assessable shares of Common Stock in accordance with Section 1(c). In no event shall the Company issue an Exchange Notice for a new Tranche on a date that is less than 14 days from the date of the Exchange Notice for last Tranche without the express written consent of the Creditor, which may be withheld at its sole discretion. The Company shall not issue any fraction of a share of Common Stock upon any Exchange. If the issuance would result in the issuance of a fraction of a share of Common Stock, the Company shall round such fraction of a share of Common Stock up to the nearest whole share. The Company shall pay any and all transfer, stamp, issuance and similar taxes that may be payable with respect to the issuance and delivery of Common Stock upon Exchange of Existing Debt.
Sample 1
Exchange Right and Obligation. Subject to the provisions of Section 1(e), (i) in the Second Exchange, the Creditor shall exchange all the then still outstanding and unpaid Existing Debt into validly issued, fully paid and non-assessable shares of Common Stock, in accordance with Section 1(d), at the Exchange Rate (as defined below), subject to the issuance of Pre-Funded Warrants as described in Section 1(e) below. The Company shall not issue any fraction of a share of Common Stock upon any Exchange. If the issuance would result in the issuance of a fraction of a share of Common Stock, the Company shall round such fraction of a share of Common Stock up to the nearest whole share. The Company shall pay any and all transfer, stamp, issuance and similar taxes that may be payable with respect to the issuance and delivery of Common Stock upon Exchange of Existing Debt.
Sample 1
Exchange Right and Obligation. Subject to the provisions of Section 1(d), at any time or times from the date hereof up to December 31, 2016 (the “Outside Date”), the Creditor shall be obligated to exchange upon the Company issuing an Exchange Notice (as defined below) the Tranche (in the amount specified in the Exchange Notice representing a portion of the outstanding and unpaid Existing Debt into validly issued, fully paid and non-assessable shares of Common Stock in accordance with Section 1(c), at the Exchange Rate (as defined below). The Company shall not issue any fraction of a share of Common Stock upon any Exchange. If the issuance would result in the issuance of a fraction of a share of Common Stock, the Company shall round such fraction of a share of Common Stock up to the nearest whole share. The Company shall pay any and all transfer, stamp, issuance and similar taxes that may be payable with respect to the issuance and delivery of Common Stock upon Exchange of Existing Debt.
Sample 1
Exchange Right and Obligation. The Creditor shall be entitled to exchange the outstanding and unpaid Existing Debt into validly issued, fully paid and non-assessable shares of Common Stock and Pre-funded Warrants in accordance with this Section 1, at the Exchange Rate (as defined below), subject to adjustment as described in Section 1(c) below to reflect the intention of the parties that the total number of Exchange Shares issued be based upon an average trading price of the Common Stock for a specified period of time subsequent to an Exchange. The Company shall not issue any fraction of a share of Common Stock upon any Exchange. If the issuance would result in the issuance of a fraction of a share of Common Stock, the Company shall round such fraction of a share of Common Stock up to the nearest whole share. The Company shall pay any and all transfer, stamp, issuance and similar taxes that may be payable with respect to the issuance and delivery of Common Stock upon Exchange of Existing Debt.
Sample 1
Exchange Right and Obligation. Subject to the provisions of Section 1(e), (i) at any time during the Second Tranche Pricing Period, the Creditor shall be entitled to exchange any portion of the outstanding and unpaid Existing Debt into validly issued, fully paid and non-assessable shares of Common Stock, and (ii) at the end of the Second Tranche Pricing Period, the Company and the Creditor shall be obligated to exchange all of the then still outstanding and unpaid Existing Debt into validly issued, fully paid and non-assessable shares of Common Stock or Pre-Funded Warrants (as defined below), as set forth in Section 1(e) below, in each case in accordance with Section 1(d), at the Exchange Rate (as defined below), subject to adjustment as described in Section 1(c)(i) below to reflect the intention of the parties that the total number of Exchange Shares issued be based upon an average trading price of the Common Stock for a specified period of time subsequent to an Exchange and that the Company shall issue the Exchange Shares in accordance with Section 1(c)(ii) below to the extent any exchange of the Existing Debt is not given effect at any time pursuant to Creditor’s beneficial ownership of the Common Stock exceeding (x) the Maximum Percentage or (y) the Exchange Maximum prior to the Shareholder Approval. The Company shall not issue any fraction of a share of Common Stock upon any Exchange. If the issuance would result in the issuance of a fraction of a share of Common Stock, the Company shall round such fraction of a share of Common Stock up to the nearest whole share. The Company shall pay any and all transfer, stamp, issuance and similar taxes that may be payable with respect to the issuance and delivery of Common Stock upon Exchange of Existing Debt.
Sample 1

Related to Exchange Right and Obligation

  • Continuing Rights and Obligations After the satisfaction and discharge of this Indenture, this Indenture will continue for (i) rights of registration of transfer and exchange, (ii) replacement of mutilated, destroyed, lost or stolen Notes, (iii) the rights of the Noteholders to receive payments of principal of and interest on the Notes, (iv) the obligations of the Indenture Trustee and any Note Paying Agent under Section 3.3, (v) the rights, obligations and immunities of the Indenture Trustee under this Indenture and (vi) the rights of the Secured Parties as beneficiaries of this Indenture in the property deposited with the Indenture Trustee payable to them for a period of two years after the satisfaction and discharge.

  • Absolute Rights and Obligations This is a guaranty of payment and not of collection. The Guarantors’ Obligations under this Guaranty Agreement shall be joint and several, absolute and unconditional irrespective of, and each Guarantor hereby expressly waives, to the extent permitted by law, any defense to its obligations under this Guaranty Agreement and all Security Instruments to which it is a party by reason of:

  • Other Rights and Obligations 1. The Entrustor shall transfer the entrusted funds into its account for entrustment loans on a timely basis. The Lender will not commence disbursement procedures in accordance with the entrustment loan agreement and the loan contract etc. until the entrusted funds of the Entrustor have been deposited into its account for entrustment loans.

  • Party B’s Rights and Obligations 1. Party B’s rights

  • Rights and Obligations Except as expressly set forth in this Agreement, no Member, in its capacity as a Member, will have any right, power or authority to transact any business in the name of the Series, participate in the management of the Series or to act for or on behalf of or to bind the Series. A Member will have no rights other than those specifically provided herein or granted by law. Except as required by the Act, no Member, solely by reason of being a member, shall be liable for the debts, liabilities, obligations or expenses of the Series.

  • Assignment of Rights and Obligations (a) Without Owners’ prior written consent, Managing Agent shall not sell, transfer, assign or otherwise dispose of or mortgage, hypothecate or otherwise encumber or permit or suffer any encumbrance of all or any part of its rights and obligations hereunder, and any transfer, encumbrance or other disposition of an interest herein made or attempted in violation of this paragraph shall be void and ineffective, and shall not be binding upon Owners. Notwithstanding the foregoing, Managing Agent may assign its rights and delegate its obligations under this Agreement to any subsidiary of Parent so long as such subsidiary is then and remains Controlled by Parent.

  • Parties' Rights and Obligations If during the Term there is any Taking of all or any part of the Leased Property or any interest in this Lease by Condemnation, the rights and obligations of the parties shall be determined by this Article XV.

  • THIS SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

  • Transfer of Rights and Obligations 12.1 Lender has the right to transfer all or part of the right in this contract to a third party, the transferring actions do not need to acquire the consent of the borrower. If without the consent of the lender in writing, the borrower cannot transfer any right and obligations in this contract to a third party.

  • Rights and Obligations Survive Exercise of Warrant Unless otherwise provided herein, the rights and obligations of the Company, of the holder of this Warrant and of the holder of the Shares issued upon exercise of this Warrant, shall survive the exercise of this Warrant.

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