Exchange Terms. Executive hereby subscribes for the Executive Units and exchanges the Existing Units for the Executive Units on the terms and conditions set forth herein and in the Company’s Amended and Restated Limited Liability Company Agreement dated as of the date hereof (as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms, the “LLC Agreement”), and in that certain Unitholders Agreement, dated as of the date hereof, by and among the Company and the other unitholders of the Company (as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Unitholders Agreement”). Executive hereby agrees, as a condition to the effectiveness of the issuance of the Executive Units hereunder, to deliver counterpart signature pages to, and to be bound by the terms of, the LLC Agreement and the Unitholders Agreement, in each case contemporaneously with the issuance of the Executive Units hereunder. By execution hereof, Executive acknowledges that the Company is relying upon the accuracy and completeness of the representations contained herein in complying with its obligations under applicable securities laws.
Exchange Terms. Recipient, intending to be legally bound, hereby irrevocably subscribes for the New Units and exchanges the Existing Units for the New Units on the terms and conditions set forth herein, in the Company’s Amended and Restated Limited Liability Company Agreement, dated as of the date hereof (as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms, the “LLC Agreement”) and in that certain Unitholders Agreement, dated as of the date hereof, by and among the Company and the other unitholders of the Company listed therein (as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Unitholders Agreement”). Recipient agrees, as a condition to the effectiveness of this Agreement and the issuances hereunder, to deliver counterpart signature pages to, and to be bound by the terms of, the LLC Agreement and the Unitholders Agreement. By execution of this Agreement, Recipient acknowledges that the Company is relying upon the accuracy and completeness of the representations contained herein in complying with its obligations under applicable securities laws.
Exchange Terms. In return for the AEGA Shares in the common shares held, in combination with such Debt Forgiveness as set forth herein, the AEGA Holders shall receive, post-reverse division, an amount of shares to be equal to four and nine tenths percent (4.9%) of the outstanding shares of Aegea ("Exchanged Shares") when the change in control occurs, and after such reverse division occurs. Such 4.9% shall be calculated, post reverse division based upon the shares outstanding within ten days after such reverse division and change in control occurs. Such AEGA S shall be cancelled in such exchange and returned to treasury. Such Exchange Shares when issued shall be non-dillutable, meaning that such holdings shall exist as a matter of right for a period of twelve months from the date of issuance, in such percentage. "In order to affect such non-dilutable amount of holdings, the Corporation agrees to issue additional shares to keep such percentage of holdings from being diluted. Such additional shares shall be issued with ten (10) days of the end of each fiscal quarter following a new issuance, for the period of the one year. By way of example, if after the reverse division there exists due to new issuance by the Corporation in the amount of 30,000,000 shares, then the AEGA Holders shall receive an initial 4.9% of such shares, which shall equal 1,470,000 shares. If after the first quarter after such reverse and initial issuance, there were to be issued an additional 5,000,000 shares for a total outstanding of 35,000,000 shares, then within 10 days of the end of such quarter there would be an additional issuance to the AEGA Holders of 4.9% of the additional 5,000,000 shares, for an additional 245,000 shares issues, pro-rata to such holders as issued before. Such additional shares may be distributed at the direction of the AEGA Holders into such names as they would direct.
Exchange Terms. (a) The City covenants and agrees as follows:
(i) On or before Closing, the City will convey the 00xx Xxxxxx Property to the Developer by Quit Claim Deed in the form attached hereto as Exhibit F. UP Crossing Agreement
(ii) Between the date of this Agreement and the Closing, the City shall not dedicate, gift, transfer, mortgage or convey any interest in the 00xx Xxxxxx Property.
(iii) Immediately upon the execution hereof, the City shall use all reasonable efforts to issue before Closing the permits and other governmental approvals necessary for (a) the improvement of the UP Crossing Property, including the 00xx Xxxxxx Property, and (b) the performance of the Sidewalk Work (“Permits”).
(b) The Developer covenants and agrees as follows:
(i) On or before July 1, 2013, Developer will commence construction of the Sidewalk Work, and the Sidewalk Work, subject to delay for uncontrollable circumstances, will be substantially complete by September 30, 2013.
(ii) Upon substantial completion of Sidewalk Work, the Developer shall execute and record the conveyance of the Dedication Properties to the City in the form attached hereto as Exhibit G.
(iii) Real estate taxes on the 00xx Xxxxxx Property after the date of Closing shall be paid by Developer.
(iv) Between the date of this Agreement and until such time as Developer has dedicated the Dedication Properties to the City, the Developer shall not dedicate, gift, transfer, mortgage or convey any interest in the Dedication Properties.
Exchange Terms. On the date hereof (the “Closing Date”), the Holder shall, and the Company shall, pursuant to Section 4(2) of the 1933 Act, exchange the Consideration for the Securities. The closing (the “Closing”) of the exchange shall occur at the offices of the Company located at 000X Xxxxx Xxxxx, Boston, Massachusetts, 02110.
Exchange Terms. None of the terms offered to any other holder of the Investor Warrants relating to the exchange, amendment or early exercise thereof (any such event being a “Warrant Exchange”) are more favorable to such person than those provided to the Investor pursuant to the terms of this Agreement.” Further, the Company will not execute a warrant exchange for 90 days on different terms.
Exchange Terms. The Initial Note is currently in default pursuant to its terms. Noctua hereby agrees to release the Company from all claims related to such default in payment and cancel the Initial Note. Following the execution of this Agreement, the Company shall issue Noctua two new promissory notes in the total amount of $56,333 (the “Settlement Notes,” represented by promissory notes series 08152009-A1 and 08152009-A2, copies of which have been attached hereto as Exhibit B and Exhibit C) which shall represent, acknowledge and memorialize the remaining balance due under the Initial Note and the New Loan defined below. Further, the Company agrees to indemnify Noctua and hold it individually and collectively harmless against any losses, claims, damages or liabilities incurred by Noctua, in connection with, or relating in any manner, directly or indirectly, to the Initial Note or the Settlement Notes. Additionally, the Company agrees to immediately reimburse Noctua individually and collectively for any and all expenses, including, without limitation, attorney fees, incurred by Noctua in connection with investigating, preparing to defend or defending, or otherwise being involved in, any lawsuits, claims or other proceedings arising out of or in connection with or relating in any manner, directly or indirectly, to Noctua’s business relationships with the Company, including, but not limited to the Initial Note or the Settlement Notes (as defendant, nonparty, or in any other capacity other than as a plaintiff, including, without limitation, as a party in an interpleader action). The Company further agrees that the indemnification and reimbursement commitments set forth in this paragraph shall extend to any controlling person, strategic alliance, partner, member, shareholder, director, officer, employee, agent or subcontractor of Noctua and their heirs, legal representatives, successors and assigns. The provisions set forth in this Section shall survive any termination of this Agreement.
Exchange Terms. The Employee hereby agrees that, as of the Effective Time, without any further action on the part of the Employee, Consulting, Inc. or LLC, each Issued Membership Unit held by the Employee immediately prior to the Effective Time shall be exchanged for one share of Consulting Common Stock. Upon such Exchange, the Employee shall cease to have any rights with respect to the Issued Membership Units, except the right to receive shares of Consulting Common Stock.
Exchange Terms. In return for their shares of Aegea, Inc. in the common shares held, in combination with such debt forgiveness as set forth herein, the AEGA Holders shall receive, post-reverse division, an amount of shares to be equal to four and nine tenths percent (4.9%) of the outstanding shares of Aegea when the change in control occurs, and after such reverse division occurs. Such 4.9% shall be calculated, post reverse division based upon the shares outstanding within ten days after such reverse division and change in control occurs. Such shares as held by the AEGA Holders which are surrendered in return for the new exchange shares to be issued, shall be cancelled in such exchange and returned to treasury. Such exchange shares when issued shall be non-dillutable, meaning that such holdings shall exist as a matter of right for a period of twelve months from the date of issuance, in such percentage. In order to effect such non-dillutable amount of holdings, such additional shares to keep such percentage of holdings shall be issued the first of each 90 days following such initial issuance, for the period of the one year. Such shares shall be held by the AEGA Holders under terms of limitation of sale, cumulatively, as a class so that such AEGA Holders may sell only 1% of the outstanding shares per month.
Exchange Terms. Subject to satisfaction of the Closing Conditions (set forth below), the equity and certain debt holders and trade payable accounts of Napo immediately prior to the Closing will in the aggregate in exchange for such equity and settlement of such liabilities receive voting Common Stock and convertible non-voting Common Stock of Jaguar, that, when taken together with approximately 4,011,000 shares of Jaguar Common Stock to be issued to a 3rd party investor in exchange for $3,000,000 of cash invested in Jaguar and loaned to Napo immediately prior to the Merger, will be equal to approximately 75% of the outstanding equity of Jaguar (collectively, the “Transaction Consideration”) on a fully diluted basis immediately after the Merger (excluding from such calculation approximately 354,000 shares issuable under existing convertible securities of Jaguar with an exercise or conversion price of $5.00 or more per share), (“Fully Diluted”). Upon consummation of the Merger, the existing stockholders of Napo will receive contingent rights to receive voting Common Stock of Jaguar, which calculated as of consummation of the Merger (and subject to subsequent dilution like all Jaguar Common Stock) will entitle such stockholders to receive no more than approximately 20.5% of Jaguar Fully Diluted (which 20.5% for clarity purposes only comprises a portion of the Transaction Consideration, not in addition to). Any such shares, if any, will be issued on, or before, April, 1, 2020, depending upon the amount of proceeds received from sales of a portion of the Transaction Consideration received by Napo’s largest secured creditor during this time period. Certain holders of Restricted Stock Units of Napo (certain past and present executive officers and Directors of Napo) will provide customary indemnification of Jaguar for Napo’s breaches of its representations and warranties, with recourse solely to cancellation of their RSUs of no more than approximately $4.25 Million based upon a contractual valuation for each RSU of $0.935. Jaguar will file an S-4 registration statement with respect to the Common Stock underlying the contingent rights received by existing stockholders of Napo. All other securities issued as Transaction Consideration will be subject to restrictions prescribed by applicable law (i.e., unregistered at the time of the Merger, subject to any registration rights offered or assumed by Jaguar). The Parties agree that they will use commercially reasonable efforts to struct...
