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:
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. If this Clause 9.6 applies, the Award will not Vest but will be exchanged in consideration of the grant of a new award which, in the opinion of the Committee, is equivalent to the Award, but relates to shares in a different company (whether the acquiring company or a different company).
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 aggregate exchange shares (Exchange Shares) for the shares shall be as follows: Three Hundred Thousand Shares (300,000) shares of the stock of PTE. The above stock shall be paid at closing to the individual Flowers in restricted stock, which PTE asserts to file with the SEC to have said stock unrestricted with all deliberate speed. The PTE stock will be parcelled out to Flowers as follows: Lxxxxxx X. Xxxxxxx, Xx. 150,660 shares of PTE Lxxxxxx X. Xxxxxxx, Xx. 149,340 shares of PTE The parties agree that if the per share stock price of the Company, as of the last ten trading days prior to December 31, 1996 (the average closing stock price), shall not average at least $3.50 per share, then Flowers shall be given the number of shares of PTE's stock which would make up the difference between the average closing stock price and $3.50.
Exchange Terms. Subject to the terms and conditions hereof the Company and each Holder, severally and not jointly, agree as follows:
Exchange Terms. Following the purchase by [Designated Bidder] ( the “Purchaser”) from the U.S. Department of the Treasury of [ ] of the outstanding shares of the Fixed Rate Cumulative Perpetual Preferred Stock, Series A, including the right to receive all accrued and unpaid dividends thereon (the “Securities”), of Pxxxxx Bancorp, Inc. (the “Company”), the Company will have the right to exchange the Securities on the following terms:
