Exchange Transaction. In the event that Seller elects to consummate the transaction contemplated herein by virtue of an exchange transaction under Section 1031 of the Code, Buyer shall cooperate with Seller in so effecting Seller's consummation of such transaction subject to the following conditions:
(i) Except as provided in Section 8(b) above, the period for the Closing shall not be extended by such exchange transaction;
(ii) Buyer shall not take title to any property as part of any such exchange transaction;
(iii) Buyer shall not be required to advance any funds whatsoever or incur any obligation or liability whatsoever in connection with any such exchange transaction;
Exchange Transaction. Parent and the Stockholder shall consummate the Exchange Transaction on the seventh (7th) Business Day (as defined in the Exchange Agreement) following the date hereof or as promptly as practicable thereafter.
Exchange Transaction. Upon the occurrence of the Qualified Dispositions (or, if the exchange occurs after a Qualified Public Offering, promptly following the determination of Exchange Percentage), the Company shall issue to Telematica a number of shares of Common Stock that correspond (taking into account such issuance) to the Exchange Percentage. The issue shall be without warranty except for customary warranties as to authorization and title.
Exchange Transaction. (a) At the Exchange Closing (as hereinafter defined), RSI shall issue the RSI Shares (as hereinafter defined) to the Employee in exchange (the "Exchange Transaction") for the Exchange Securities (as hereinafter defined). For purposes of this Agreement, the term "Exchange Securities" means that number (which if not a whole number shall be rounded up to the nearest whole number) of Option Shares (as hereinafter defined) equal to the product obtained by multiplying (i) the number of shares of the Employee Securities by (ii) thirty percent (30%); provided, however, that in the event the number of Option Shares is insufficient to constitute all of the Exchange Securities, the balance (but only the balance) of the Exchange Securities shall be comprised of Outstanding Shares. For purposes of this Agreement, the term "Option Shares" means shares of Common Stock issued as a result of the exercise, at or prior to the effective time of the Exchange Closing, of Options included within the Employee Securities. For purposes of this Agreement, the term "RSI Shares" means that number (which if not a whole number shall be rounded up to the nearest whole number) of shares of RSI's common stock, $0.01 par value per share ("RSI Common Stock"), equal to the quotient obtained by dividing (i) the Exchange Amount (as hereinafter defined) by (ii) $19.00. For purposes of this Agreement, the term "Exchange Amount" means thirty percent (30%) of the sum of the (i) product obtained by multiplying (A) $8.00 by (B) the number of Outstanding Shares and Option Shares and (ii) difference between the (A) product obtained by multiplying (1) $8.00 by (2) the number of Warrant Shares and shares of Common Stock issuable under Options included within the Employee Securities, if any, which have not been exercised at or prior to the effective time of the Exchange Closing and (B) aggregate exercise price of the Warrants included within the Employee Securities and Options, if any, included within the Employee Securities which have not been exercised at or prior to the effective time of the Exchange Closing. The Employee hereby acknowledges that in order to receive the RSI Shares at the Exchange Closing, he must first take all necessary action (including, without limitation, delivery of the exercise price therefor and all required exercise documentation to VANTAS) to exercise all or a portion of his Options included within the Employee Securities at or prior to the effective time of the Exchange Closi...
Exchange Transaction. At the closing ("CLOSING"), each Stockholder shall transfer, assign, grant, convey, and set over to Acquisition Co., and its successors and assigns forever, and Acquisition Co. shall accept and receive from each such Stockholder, free and clear of any and all encumbrances, all of such Stockholder's right, title, and interest in, to, and under voting shares of QV ("QV VOTING STOCK") as follows: ------------------------------------------------------------------------------ Stockholder QV Voting Stock ------------------------------------------------------------------------------ Sundog Technologies, Inc. 550,000 shares of Series A Preferred Stock RockMountain Ventures Fund, LP 107,000 shares of Series B Preferred Stock ------------------------------------------------------------------------------
Exchange Transaction. (a) In order to effect the complete cancellation of $32,162,356.81 in obligations due and owing under the Tranche A-1 Term Loan, effective upon the Closing (as defined herein), the parties hereto agree as follows: (i) the Purchaser hereby agrees that all of the liabilities, obligations and indebtedness owing by the Company to such Purchaser under the Credit Agreement and other Loan Documents (as defined in the Credit Agreement) in the amount totaling $32,162,356.81 in principal (inclusive of paid-in-kind interest), plus any accrued cash interest thereon, are hereby deemed satisfied in full, and irrevocably discharged, terminated, released, and of no further force or effect (the “Cancelled Debt”); and (ii) in exchange for such cancellation, the Company hereby authorizes and agrees to, and hereby does, issue and sell an aggregate of 107,207,856 shares of its Common Stock, at a per share price equal to $0.30 per share (the “Exchange Shares”), to the Purchaser, and has paid to the Agent (as defined in the Credit Agreement) all unpaid but accrued cash interest on the Cancelled Debt pursuant to the Credit Agreement (collectively, the “Exchange Transaction”).
(b) The closing of the Exchange Transaction (the “Closing”) shall take place at 10:00 a.m. (Eastern Time) on the date hereof at the offices of King & Spalding LLP, 1000 0xx Xxx, Xxx Xxxx, Xxx Xxxx 00000, or such other place, time, and date as shall be agreed between the Company and the Purchaser (the date on which the Closing occurs, the “Closing Date”).
(c) At the Closing (i) the Purchaser shall deliver to the Company or to any other person, as applicable, such documentation as is necessary under the Credit Agreement to exchange and cancel the Cancelled Debt, and (ii) the Company shall deliver to the Purchaser the Exchange Shares in book-entry form, free and clear of all liens, other than liens arising by reason of the transactions contemplated by this Agreement and applicable federal or state laws, to the account of the Purchaser with the Company’s transfer agent, which Exchange Shares shall be legended to reflect the fact that the shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and may not be resold without registration under the Securities Act or pursuant to an exemption from the registration requirements thereof.
Exchange Transaction. Subject to the terms and conditions of this Agreement, and provided that the obligations of the Committed Holders under this Agreement have not been terminated in accordance with Paragraph 11, at the closing of the Exchange Transaction (the “Closing”), each Committed Holder hereby agrees to exchange (or cause to be exchanged) all Existing Notes then specified on Schedule 1 across from such Committed Holder’s name together with all Existing Notes hereafter acquired by such Committed Holder (the “Committed Notes”), pursuant to and in accordance with the terms of an Exchange Transaction agreement (the “Exchange Transaction Agreement”), which Exchange Transaction Agreement shall have terms to be mutually agreed among the Companies and the Controlling Bondholders and otherwise not inconsistent with the terms and conditions set forth in the Summary of Terms attached hereto as Annex A. Each Committed Holder will, in connection with the execution and delivery of the Exchange Transaction Agreement, execute a customary letter of transmittal and consent and provide customary instructions through the Depository Trust Company to give effect to the Exchange Transaction and provide the consent to the Proposed Amendments with respect to the Committed Notes, in each case, to be on the terms to be mutually agreed among the Companies and the Controlling Bondholders and otherwise not inconsistent with the Summary of Terms attached hereto as Annex A. If (i) the Company and the Controlling Bondholders determine not to pursue the Exchange Transaction and, instead, the Company commences the Exchange Offer, or (ii) the Company commences the Exchange Offer and has not consummated the Exchange Transaction prior to the expiration of the Exchange Offer, then, subject to the terms and conditions of this Agreement, and provided that the obligations of the Committed Holders under this Agreement have not been terminated in accordance with Paragraph 11, each Committed Holder hereby agrees to tender (or cause to be tendered) all Committed Notes pursuant to and in accordance with the Exchange Offer (promptly following the commencement of such Exchange Offer in the case of clause (i) above and prior to the expiration of the Exchange Offer in the case of clause (ii) above) and take such other reasonable and customary actions as may be necessary to effect the exchange of such Committed Notes in the Exchange Offer so long as not inconsistent with the terms of this Agreement. So long as this Agre...
Exchange Transaction. Both Parties shall maintain records of all transactions. The receiving Party shall pay by transferring to the supplying Party logistic support, supplies and services that are agreed between the Parties to be of equal monetary value to the logistic support, supplies and services delivered or performed by the supplying Party. If the receiving party does not complete the exchange within the terms of a replacement schedule agreed to or in effect at the time of the original transaction, within time frames which may not exceed one (1) year from the date of the original transaction, the transaction shall be deemed reimbursable and governed by paragraph 1a above, except that the price shall be established using actual or estimated prices in effect on the date payment would otherwise have been due.
Exchange Transaction. Buyer agrees upon the request of Seller to cooperate with Seller in closing all or part of this transaction as an exchange pursuant to Internal Revenue Code Section 1031, provided that:
(a) Buyer shall incur no additional expense or liability in connection therewith and shall not be required to make any representations or warranties, incur any personal liabilities or hold title to any property other than the Property;
(b) Seller shall indemnify, protect, defend and hold Buyer harmless from any claims, liabilities, demands, causes of action, judgments, expenses, costs and attorneys’ fees in connection with such exchange or which result from Buyer’s compliance with this paragraph, which obligation shall survive the Closing or termination of this Agreement; and
(c) The Closing is not extended or delayed by the exchange and the completion of the exchange is not a condition to Seller’s obligation to close the Escrow.
Exchange Transaction. “Exchange Transaction” means an exchange of Units for shares of Common Stock pursuant to, and in accordance with, the Exchange Agreement (or such other exchange agreement) or, if GPC Inc. and the exchanging Limited Partner shall mutually agree, a Transfer of Units to GPC Inc., the Partnership or any of their subsidiaries for other consideration.
