Exchange Transactions Clause Samples
The Exchange Transactions clause defines the rules and procedures governing the buying, selling, or swapping of assets, securities, or other items between parties. It typically outlines the conditions under which exchanges can occur, the responsibilities of each party, and any documentation or approvals required to complete a transaction. For example, it may specify how payment and delivery are coordinated or address timing and settlement details. The core function of this clause is to ensure that all exchange transactions are conducted in an orderly, transparent, and enforceable manner, thereby reducing the risk of disputes and misunderstandings between the parties involved.
Exchange Transactions. So long as the Note remains outstanding, neither the Company nor any of its Affiliates or Subsidiaries, nor any of its or their respective officers, employees, directors, agents or other representatives, will, without the prior written consent of the Holder (which consent may be withheld, delayed or conditioned in the Holder’s sole discretion), directly or indirectly: (a) solicit, initiate, encourage or accept any other inquiries, proposals or offers from any Person (other than the Holder) relating to any exchange (i) of any security of the Company or any of its Subsidiaries for any other security of the Company or any of its Subsidiaries; or (ii) of any indebtedness or other securities of, or claim against, the Company or any of its Subsidiaries relying on the exemption provided by Section 3(a)(10) of the Securities Act (any such transaction described in clauses (i) or (ii), an “Exchange Transaction”); (b) enter into, effect, alter, amend, announce or recommend to its shareholders any Exchange Transaction with any Person (other than the Holder); or (c) participate in any discussions, conversations, negotiations or other communications with any Person (other than the Holder) regarding any Exchange Transaction, or furnish to any Person (other than the Holder) any information with respect to any Exchange Transaction, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any Person (other than the Holder) to seek an Exchange Transaction involving the Company or any of its Subsidiaries. In addition, for so long as any of the Warrants remain outstanding, neither the Company nor any of its affiliates or Subsidiaries, nor any of its or their respective officers, employees, directors, agents or other representatives, will, without the prior written consent of the Holder (which consent may be withheld, delayed or conditioned in the Holder’s sole discretion), directly or indirectly, cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any Person (other than the Holder) to effect any acquisition of securities or indebtedness of, or claim against, the Company by such Person from an existing holder of such securities, indebtedness or claim in connection with a proposed exchange of such securities or indebtedness of, or claim against, the Company (whether pursuant to Section 3(a)(9) or 3(a)(10) of the Securities Act or otherwise) (a “Third Party Exchange Transfer”). The C...
Exchange Transactions. During the period commencing on the date hereof and for so long as this Note remains outstanding, neither the Company nor any of its affiliates or Subsidiaries, nor any of its or their respective officers, employees, directors, agents or other representatives, will, without the prior written consent of the Holder (which consent may be withheld, delayed or conditioned in the Holder’s sole discretion), directly or indirectly: (a) solicit, initiate, encourage or accept any other inquiries, proposals or offers from any Person (other than the Holder) relating to any exchange (i) of any security of the Company or any of its Subsidiaries for any other security of the Company or any of its Subsidiaries; or (ii) of any indebtedness or other securities of, or claim against, the Company or any of its Subsidiaries relying on the exemption provided by Section 3(a)(10) of the Securities Act (any such transaction described in clauses (i) or (ii), an “Exchange Transaction”); (b) enter into, effect, alter, amend, announce or recommend to its stockholders any Exchange Transaction with any Person (other than the Holder); or (c) participate in any discussions, conversations, negotiations or other communications with any Person (other than the Holder) regarding any Exchange Transaction, or furnish to any Person (other than the Holder) any information with respect to any Exchange Transaction, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any Person (other than the Holder) to seek an Exchange Transaction involving the Company or any of its Subsidiaries. In addition, for so long as any of the Notes remain outstanding, neither the Company nor any of its affiliates or Subsidiaries, nor any of its or their respective officers, employees, directors, agents or other representatives, will, without the prior written consent of the Holder (which consent may be withheld, delayed or conditioned in the Holder’s sole discretion), directly or indirectly, cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any Person (other than the Holder) to effect any acquisition of securities or indebtedness of, or claim against, the Company by such Person from an existing holder of such securities, indebtedness or claim in connection with a proposed exchange of such securities or indebtedness of, or claim against, the Company (whether pursuant to Section 3(a)(9) or 3(a)(10) of the Securities Act or...
Exchange Transactions. To the extent permitted to do so under the Exchange Agreement, a Limited Partner may exchange all or a portion of the Class A Units owned by such Limited Partner for Common Units.
Exchange Transactions. Nothing in this Section 11.7 shall preclude the settlement of any transaction entered into through the facilities of any national securities exchange or automated inter-dealer quotation system. The fact that the settlement of any transaction occurs shall not negate the effect of any other provision of this Section 11.7 and any transferee in such a transaction shall be subject to all of the provisions and limitations set forth in this Section 11.7.
Exchange Transactions. 10.1. The parties acknowledge that (a) the Series E Preferred Stock investment is being funded as preferred stock initially to provide for a shortfall in debt financing for the Company’s contemplated strategic transactions and (b) the parties may continue to discuss and negotiate terms upon which the preferred stock could be converted to or refinanced with proceeds of indebtedness, or, in the alternative, converted to, or redeemed with the proceeds of, other equity securities. In the event that an Exchange Transaction (as defined below) is negotiated and approved by (i) the Board of Directors of the Company, (ii) an independent committee comprised of disinterested members of the Board of Directors of the Company and (iii) a majority of the holders of the Series E Preferred Stock (an “Approved Transaction”), each Buyer agrees to enter into such Approved Transaction and hereby consents to, waives all rights to object to or dissent from, such Approved Transaction. The Company and the Buyers hereby agree to cooperate fully in any Approved Transaction and not to take any action prejudicial to or inconsistent with such Approved Transaction. Without limiting the generality of the foregoing, each Buyer hereby agrees to (i) exchange or convert such Buyer’s shares of Series E Preferred Stock, or take such other actions in respect of such Buyer’s shares of Series E Preferred Stock, to effectuate the Approved Transaction and (ii) upon request, deliver such Buyer’s shares of Series E Preferred Stock (together with executed instruments of transfer) in escrow to the Company pending the completion of such Approved Transaction. The term “Exchange Transaction” means a transaction pursuant to which the shares of Series E Preferred Stock are converted into or otherwise exchanged for one or more other equity or debt securities of the Company and in which all of the Buyers will receive the same shares or other units of such security or securities on a pro rata basis based upon the number of shares of Series E Preferred Stock held by each Buyer. The consummation of any Exchange transaction shall remain subject to any applicable consent or approval rights of any lender of the Company that may be set forth in the Company’s financing agreements with any such lender.
10.2. Each Buyer hereby appoints the Majority Buyers as Buyer’s true and lawful proxy and attorney in connection with any Approved Transaction, with full power of substitution, to vote or exercise consent rights with re...
Exchange Transactions. Seller may dispose of or Purchaser may acquire the Property through means of a like-kind exchange of real property, whether a simultaneous or deferred “Starker”-type exchange (an “Exchange”), pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations (the “Regulations”) promulgated under it. If either party gives notice to the other party that the notifying party intends to effect an Exchange in conjunction with the conveyance of the Property, the other party shall cooperate with the notifying party for purposes of effecting and structuring such Exchange; provided that, if the notifying party elects to effect a deferred exchange: (a) a qualified intermediary shall be utilized to effect the Exchange, and (b) the transfer requirements of the Code and the Regulations shall be satisfied by the so-called “assignment of rights” method provided for in the Regulations, whereby the notifying party will assign some or all of its rights under this Agreement to the qualified intermediary and retain its obligations under this Agreement. The other party agrees to execute such documents or instruments as are reasonably necessary to implement the Exchange, provided that the other party shall not be required to undertake any obligation or liability to any third party as part of the Exchange and Purchaser shall not be required to take title to property other than the Property. The notifying party shall be solely responsible for assuring that the structure, implementation and completion of the Exchange are effective for the notifying party’s federal, state, local or other tax purposes.
Exchange Transactions. Subject to Section 2.4 below, on each calendar day from and including the date hereof through and including the day prior to the Termination Date, Vitol and Coffeyville shall be deemed to enter into an exchange transaction (each, an “Exchange Transaction”), upon and subject to the following terms and conditions:
Exchange Transactions. By virtue of the fact that the Secured Obligations of the Trustors are obligations mainly denominated in United States Dollars, to the extent it is necessary to pay such amounts denominated in United States Dollars, the amount in pesos received from the sale of the Trust Estate agreed in this Clause Seven shall be converted by the Trustee, to the extent necessary and in accordance with the instructions of the Beneficiary, into United States Dollars, at the most favorable exchange rate provided by Banco Nacional de México, S.A., a member of the Banamex Financial Group, or BBVA Bancomer, S.A., Full-Service Bank, BBVA Financial Group Bancomer, or any of their successors and, in the event that that exchange rate is not provided to the Trustee by any of such institutions or their successors, at the exchange rate provided by the institutions selected by the Beneficiary, and the converted amounts shall be applied by the Trustee, until they are available, to the payment of the Secured Obligations denominated in Dollars and other items described above (in such order).
Exchange Transactions. (a) Pursuant to the terms of this Agreement, the Purchaser hereby assigns and transfers to the Company 2,385,624 shares of Series B Preferred Stock (the “Exchange Preferred Stock”), and in consideration therefor, the Company hereby agrees to issue to Purchaser 4,771,248 shares of Company Common Stock (the “Exchange Common Stock”). The Purchaser and the Company hereby agree that all accrued and unpaid dividends with respect to the Exchange Preferred Stock shall be cancelled. Within two (2) Business Days following the date of this Agreement, the Company shall deliver to the Purchaser an original certificate representing the Exchange Common Stock, and the Purchaser shall deliver to the Company the original certificate representing the Exchange Preferred Stock, together with an assignment separate from certificate relating thereto.
(b) The 2018 Warrant shall be amended and restated pursuant to the terms of the Amended and Restated Warrant in the form attached hereto as Exhibit A.
(c) The Purchaser hereby agrees that the Stock Pledge Agreement is hereby terminated. Within two (2) Business Days following the date of this Agreement, the Purchaser shall deliver to the Founder Stockholders the original executed certificates representing the Company Common Stock previously pledged by the Founder Stockholders to the Purchaser pursuant to the Stock Pledge Agreement.
Exchange Transactions. Following the completion of the Separation as set forth in Section 2.1, on the Distribution Date, the parties hereto shall effect the following transactions, simultaneously and subject to the limitations set forth below, in each case, with such modifications, if any, as Ashford Trust shall determine are necessary or desirable for efficiency or similar purposes: