Exchanged Securities Sample Clauses

Exchanged Securities. The Stockholder owns, and on the Closing Date the Stockholder will own, of record and beneficially all of the Exchanged Securities set forth opposite such Stockholder’s name on Schedule I, free and clear of any preemptive rights and any charge, pledge, option, mortgage, deed of trust, hypothecation, security interest, royalty or similar right, warrant, purchase right, lease, license or other encumbrance (other than restrictions pursuant to applicable law and restrictions upon subsequent transfers of the Exchanged Securities as provided in the Series D Certificate of Designation, the Series D Registration Rights Agreement (as defined herein), or the Series D Purchase Agreement (as defined herein)) (collectively, “Liens”). Upon consummation of the transactions contemplated by this Agreement, the Company will obtain good and valid title to the Exchanged Securities and the Exchanged Securities shall be free and clear of any Liens (other than any Liens imposed upon the Exchanged Securities by the Company). The Exchanged Securities set forth opposite such Stockholder’s name on Schedule I constitute all of the outstanding shares of Series D Preferred Stock and all of the Warrants issued by the Company owned of record or beneficially by such Stockholder.
Sample 1Sample 2
AutoNDA by SimpleDocs
Exchanged Securities. At the Closing (as defined herein), the Holder shall exchange and deliver to the Company the following Existing Securities, and in exchange therefor the Company shall issue to the Holder the number of shares of Common Stock described below: Principal Amount of Existing Securities to be Exchanged in the Exchange: [ ] (the “Exchanged Securities”). Number of shares of Common Stock to be Issued in Satisfaction of the Exchanged Securities and accrued but unpaid interest on the Exchanged Securities to but excluding the Settlement Date (as defined herein): [ ] (the “Shares”), calculated as set forth on Exhibit A hereto.
Sample 1Sample 2
Exchanged Securities. The Majority UGE Shareholders each have good and marketable title to the Exchanged UGE Shares held by them respectively, free of all mortgages, charges, liens, pledges, claims, security interests and agreements and other encumbrances of whatsoever nature and no person or entity has any agreement or option or right capable of becoming an agreement or option for the purchase or transfer from the Majority UGE Shareholders of any of such Exchanged UGE Shares except as provided for herein, and the Majority UGE Shareholders each have good right, full power and absolute authority to transfer all right, title and interest in their respective Exchanged UGE Shares to Way for the purpose and in the manner as provided for in this Agreement and the Exchanged UGE Shares constitute all of the UGE Shares owned or controlled, directly or indirectly, by each of the Majority UGE Shareholders. The Exchanged UGE Shares held by the Majority UGE Shareholders are not subject to any shareholder, pooling, escrow or similar agreements.
Sample 1
Exchanged Securities. All securities of the Company that Exchangor is to deliver to the Company pursuant to this Agreement are free and clear of all liens, assessments, charges, claims, pledges, security interests and other encumbrances, and Exchangor has good and marketable title to, and is the record and beneficial owner of, such securities. Exchangor is not a party to any voting agreement, voting trust, stock transfer restriction agreement or other similar agreement with respect to such securities.
Sample 1
Exchanged Securities. At the Closing (as defined herein), the Holders shall exchange and deliver to the Company the following Existing Securities, and in exchange therefor the Company shall issue to the Holders the number of shares of Common Stock and Preferred Stock described below: Principal Amount of Existing Securities to be Exchanged in the Common Exchange: [ ] (the “Common Exchange Exchanged Securities”). DP= [ ] DSSF= [ ] DPDI= [ ] DPDF= [ ] Accrued but Unpaid Interest on the Existing Securities to be Included in the Common Exchange [ ] DP= [ ] DSSF= [ ] DPDI= [ ] DPDF= [ ] Number of shares of Common Stock to be Issued in Satisfaction of the Common Exchange Exchanged Securities and accrued but unpaid interest on the Common Exchange Exchanged Securities to but excluding the Settlement Date (as defined herein): [ ] (the “Common Shares Consideration”), calculated as set forth on Exhibit B hereto. DP= [ ] DSSF= [ ] DPDI= [ ] DPDF= [ ] Principal Amount of Existing Securities to be Exchanged in the Preferred Exchange: $8,000,000 (the “Preferred Exchange Exchanged Securities,” and together with the Common Exchange Exchanged Securities, the “Exchanged Securities”). DP= [ ] DSSF= [ ] DPDI= [ ] DPDF= [ ] Accrued but Unpaid Interest on the Existing Securities to be Included in the Preferred Exchange $100,000 DP= [ ] DSSF= [ ] DPDI= [ ] DPDF= [ ] Number of Preferred Shares to be Issued in Satisfaction of the Preferred Exchange Exchanged Securities and accrued but unpaid interest on Preferred Exchange Exchanged Securities to but excluding the Settlement Date (as defined herein): 81,000 (the “Preferred Shares Consideration” and together with the Common Shares Consideration, the “Shares”), calculated as set forth on Exhibit B hereto. DP= [ ] DSSF= [ ] DPDI= [ ] DPDF= [ ]
Sample 1
Exchanged Securities. Upon consummation of the transactions contemplated hereunder, the Panthers Warrants will be validly issued. Upon exercise of any Exchange Rights under the Exchange Agreement for Panthers Shares, and the issuance and delivery of certificates representing the Panthers Shares to the holders of the Exchange Rights, the Panthers Shares will be validly issued, fully paid and non-assessable shares of Panthers Common Stock. Upon exercise of the Panthers Warrants, and payment of the exercise price with respect thereto, the shares of Panthers Common Stock issued thereunder will be validly issued, fully paid and non-assessable. 2.5
Sample 1
Exchanged Securities. The Purchaser owns the Exchanged Securities free and clear of any security interest, mortgage, pledge, lien, encumbrance, or claim, except for such security interests, mortgages, pledges, liens, encumbrances and claims.
Sample 1
AutoNDA by SimpleDocs
Exchanged Securities. Pursuant to Section 906 of the Indenture, all Notes authenticated and delivered after the date hereof in exchange for or in lieu of any Notes theretofore issued shall have imprinted or stamped thereon a legend in substantially the following form: "The Indenture has been amended pursuant to a Supplemental Indenture dated as of December 19, 1996, copies of which are available from the Company or the Trustee."
Sample 1

Related to Exchanged Securities

  • Pledged Securities (a) If such Grantor shall become entitled to receive or shall receive any stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Administrative Agent and the Lenders, hold the same in trust for the Administrative Agent and the Lenders and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Grantor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations. Any sums paid upon or in respect of the Pledged Securities upon the liquidation or dissolution of any Issuer shall be paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Securities or any property shall be distributed upon or with respect to the Pledged Securities pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Securities shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Lenders, segregated from other funds of such Grantor, as additional collateral security for the Obligations.

  • Exchange Shares The Exchange Shares have been duly and validly authorized by all necessary action, and, when issued and delivered pursuant to this Agreement, such Exchange Shares will be duly and validly issued and fully paid and nonassessable, will not be issued in violation of any preemptive rights, and will not subject the holder thereof to personal liability.

  • Issued Securities All issued and outstanding shares of Common Stock, Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all Federal and state securities laws. In addition:

  • Legended Securities Each certificate for a Note will bear the legend contained in “Notice to Investors” in the Preliminary Offering Memorandum for the time period and upon the other terms stated in the Preliminary Offering Memorandum.

  • Uncertificated Securities The Collateral Interest shall be delivered in uncertificated form.

  • LOANED SECURITIES Income due to each Portfolio on securities or other financial assets loaned shall be the responsibility of the applicable Fund. The Custodian will have no duty or responsibility in connection with loaned securities or other financial assets, other than to provide the Fund with such information or data as may be necessary to assist the Fund in arranging for the timely delivery to the Custodian of the income to which the Portfolio is entitled.

  • Conversion Shares The Company has authorized and has reserved and covenants to continue to reserve, free of preemptive rights and other similar contractual rights of stockholders, a number of shares of Common Stock equal to one hundred fifty percent (150%) of the number of shares of Common Stock as shall from time to time be sufficient to effect the conversion of all of the Preferred Shares and exercise of the Warrants then outstanding. Any shares of Common Stock issuable upon conversion of the Preferred Shares and exercise of the Warrants (and such shares when issued) are herein referred to as the “Conversion Shares” and the “Warrant Shares”, respectively. The Preferred Shares, the Conversion Shares and the Warrant Shares are sometimes collectively referred to as the “Shares”.

  • Preferred Shares The Preferred Shares have been duly and validly authorized, and, when issued and delivered pursuant to this Agreement, such Preferred Shares will be duly and validly issued and fully paid and non-assessable, will not be issued in violation of any preemptive rights, and will rank pari passu with or senior to all other series or classes of Preferred Stock, whether or not issued or outstanding, with respect to the payment of dividends and the distribution of assets in the event of any dissolution, liquidation or winding up of the Company.

  • Book-Entry Preferred Securities (a) A Global Preferred Security may be exchanged, in whole or in part, for Definitive Preferred Securities Certificates registered in the names of the Owners only if such exchange complies with Section 5.7 and (i) the Depositary advises the Administrative Trustees and the Property Trustee in writing that the Depositary is no longer willing or able properly to discharge its responsibilities with respect to the Global Preferred Security, and no qualified successor is appointed by the Administrative Trustees within ninety (90) days of receipt of such notice, (ii) the Depositary ceases to be a clearing agency registered under the Exchange Act and the Administrative Trustees fail to appoint a qualified successor within ninety (90) days of obtaining knowledge of such event, (iii) the Administrative Trustees at their option advise the Property Trustee in writing that the Trust elects to terminate the book-entry system through the Depositary or (iv) a Note Event of Default has occurred and is continuing. Upon the occurrence of any event specified in clause (i), (ii), (iii) or (iv) above, the Administrative Trustees shall notify the Depositary and instruct the Depositary to notify all Owners of Book-Entry Preferred Securities, the Delaware Trustee and the Property Trustee of the occurrence of such event and of the availability of the Definitive Preferred Securities Certificates to Owners of the Preferred Securities requesting the same. Upon the issuance of Definitive Preferred Securities Certificates, the Trustees shall recognize the Holders of the Definitive Preferred Securities Certificates as Holders. Notwithstanding the foregoing, if an Owner of a beneficial interest in a Global Preferred Security wishes at any time to transfer an interest in such Global Preferred Security to a Person other than a QIB, such transfer shall be effected, subject to the Applicable Depositary Procedures, in accordance with the provisions of this Section 5.6 and Section 5.7, and the transferee shall receive a Definitive Preferred Securities Certificate in connection with such transfer. A holder of a Definitive Preferred Securities Certificate that is a QIB may, upon request, and in accordance with the provisions of this Section 5.6 and Section 5.7, exchange such Definitive Preferred Securities Certificate for a beneficial interest in a Global Preferred Security.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!