Issuance of Exchange Notes. The issuance of the Exchange Notes has been duly authorized and upon issuance in accordance with the terms of the Exchange Documents shall be validly issued, fully paid and non-assessable and free from all Liens.
Issuance of Exchange Notes. Subject to the terms and conditions of this Agreement, the Company shall issue Notes (each, an "Exchange Note") to the holders of the outstanding Series A Preferred Stock in exchange for the surrender by each such holder of all of the shares of Series A Preferred Stock held by such holder. The Exchange Notes shall be issued in an aggregate principal amount equal to the sum of (a) $3,000,000, which is the aggregate Liquidation Value (as defined in the Certificate of Designations for the Series A Preferred Stock) of the outstanding shares of Series A Preferred Stock, plus (b) an amount equal to the accrued but unpaid dividends on the outstanding Series A Preferred Stock equal to $225,000 through the date hereof. The Exchange Notes shall be issued to each holder of the Series A Preferred Stock in direct proportion to the percentage of all outstanding shares of Series A Preferred Stock held by such holder. The Company shall issue each such Exchange Note to a holder of Series A Preferred Stock only upon the surrender to the Company for cancellation of the certificates evidencing the Series A Preferred Stock held by such holder. Upon the issuance of an exchange note in exchange for the Series A Preferred Stock, all dividends and warrants issuable pursuant to the terms of the Series A Preferred Stock shall thereupon cease to accrue. The Company's failure to issue an Exchange Note because of the failure of a holder of Series A Preferred Stock to surrender the certificate evidencing such Series A Preferred Stock shall not constitute a default by the Company hereunder.
Issuance of Exchange Notes. As soon as practicable after the Closing Date, the Company shall issue the Exchange Notes against delivery for cancellation of the certificates evidencing the Series A Preferred Stock. The Lender shall cooperate with the Company in effecting the exchange, including interacting with the other holders of the Series A Preferred Stock.
Issuance of Exchange Notes. This Second Supplemental Indenture hereby provides for and confirms the issuance of $350,000,000 of Exchange Notes pursuant to the Indenture, to be "Exchange Notes" for all purposes of the Indenture from their date of issuance.
Issuance of Exchange Notes. Upon the consummation of the Exchange Offer with respect to the additional Series A Notes, the Additional Exchange Notes shall be issued pursuant to Section 2.06(f) of the Indenture solely in exchange for Additional Series A Notes, which shall be cancelled upon delivery of the Additional Exchange Notes to the Holders of the Additional Series A Notes.
Issuance of Exchange Notes. Upon the following terms and conditions, the Company shall issue to the Holder, and the Holder shall acquire from the Company, the Exchange Note dated and issued as of September 10, 2010 in the aggregate original principal amount equal to $167,339 in exchange for the surrender and cancellation of the Notes. The Company hereby agrees to issue Holder an Exchange Note, with a principal amount equal to the principal amount of such Holder’s current Note(s) purchased from the Sellers pursuant to the Securities Purchase Agreement, plus any accrued but unpaid interest on and through August 31, 2010. The Exchange Note is being issued in substitution for and not in satisfaction of the Notes, provided, however, the Holder acknowledges and agrees that upon the issuance and acceptance of the original Exchange Notes issued pursuant to this Section, the original Notes will be deemed cancelled and will be promptly surrendered to the Company.
Issuance of Exchange Notes. This First Supplemental Indenture hereby provides for and confirms the issuance of $450,000,000 of Exchange Notes pursuant to the Indenture, to be "Exchange Notes" for all purposes of the Indenture from their date of issuance.
Issuance of Exchange Notes. The Company may, subject to Section 2.06 of this Indenture, issue Exchange Notes under this Indenture in exchange for the Notes pursuant to the Registration Rights Agreement and this Indenture.
Issuance of Exchange Notes. The issuance of the Exchange Notes is duly authorized and, upon issuance in accordance with the terms hereof, the Exchange Notes shall be validly issued, fully paid and non-assessable. The shares of Common Stock issued upon conversion or exercise of the Exchange Notes (the “Underlying Shares”), when issued and delivered in accordance with the terms of the Exchange Notes, will be duly and validly issued, fully paid and non-assessable, free and clear of all Liens (as defined below) imposed by the Company, other than restrictions on transfer under applicable state and federal securities laws. The shares of common stock of the Company (the “Common Stock”) issued upon exercise of the Exchange Notes, when issued and delivered in accordance with the terms of the Exchange Notes for the consideration expressed therein, will be duly and validly issued, fully paid and non-assessable, free and clear of all Liens imposed by the Company, other than restrictions on transfer under applicable state and federal securities laws. Upon issuance in accordance herewith, the issuance by the Company of the Exchange Notes is exempt from the registration requirements of the Securities Act under Section 4(a)(2) of the Securities Act and all of the shares of Common Stock issuable upon conversion of the Exchange Notes and upon exercise of the Exchange Notes will be freely transferable and freely tradable by each Holder without restriction pursuant to Rule 144 of the Securities Act, assuming the Holder is not an Affiliate and the holding period requirements of Rule 144 have been met. The shares of Common Stock issuable upon conversion or exercise, as applicable, of the Exchange Notes shall not bear any restrictive or other legends or notations. The Company has reserved from its duly authorized capital stock a number of shares of Common Stock for issuance of the shares underlying the Exchange Notes at least equal to 100% of the Required Minimum on the date hereof. “Required Minimum” means, as of any date, at least million (2,000,000) shares of Common Stock; provided, however, after a reverse split by the Company to be effected on or around March 31, 2017, such amount shall be equal to fifty million (50,000,000) shares of Common Stock.
Issuance of Exchange Notes. At the Exchange Closing, the Company shall issue the Exchange Notes on the books and records of the Company.
