Noteholder Exchange Sample Clauses

Noteholder Exchange. Promptly following the completion of Company Delivery (as defined below), the Noteholder shall surrender, transfer and deliver to the Existing Trustee for cancellation the Noteholder’s Notes in accordance with the terms of the Existing Indenture through the 1 Such 12,071,203 number of shares reflects 11% of Common Stock on a fully diluted basis, after giving effect to the issuance of the Warrants and any other derivative instruments or other rights to acquire Common Stock, assuming full physical settlement and without regards to any restrictions or limitations on exercise or conversion or as to whether such rights or derivatives are in-the-money (but including only 1,000,000 of the existing out-of-the-money employee stock options and excluding shares underlying the Existing Other Notes and New Secured Notes) based on the capitalization table provided by the Company. Such amount shall be increased by 11% of any Common Stock or Common Stock equivalents issued or granted between the date hereof and the Initial Closing, on a fully diluted basis inclusive of the issuance of such additional warrants, based on the capitalization table provided by the Company on the Initial Closing. one-sided Deposit/Withdrawal at Custodian procedures of DTC (and the Company shall promptly effect such cancellation), together with all right, title and interest to the Noteholder’s Notes (the “Noteholder Delivery”) from the DTC Participant(s) specified in the Exchanging Noteholder Instructions attached as Exhibit C hereto (the “Exchanging Noteholder Instructions”). Such transfer of the Noteholder’s Notes shall be made solely in exchange for the following:
Sample 1
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Noteholder Exchange. Promptly following the completion of Company Delivery (as defined below) and the Final Interest Payment (as defined below), the Noteholder shall surrender, transfer and deliver to the Existing Trustee for cancellation the Noteholder’s Notes in accordance with the terms of the Existing Indenture through the one-sided Deposit/Withdrawal at Custodian procedures of DTC (and the Company shall promptly effect such cancellation), together with all right, title and interest to the Existing Notes (the “Noteholder Delivery”) from the DTC Participant(s) specified in the Exchanging Noteholder Instructions attached as Exhibit B hereto (the “Exchanging Noteholder Instructions”). Such transfer of Existing Notes shall be made solely in exchange for the following:
Sample 1
Noteholder Exchange. Subject to and effective upon the occurrence of the Effective Time, and so long as the Forbearance Period remains in effect and neither the Issuer nor BWAC is in breach of this Agreement, (a) the Noteholders shall irrevocably contribute, convey, assign and transfer to BWAC, through the facilities of The Depository Trust Company, all of their right, title and interest in and to (i) ten million dollars ($10,000,000.00) of the outstanding aggregate principal amount of the Notes held by the Noteholders (the “Exchanged Notes”) (each Noteholder’s portion of such amount as set forth opposite its name on Schedule 3 attached hereto) and (ii) the Royalty Rights (collectively, the “Exchanged Debts”); and (b) in exchange for such contribution, conveyance, assignment and transfer of the Exchanged Debts by the Noteholders, BWAC shall issue to the Noteholders an aggregate of one million five hundred thousand (1,500,000) BWAC Class A Shares, and the Noteholders shall accept such BWAC Class A Shares in exchange for and in consideration of the Exchanged Debts (the transactions referred to in this Section 4, collectively, the “Exchange”). Such BWAC Class A Shares shall be deducted from the Base Closing Shares. The Parties agree that BWAC and the Issuer shall take all necessary and appropriate action (including delivery of the Exchanged Notes to the Trustee for cancellation) so that, after giving effect to the Exchange and the transactions described in Section 3(e) hereof, the aggregate principal amount of Notes outstanding immediately following the Effective Time shall be no greater than forty-three million one hundred twenty-five thousand dollars ($43,125,000.00).
Sample 1

Related to Noteholder Exchange

  • Denominations; Transfer; Exchange The Notes are in registered form without coupons in denominations of $1,000 and integral multiples of $1,000. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Company need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Company need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date.

  • Trustee, Paying Agents, Conversion Agents, Bid Solicitation Agent or Note Registrar May Own Notes The Trustee, any Paying Agent, any Conversion Agent, Bid Solicitation Agent (if other than the Company or any Affiliate thereof) or Note Registrar, in its individual or any other capacity, may become the owner or pledgee of Notes with the same rights it would have if it were not the Trustee, Paying Agent, Conversion Agent, Bid Solicitation Agent or Note Registrar.

  • Tax Free Exchange As an accommodation to Buyer, Seller agrees to cooperate with Buyer to accomplish an I.R.C. Section 1031 like kind tax deferred exchange, provided that the following terms and conditions are met; (i) Buyer shall give Seller notice of any desired exchange not later than five (5) days prior to the Closing Date; (ii) Seller shall in no way be liable for any additional costs, fees and/or expenses relating to the exchange; (iii) if, for whatever reason, the Closing does not occur, Seller shall have no responsibility or liability to the third party involved in the exchange transaction, if any; and (iv) Seller shall not be required to make any representations or warranties nor assume or incur any obligations or personal liability whatsoever in connection with the exchange transaction. Buyer indemnifies and agrees to hold Seller and each Seller Related Party harmless from and against any and all causes, claims, demands, liabilities, costs and expenses, including attorneys’ fees, as a result of or in connection with any such exchange. As an accommodation to Seller, Buyer agrees to cooperate with Seller to accomplish an I.R.C. Section 1031 like kind tax deferred exchange, provided that the following terms and conditions are met; (i) Seller shall give Buyer notice of any desired exchange not later than five (5) days prior to the Closing Date; (ii) Buyer shall in no way be liable for any additional costs, fees and/or expenses relating to the exchange; (iii) if, for whatever reason, the Closing does not occur, Buyer shall have no responsibility or liability to the third party involved in the exchange transaction, if any; and (iv) Buyer shall not be required to make any representations or warranties nor assume or incur any obligations or personal liability whatsoever in connection with the exchange transaction. Seller indemnifies and agrees to hold Buyer harmless from and against any and all causes, claims, demands, liabilities, costs and expenses, including attorneys’ fees, as a result of or in connection with any such exchange.

  • Mandatory Exchange The Managing Member may, with the consent of those Members (other than the Managing Member) holding not less than 75% of the Holdings Units (as such term is defined in the Exchange Agreement) (excluding any Holdings Units held by the Managing Member) require all Members holding Holdings Units to exchange all such units held by them pursuant to the Exchange Agreement.

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