Payment and Exchange Sample Clauses

Payment and Exchange. Purchaser, by signing this Agreement, offers, in full satisfaction of the Note (a) to accept a cash payment in satisfaction of fifty percent (50%) of the principal amount outstanding on the Note as of the Effective Date, which amount is set forth on the signature page hereto (the “Cash Payment”) and (b) to exchange the remaining fifty percent (50%) of the principal amount outstanding on the Note as of the Effective Date, and all accrued and unpaid interest thereon, for the Common Shares, at the price set forth on the signature page hereto (the “Offer”) (the Cash Payment and the Common Shares are collectively referred to as the “Consideration”). Upon execution, Purchaser shall deliver this signed Agreement and the Note (together, the “Purchaser’s Deliverables”) to Company. On the Effective Date, Company shall countersign this Agreement and shall forward the Cash Payment and issue the Common Shares to Purchaser. Company shall return a fully executed copy of this Agreement and deliver the Cash Payment and the Common Shares to Purchaser promptly thereafter. The Note will be extinguished on the Effective Date. Unless otherwise agreed by the Parties, if Company has not countersigned this Agreement on or before July 1, 2009, Purchaser may, by written notice to Company, withdraw the Offer and the Company shall return the Purchaser’s Deliverables to Purchaser.
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Payment and Exchange. Purchaser, by signing this Agreement, offers, in full satisfaction of the Note (a) to accept a cash payment in satisfaction of fifty percent (50%) of the principal amount outstanding on the Note as of the Effective Date, which amount is set forth on the signature page hereto (the “Cash Payment”); (b) to exchange the remaining fifty percent (50%) of the principal amount outstanding on the Note as of the Effective Date by exchanging such remaining principal for shares of Series D Preferred in the amount set forth on the signature page (“Series D Preferred Shares”); and (c) to exchange all accrued and unpaid interest on the Note as of the Effective Date for shares of Company’s Common Stock (the “Interest Shares”), at the price set forth on the signature page hereto (the Cash Payment, Series D Preferred Shares and the Interest Shares are collectively referred to as the “Consideration”) (the “Offer”). Upon execution, Purchaser shall deliver this signed Agreement and the Note (collectively, the “Purchaser’s Deliverables”) to Company. On the Effective Date, Company shall countersign this Agreement, and shall forward the Cash Payment, issue the Series D Preferred Shares and issue the Interest Shares to Purchaser. Company shall return a fully executed copy of this Agreement and deliver the Series D Preferred Shares and the Interest Shares to Purchaser promptly thereafter. The Note will be extinguished on the Effective Date. Unless otherwise agreed by the Parties, if Company has not countersigned this Agreement on or before July 1, 2009, Purchaser may, by written notice to Company, withdraw the Offer and the Company shall return the Purchaser’s Deliverables to Purchaser.
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Payment and Exchange. Purchaser shall fund the Escrow Amount pursuant to Section 1.4, the amounts payable pursuant to Sections 1.1, 1.5, 1.6 and the amounts payable pursuant to Section 4.1, and perform its obligations with respect to the share exchange contemplated by Section 1.5.
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Payment and Exchange. (a) Subject to the terms and conditions of this Agreement, at the Closing, Acquiror shall pay, or cause to be paid, the following payments, by wire transfer of immediately available funds:
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Payment and Exchange. (a) At or before the Effective Time, PUB will make available or cause to be made available to an exchange agent appointed by PUB and reasonably acceptable to TC (the “Exchange Agent”) (i) a sufficient number of PUB Common Shares to be issued by book-entry transfer (each, a “New Share”), representing the PUB Common Shares issuable pursuant to Section 2.2(a) and (ii) cash to make the payments pursuant to Section 2.2(a) in each case, in amounts sufficient to allow the Exchange Agent to make all deliveries of New Shares and payments that may be required in exchange for Old Shares pursuant to this Article 2 (collectively, the “Exchange Fund”). For the avoidance of doubt, the Escrow Amount is a part of the Total Purchase Price even though such amount will not initially be paid at Closing and will not be paid to the Exchange Agent. Any portion of the Exchange Fund that remains unclaimed by the shareholders of TC for twelve (12) months after the Effective Time shall, to the extent permitted by applicable law, be paid to PUB or as directed by PUB. In such event, any holder of Old Shares that has not theretofore exchanged its Old Shares for the Per Share Consideration pursuant to this Article 2 will thereafter be entitled to look exclusively to PUB for the Per Share Consideration to which he or she may be entitled upon exchange of such Old Shares pursuant to this Article 2, in each case, without any interest thereon. Notwithstanding the foregoing, neither the Exchange Agent nor any party will be liable to any holder of Old Shares for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws.
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Payment and Exchange 
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Related to Payment and Exchange

  • Contribution and Exchange On the terms set forth herein and subject to Section 2.2, Section 2.3, Section 2.4 and Section 2.5:

  • Transfer and Exchange When Securities of a Series are presented to the Registrar with a request to register the transfer thereof, the Registrar shall register the transfer as requested if the requirements of applicable law are met, and when such Securities of a Series are presented to the Registrar with a request to exchange them for an equal principal amount of other authorized denominations of Securities of the same Series, the Registrar shall make the exchange as requested. To permit transfers and exchanges, upon surrender of any Security for registration of transfer at the office or agency maintained pursuant to Section 2.4, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s request. If Securities are issued as Global Securities, the provisions of Section 2.15 shall apply. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Registrar or a co-registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or a co-registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. Any exchange or transfer shall be without charge, except that the Company may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.6 or 8.5. The Trustee shall not be required to register transfers of Securities of any Series, or to exchange Securities of any Series, for a period of 15 days before the record date for selection for redemption of such Securities. The Trustee shall not be required to exchange or register transfers of Securities of any Series called or being called for redemption in whole or in part, except the unredeemed portion of such Security being redeemed in part.

  • Like-Kind Exchange At either party’s request, the non-requesting party will take all actions reasonably requested by the requesting party in order to effectuate all or any part of the transactions contemplated by this Agreement as a forward or reverse like-kind exchange for the benefit of the requesting party in accordance with Section 1031 of the Internal Revenue Code and, in the case of a reverse exchange, Rev. Proc. 2000-37, including executing an instrument acknowledging and consenting to any assignment by the requesting party of its rights hereunder to a qualified intermediary or an exchange accommodation titleholder. In furtherance of the foregoing and notwithstanding anything contained in this Agreement to the contrary, the requesting party may assign its rights under this Agreement to a “qualified intermediary” or an “exchange accommodation titleholder” in order to facilitate, at no cost or expense to the other, a forward or reverse like-kind exchange under Section 1031 of the Internal Revenue Code; provided, however, that such assignment will not relieve the requesting party of any of its obligations hereunder. The non-requesting party will also agree to issue all closing documents, including the deed, to the applicable qualified intermediary or exchange accommodation titleholder if so directed by the requesting party prior to Closing. Notwithstanding the foregoing, in no event shall the non-requesting party incur or be subject to any liability that is not otherwise provided for in this Agreement.

  • NOTATIONS AND EXCHANGES If any amendment, supplement or waiver changes the terms of a Note, then the Trustee or the Company may, in its discretion, require the Holder of such Note to deliver such Note to the Trustee so that the Trustee may place an appropriate notation prepared by the Company on such Note and return such Note to such Holder. Alternatively, at its discretion, the Company may, in exchange for such Note, issue, execute and deliver, and the Trustee will authenticate, in each case in accordance with Section 2.02, a new Note that reflects the changed terms. The failure to make any appropriate notation or issue a new Note pursuant to this Section 8.05 will not impair or affect the validity of such amendment, supplement or waiver.

  • REDEMPTIONS AND EXCHANGES A. Countrywide shall process, in accordance with the Trust's then current prospectus and statement of additional information, each order for the redemption of shares accepted by Countrywide. Upon its approval of such redemption transactions, Countrywide, if requested by the Trust, shall mail to the shareholder and/or dealer of record a confirmation showing trade date, number of full and fractional shares redeemed, the price per share and the total redemption proceeds. For each such redemption, Countrywide shall either: (a) prepare checks in the appropriate amounts for approval and verification by the Trust and signature by an authorized officer of Countrywide and mail the checks to the appropriate person, or (b) in the event redemption proceeds are to be wired through the Federal Reserve Wire System or by bank wire, cause such proceeds to be wired in federal funds to the bank account designated by the shareholder, or (c) effectuate such other redemption procedures which are authorized by the Trust's Board of Trustees or its then current prospectus and statement of additional information. The requirements as to instruments of transfer and other documentation, the applicable redemption price and the time of payment shall be as provided in the then current prospectus and statement of additional information, subject to such supplemental instructions as may be furnished by the Trust and accepted by Countrywide. If Countrywide or the Trust determines that a request for redemption does not comply with the requirements for redemptions, Countrywide shall promptly notify the shareholder indicating the reason therefor.

  • Transfer and Exchange of Notes Upon surrender of any Note to the Company at the address and to the attention of the designated officer (all as specified in Section 18(iii)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten (10) Business Days thereafter, the Company shall execute and deliver, at the Company’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Schedule 1. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $500,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $500,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in Section 6.3, provided that such holder may (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such holder of any Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA. The Notes have not been registered under the Securities Act or under the securities laws of any state and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is available.

  • Mergers and Exchanges With the consent of the Member, the Company may be a party to (a) a merger, or (b) an exchange or acquisition of the type described in Section 18-209 of the Act.

  • Transfer and Exchange of Call Warrants Upon surrender of any Call Warrant for registration of transfer or for exchange to the Warrant Agent, the Warrant Agent shall (subject to compliance with Article II) execute and deliver, and cause the Trustee, on behalf of the Trust, to execute and deliver, in exchange therefor, a new Call Warrant of like tenor and evidencing a like whole number of Call Warrants, in the name of such Warrant Holder or as such Warrant Holder (upon payment by such Warrant Holder of any applicable transfer taxes or government charges) may direct; provided that as a condition precedent for transferring the Call Warrants, the prospective transferee shall be required to deliver to the Trustee and the Depositor an executed copy of the Investment Letter (set forth as Exhibit C to the Series Supplement).

  • Transfers and Exchanges The Warrant Agent shall transfer, from time to time, any outstanding Warrants upon the books to be maintained by the Warrant Agent for that purpose, upon surrender thereof for transfer properly endorsed or accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant shall be issued to the transferee and the surrendered Warrant shall be cancelled by the Warrant Agent. Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon request. Warrants may be exchanged at the option of the holder thereof, when surrendered at the office of the Warrant Agent, for another Warrant, or other Warrants of different denominations of like tenor and representing in the aggregate the right to purchase a like number of shares of Common Stock.

  • Transfer and Exchange of Global Notes A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Company for Definitive Notes if:

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