Preferred Exchange. (a) On the terms and subject to the conditions set forth in this Agreement, upon the Closing (i) the Company agrees to issue to the Investor, in exchange for the Warrant and its 33,000 Preferred Shares, the Exchange Shares and (ii) the Investor agrees to deliver to the Company the Warrant and the Preferred Shares in exchange for the Exchange Shares.
(b) Following consummation of the Exchange, no further cash dividends shall be payable in respect of the Preferred Shares outstanding immediately prior to the Closing Date.
(c) In the event the Company at any time or from time to time prior to the Closing effects a stock dividend, stock split, reverse stock split, combination, reclassification or similar transaction, concurrently with the effectiveness of such stock dividend, stock split, reverse stock split, combination, reclassification or other similar transaction, each per share amount and per share price set forth in the Transaction Documents (including with respect to the number of shares of Common Stock being purchased or exchanged hereunder or under any other Transaction Document and including the $1.50 per share purchase or exchange price set forth hereunder or in any of the Transaction Documents) shall be proportionally adjusted; provided that nothing in this Section 2.1(c) shall be construed to permit the Company to take any action otherwise prohibited or restricted by any of the Transaction Documents.
Preferred Exchange. On the terms and subject to the conditions set forth in this Agreement, upon the Closing (i) the Company agrees to issue to the Investor, in exchange for its [2,483,100] Preferred Shares, [2,483,100] Exchange Shares, and (ii) the Investor agrees to deliver to the Company the Preferred Shares marked cancelled in exchange for such number of Exchange Shares.
Preferred Exchange. Immediately following the Sale, Purchaser shall (and/or shall cause its designee to) transfer, convey, assign and deliver to Parent five million Class A Common Units and five million Class B Common units, in exchange for five million Series A Convertible Preferred Units (which shall represent 100% of the outstanding Series A Convertible Preferred Units) and five million Series B Convertible Preferred Units (which shall represent 100% of the outstanding Series B Convertible Preferred Units) (together, the “Preferred Exchange”).
Preferred Exchange. Upon the completion of the Preferred Exchange, the Preferred Units shall be cancelled, and any authorized but unpaid Preferred Distributions shall remain an obligation of the Company, and such obligation shall rank, with respect to distribution rights and rights upon liquidation, winding up or dissolution of the Company, senior to the Common Units.
Preferred Exchange. (a) On the terms and subject to the conditions set forth in this Agreement, upon the Closing (i) the Company agrees to issue and deliver to the Investor, in exchange for the Preferred Shares (including all accrued and unpaid dividends payable on the Preferred Shares through and including the Closing Date), the Exchange Shares and the Cash Consideration and (ii) the Investor agrees to deliver to the Company the Preferred Shares in exchange for the Exchange Shares and the Cash Consideration.
(b) Following consummation of the Exchange, the Preferred Shares will no longer be outstanding, the Investor will have no rights with respect thereto and no accrued and unpaid dividends shall be payable and no future dividends shall accrue or be payable in respect of the Preferred Shares outstanding immediately prior to the Closing Date.
(c) In the event the Company at any time or from time to time prior to the Closing effects a stock dividend, stock split, reverse stock split, combination, reclassification or similar transaction, concurrently with the effectiveness of such stock dividend, stock split, reverse stock split, combination, reclassification or other similar transaction, the number of Exchange Shares shall be proportionally adjusted; provided that nothing in this Section 2.1(c) shall be construed to permit the Company to take any action otherwise prohibited or restricted by this Agreement.
Preferred Exchange. For so long and to the extent that a Holder continues to hold Series A Preferred Stock of RAC, the Holder hereof shall exercise the Purchase Rights granted herein, in whole or in part, by delivering (i) a signed Notice of Exercise, as attached hereto as Exhibit A (including the Substitute Form W-9, which forms a part thereof, the “Notice of Exercise”) and (ii) shares of Series A Preferred Stock of RAC having a Stated Value (as defined in the designation of such Series), plus accrued but unpaid dividends for the latest Dividend Period (as such term is defined in the Securities Purchase Agreement) (collectively, the “Preferred Value”) equal to the Purchase Rights Exercise Price for the Purchase Rights being exercised to RAC at the address provided in Section 8.7 hereof (the “Preferred Exchange”). In exchange therefore, RAC shall deliver the Exercised Purchase Rights Value in the form elected by RAC. Any Preferred Exchange shall be subject to prior approval by the Board of Governors of the Federal Reserve System or its delegatee (the “Federal Reserve”).
Preferred Exchange. (a) On the terms and subject to the conditions set forth in this Agreement, upon the Closing (i) the Company agrees to issue to the Investor, in exchange for the Warrant and the Preferred Shares (including all accrued and unpaid dividends payable on the Preferred Shares through and including the Closing Date), the Exchange Shares and (ii) the Investor agrees to deliver to the Company the Warrant and the Preferred Shares in exchange for the Exchange Shares.
(b) Following consummation of the Exchange, no further cash dividends shall be payable in respect of the Preferred Shares outstanding immediately prior to the Closing Date.
(c) In the event the Company at any time or from time to time prior to the Closing effects a stock dividend, stock split, reverse stock split, combination, reclassification or similar transaction, concurrently with the effectiveness of such stock dividend, stock split, reverse stock split, combination, reclassification or other similar transaction, each per share amount and per share price set forth in the Transaction Documents (including with respect to the number of shares of Common Stock being purchased or exchanged hereunder or under any other Transaction Document and including the $0.30 per share purchase or exchange price set forth hereunder or in any of the Transaction Documents) shall be proportionally adjusted; provided that nothing in this Section 2.1(c) shall be construed to permit the Company to take any action otherwise prohibited or restricted by any of the Transaction Documents.
Preferred Exchange. The definitive terms of the Preferred Exchange are still being discussed by the Company and Standby Purchaser as of the date hereof and notwithstanding the provisions set forth herein and the Term Sheet, the Company and Standby Purchaser may determine to modify the Preferred Exchange by amending this Agreement, each such party acting reasonably in connection therewith.
Preferred Exchange. XXXX proposes to exchange the shares of Avant Diagnostics, Inc. (OTCMKST: AVDX) that it beneficially owns, for the preferred equity previously issued by XXXX, as follows: 1) “Preferred Exchange Amount Avant” shall be for the stated value of previously issued preferred equity and for the surrender of all warrants issued therewith as of the Closing Date 2) “Preferred Exchange Factor for Avant” shall be thirty-seven and one-half percent (37.50%) 3) “Number of Shares” in AVDX shall be a) the product the Preferred Exchange Amount Avant times the Preferred Exchange Factor for Avant, with such product divided by b) the lower of i) $0.16 per share and ii) the share price of AVDX as of two (2) business days preceding the Closing Date as defined below (“AVDX Divisor”), with such AVDX Divisor being subject to a floor of $0.12 per share (“AVDX Floor”), to estimate c) the number of shares, with final share amount issued to be rounded down (no fractional shares). For clarity, the AVDX Divisor and AVDX Floor herein for the Preferred Holders is intended to be the same as used for the Debt Exchange of Avant for the Debt Holders described above
Preferred Exchange. (a) On the terms and subject to the conditions set forth in this Agreement, upon the Closing (i) the Company agrees to issue to the Investor, in exchange for its 135,000 Preferred Shares, including the accrued and unpaid dividends thereon as of the Closing Date, 5,613,981 Exchange Shares(1) and, if the Closing shall occur after February 15, 2011, such number of additional Exchange Shares (rounded to the nearest whole number) that is equal to (x) the amount of all accrued and unpaid dividends on the Preferred Shares from February 16, 2011 through and including the Closing Date, divided by (y) $10.00,(2) and (ii) the Investor agrees to deliver to the Company the Preferred Shares in exchange for such number of Exchange Shares.
(b) Following consummation of the Preferred Exchange, no further cash dividends shall be payable in respect of the Preferred Shares outstanding immediately prior to the Closing Date.
