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Sale and Exchange Sample Clauses

Sale and Exchange. Debtor shall not, without the written consent of the Secured Party, sell, exchange, contract to sell, lease, encumber or transfer the Collateral, and whether or not such consent has been obtained, the proceeds of such sale, exchange, or transfer shall be applied to the obligations secured by this Security Agreement, or become subject to the security interest of this Security Agreement, provided, however that nothing herein shall be construed to prohibit the sale of Collateral in the ordinary course of the Business; or (i) Simultaneously with or prior to such removal any such Collateral (to the extent the Collateral may be susceptible of removal) such Collateral shall be replaced with other property of a value at least equal to that of the replaced Collateral and shall be free from any security interest or other encumbrance and from any reservation of title, and by such removal and replacement Debtor shall be deemed to have subjected such replacement property to this Agreement, or (ii) Any net cash proceeds received from such disposition (other than from the collection of accounts receivable in the ordinary course of business) shall at the election of the Secured Party, be paid over promptly to the Secured Party to be held as security for the performance and payment of all obligations secured by this Agreement according to their terms or applied to the payment thereof.
Sale and Exchange. 2 Sale of the Notes and Warrants. The Company hereby sells, conveys, transfers and delivers to each Purchaser, severally and not jointly, and each Purchaser, severally and not jointly, hereby purchases and accepts, the Notes and the Warrants, in the amounts set forth on Exhibit A attached hereto, in accordance with the terms hereof.
Sale and ExchangeThe Debtor may not sell or exchange the collateral without the written consent of the Secured Party, and whether or not such consent has been obtained, the proceeds of such sale or exchange at the option of the Secured Party shall be: (1) applied on the obligations secured by this agreement, or (2) subject to the lien of this agreement.
Sale and Exchange. On and subject to the terms and conditions of this Agreement, Weather II and the Weather I Shareholders shall each sell, assign, convey, transfer and deliver the Weather I Shares set forth opposite its name on Part II of Annex 2.1, free and clear of all Liens, to VimpelCom in exchange for that portion of the Consideration set forth opposite its name on Part II of Annex 2.1. In this regard, Weather II and the Weather I Shareholders shall take all steps necessary to release the Weather I Shares set for on Part II of Annex 2.1 from any pledge or escrow arrangements benefitting them. Following receipt of the Weather I Shares set forth on Part II of Annex 2.1 at Closing, VimpelCom intends to transfer, by way of contribution or otherwise, all or a portion of such Weather I Shares to VimpelCom Amsterdam B.V.
Sale and Exchange. Subject to the terms and conditions set forth herein, each Member hereby irrevocably and unconditionally agrees to sell, transfer, assign, convey and set over to ANHI, and ANHI hereby irrevocably and unconditionally agrees to purchase, all of such Members' right, title and interest in such Member's Membership Interest; provided, however, that the closing (the "Exchange Closing") of the transfer of such Member's Membership Interest and the issuance and delivery of the proper number of Shares in exchange therefor (together, the "Exchange Transaction") shall only take place simultaneously with the IPO Closing. If the IPO Closing does not occur on or prior to May 31, 1999, this Agreement shall terminate without further liability or obligation of any party hereto.
Sale and Exchange. Subject to the terms and conditions hereof, at the Closing (as defined below), Sellers agree to assign, transfer, convey and deliver to Buyer, and Buyer agrees to exchange Sellers, the shares listed in Exhibit A, attached hereto.
Sale and Exchange. 6 3. CONSIDERATION............................................................................................6
Sale and Exchange. 2 Sale of the Shares. The Company hereby sells, conveys, transfers and delivers to the Purchaser, and the Purchaser hereby purchases and accepts, the Shares and Warrant, in accordance with the terms hereof. The Warrant shall entitle the Purchaser to purchase the Warrant Shares at an exercise price of $1.00 per share, and shall be substantially in the form of warrant attached hereto as Exhibit A.
Sale and Exchange. Subject to the terms and conditions of this Agreement, each investor listed as a “Purchaser” on Schedule 1 (each, a “Purchaser”) shall purchase at the applicable Closing (as defined below) and the Company agrees to sell and issue to each Purchaser at such Closing that number of Series A Preference Shares of the Company (“Series A Preference Shares”) set forth opposite such Purchaser’s name on Schedule 1, in exchange for its Labs 3 Securities. The issuance of Series A Preference Shares upon conversion of a Labs 3 Note shall be contingent upon execution and delivery by the holder thereunder of this Agreement and its Labs 3 Note; provided, however, that its Labs 3 Note shall be deemed converted and of no further force and effect, whether or not such holder delivers its Labs 3 Note for cancellation to the Company.
Sale and Exchange. On the terms and subject to the ----------------- conditions set forth in this Agreement, on the Closing Date (as defined in Section 1.04) (i) Alloy will issue and deliver to LDI Sub, and LDI Sub will accept, the Alloy Shares in exchange for the Cash Payment and the LDI Shares, and (ii) LDI will pay, issue and deliver to Alloy, and Alloy will accept, the Cash Payment and the LDI Shares in exchange for the Alloy Shares.