Securities Exchange Clause Samples

Securities Exchange. The Trust Units cease to be listed or posted for trading on a recognized North American stock exchange.

Securities Exchange. (a) In consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement and in reliance on the exemption from registration set forth in Rule 3(a)(9) of the Securities Act, subject to the satisfaction of each of the conditions set forth in Sections 4 and 5 hereof, the Company and the Holder hereby agree that, all the Warrants held by the Holder shall be exchanged for the Exchange Share Amount of Exchange Shares on the date hereof. The Holder agrees to deliver and surrender to the Company for cancellation the Warrants as soon as commercially practicable after the date hereof. (b) The closing under this Agreement (the “Closing”) shall take place upon the satisfaction of each of the conditions set forth in Sections 4 and 5 hereof (the “Closing Date”). (c) At the Closing, the Company shall issue the Exchange Share Amount of Exchange Shares to the Holder on the books and records of the Company, which shall be held in book-entry form with a restrictive legend with the transfer agent of the Company. On the Closing Date, the Company shall deliver evidence to the Holder that the Exchange Shares have been issued to the Holder. On the Closing Date the Holder shall be deemed for all corporate purposes to have become the holder of record of the Exchange Shares. (d) Upon each resale of all, or any part, of the Exchange Shares and delivery of a legal opinion by counsel of the Holder with respect to each such resale (each such date, a “Opinion Delivery Date”), the Company shall, no later than the third (3rd) Trading Day after each such Opinion Delivery Date (or such earlier date as required for the settlement of trades occurring on such Opinion Delivery Date pursuant to the Securities Exchange Act of 1934, as amended), (each a “DTC Share Delivery Deadline”), cause such applicable Exchange Shares subject to such resale to be delivered to the Holder or its designee’s balance account with the Depository Trust Company (“DTC”) in accordance with the DTC instructions delivered by the Holder to the Company (the “DTC Shares”). (e) If the Company shall fail for any reason or for no reason to deliver to the Holder by the applicable DTC Share Delivery Deadline the DTC Shares due to the Holder pursuant to Section 1(d) above by electronic delivery at the applicable balance account at DTC, and if on or after such DTC Share Delivery Deadline the Holder effects a Buy-In (as defined in the Warrants), then the Company shall, wi...

Securities Exchange. (a) In consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, each Holder agrees to deliver to the Company the Series C Preferred Shares in exchange for the Series D Preferred Shares and the Company agrees to issue and deliver the Series D Preferred Shares to the Holders in exchange for the Series C Preferred Shares. (b) The closing under this Agreement (the “Closing”) shall take place at the offices of K▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & F▇▇▇▇▇▇ LLP, 1▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ upon the satisfaction of each of the conditions set forth in Sections 4 and 5 hereof (the “Closing Date”). (c) At the Closing, the Company shall issue to the Holders an aggregate of Series D Preferred Shares as set forth on Exhibit A hereto and the Holders shall deliver to the Company for cancellation the Series C Preferred Shares. The Series D Preferred Shares are sometimes referred to herein as the “Securities”.

Securities Exchange. (a) Subject to the satisfaction of the conditions and upon the terms set forth in this Agreement and in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, each Holder agrees to deliver to the Company the Old Notes in exchange for the New Notes and the Company agrees to issue and deliver the New Notes to the Holders in exchange for the Old Notes. (b) The closing under this Agreement (the “Closing”) shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ upon the satisfaction of each of the conditions set forth herein (the “Closing Date”). (c) At the Closing, the Company shall issue the New Notes in an aggregate principal amount of $5,300,000 to the Holders in the amounts set forth on Exhibit C attached hereto and the Holders shall deliver to the Company for cancellation the Old Notes. (d) Each Holder shall enter into the 2007 Registration Rights Agreement. (e) Each Holder shall enter into an investor rights agreement among the Company, the Purchasers and the other parties thereto, in substantially the form attached hereto as Exhibit F (the “Investor Rights Agreement”). (f) It is understood and agreed that this Agreement is made subject to the execution and delivery of the 2007 Registration Rights Agreement by all parties thereto and the Company’s acceptance of the Holders as “Holders” thereunder, the execution and delivery of the Subscription Agreement by all parties thereto resulting in a minimum investment made by the holders of the Purchased Notes of $10,000,000, the satisfaction of all conditions thereunder and the funding of the Purchased Notes, and the execution and delivery of the Investor Rights Agreement by all parties thereto. (g) Upon the satisfaction of all conditions to the Exchange, any and all contracts, agreements, arrangements, and understandings arising under the 2006 Transaction Documents are hereby terminated and of no further force or effect, and no rights, duties, obligations, or liabilities arising thereunder or relating thereto shall survive this termination.

Securities Exchange. It is agreed as follows:

Securities Exchange. On the terms and subject to the conditions set forth in this Amended SPA and the Transaction Agreement, the Investor agrees to deliver to the Company the share certificate representing 300,000 shares of Series F Preferred Stock (the

Securities Exchange. Upon the terms and subject to the conditions of this Agreement, at the Closing, ▇▇▇▇ agrees to issue and allot to the Fanhua Parties the Puyi Exchange Shares, and in exchange therefor, each of the Fanhua Parties agrees to sell to Puyi the Fanhua Exchange Shares and the Fanhua Exchange ADSs, in each case, free and clear of all Encumbrances and with all rights attaching on and from the Closing.

Securities Exchange. Subject to the terms and conditions of this Agreement, the parties agree as follows. (a) each Holder hereby contributes and assigns to the Company all of such H▇▇▇▇▇’s right, title and interest, free and clear of all liens and encumbrances, in and to all of its Exchanged Shares, and in furtherance of the foregoing, Holder hereby delivers evidence of electronic transfer of the Exchanged Shares to the account designated by the Company or the Company’s transfer agent, or agrees to promptly deliver such evidence as well as such other duly executed instruments of transfer reasonably requested, following delivery instructions from the Company or the Transfer Agent; (b) the Company hereby issues the applicable Exchange Shares to each Holder as consideration for the Exchange and the Holder’s delivery of the Exchanged Shares, the instruments of transfer referenced in (a) above, subject to satisfaction of the Minimum Exchange Requirements; (c) the closing under this Agreement (the “Closing”) shall take place upon the satisfaction of each of the conditions set forth in Sections 5 and 6 hereof (the “Closing Date”), and shall occur substantially concurrently with, and subject to, the closing of the Concurrent Offering; and (d) within five business (5) business days after any Closing for which Exchanged Shares are exchanged, the Company shall issue and deliver to each a Holder a book-entry statement evidencing the Exchange Shares against delivery of the Exchanged Shares to the Company.

Securities Exchange. (a) Upon the following terms and subject to the conditions contained herein, the Holders agree to deliver to the Company the shares of Series A-2 Preferred Stock listed opposite such Holder’s name on Exhibit A. In consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the delivered shares of Series A-2 Preferred Stock shall either be exchanged for validly issued, fully paid and non-assessable shares of Series B Preferred Stock or Common Stock. (b) The closing under this Agreement (the “Closing”) shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ upon the satisfaction of each of the conditions set forth in Sections 4 and 5 hereof (the “Closing Date”). (c) At the Closing, the Holders shall deliver to the Company for cancellation the shares of Series A-2 Preferred Stock, or an indemnification undertaking with respect to such shares of Series A-2 Preferred Stock in the event of the loss, theft or destruction of such shares of Series A-2 Preferred Stock. At the Closing, the Company shall issue to the Holders the Series B Preferred Stock or Common Stock, each in the amounts set forth on Exhibit A attached hereto.