THE RIGHTS EXCHANGE AGREEMENT Sample Clauses

THE RIGHTS EXCHANGE AGREEMENT. The Purchaser and the Company have entered into the Rights Exchange Agreement. What follows is a summary of the Rights Exchange Agreement. This summary is qualified in its entirety by the text of the Rights Exchange Agreement itself, which has been filed by the Company with the Commission as an exhibit to a Current Report on Form 8-K (see Section 8 for information or how to obtain documents from the Commission). The Rights Exchange Agreement provides that, immediately upon the consummation of the Offer, each $6.75 in Face Value of the Rights purchased by the Purchaser in the Offer will be exchanged for (i) one Share of the Company's Common Stock (up to a maximum of 6,579,629 Shares) plus (ii) a Warrant or Warrants to purchase 0.1222 shares of the Company's Common Stock (up to a maximum of 804,000 shares) for $10.00 per share exercisable over a period of seven years, upon the terms and conditions set forth in the Warrant Agreement. The Company and the Purchaser have agreed that, for purposes of the Rights Exchange Agreement, the aggregate Face Value of the Rights shall be $44,412,500. The closing conditions to the Rights Exchange Agreement include, among other things: (i) the consummation of the Offer, (ii) that a director specified by the Purchaser be appointed to the board of directors of the Company, (iii) that the Company has not paid any of the Remaining Merger Consideration to any of the Holders, and (iv) certain other customary closing conditions. As soon as practicable (but not later than 30 days) after the consummation of the Offer, the Company has agreed to prepare and file with the Securities and Exchange Commission (the "Commission") a shelf registration statement (and thereafter shall use its reasonable best efforts to cause such shelf registration statement to be declared effective) for the Shares and the Common Stock issuable upon the complete exercise of the Warrants (the "Warrant Shares") as well as any resale thereof. An effective shelf registration statement would permit the Purchaser to sell or otherwise transfer the Shares or the Warrant Shares without violating the Securities Act or relying on a transfer that is exempt from the Securities Act. If (i) during the term of the Rights Exchange Agreement, the Company receives an unsolicited third-party offer where the third-party offers to merge with, acquire assets or stock of, or engage in a similar transaction with, the Company, and (ii) within six months of the termination of the Rights ...
Sample 1Sample 2
AutoNDA by SimpleDocs
THE RIGHTS EXCHANGE AGREEMENT. 8 SECTION 6
Sample 1

Related to THE RIGHTS EXCHANGE AGREEMENT

  • Exchange Agreement As a condition of the Holder’s receipt and acceptance of this Purchase Warrant, Xxxxxx agrees that, at any time prior to the complete exercise of this Purchase Warrant by Holder, if the Company and the Underwriter enter into an agreement (“Exchange Agreement”) pursuant to which they agree that all outstanding Purchase Warrants will be exchanged for securities or cash or a combination of both, then Holder shall agree to such exchange and become a party to the Exchange Agreement.

  • Shareholder Agreement The Shareholder Agreement shall have been duly executed and delivered by the Company.

  • Amendment of the Rights Agreement Clause (i) of Section 7(a) of the Rights Agreement is hereby amended and restated in its entirety as follows:

  • Registration Rights Agreement and Escrow Agreement The parties have entered into the Registration Rights Agreement and the Escrow Agreement, each dated the date hereof.

  • Stockholder Agreement The Stockholder agrees that, during the period from the date of this Agreement until the Expiration Date:

  • Warrant Agreement and Registration and Shareholder Rights Agreement The Company shall have entered into the Warrant Agreement, in the form of Exhibit A hereto, and the Registration and Shareholder Rights Agreement, in the form of Exhibit B hereto, in each case on terms satisfactory to the Purchaser.

  • Securities Purchase Agreement This Agreement and the transactions contemplated hereby have been duly and validly authorized by the Company, this Agreement has been duly executed and delivered by the Company and this Agreement, when executed and delivered by the Company, will be, a valid and binding agreement of the Company enforceable in accordance with its terms, subject as to enforceability to general principles of equity and to bankruptcy, insolvency, moratorium, and other similar laws affecting the enforcement of creditors’ rights generally.

  • Warrant Agreement and Registration Rights Agreement The Company shall have entered into the Warrant Agreement and the Registration Rights Agreement, each on terms satisfactory to the Purchaser.

  • Agreement to Purchase and Sell Stock Subject to the terms and conditions of this Agreement, the Company agrees to sell to each of the Investors at the Closing (as defined below), and each of the Investors agrees to purchase from the Company at the Closing, the number of shares of the Company's Common Stock set forth opposite such Investor's name on the Schedule of Investors (collectively, the "Shares") at a price of $39.00 per share.

  • Warrant Agreement and Registration and Stockholder Rights Agreement The Company shall have entered into the Warrant Agreement, in the form of Exhibit A hereto, and the Registration and Stockholder Rights Agreement, in the form of Exhibit B hereto, in each case on terms satisfactory to the Purchaser.

Time is Money Join Law Insider Premium to draft better contracts faster.