Terms of the Exchange Sample Clauses

Terms of the Exchange. The Exchange shall be consummated on the ------------------------ following terms and conditions: (a) Within three (3) business days of the execution of this Agreement, the Shareholder shall surrender to the Company the Surrendered Shares, duly endorsed for transfer to the Company. (b) Effective as of the Exchange Date (as hereinafter defined), the Surrendered Shares shall automatically be exchanged for the Preferred Exchange Shares. The Preferred Exchange Shares shall be validly issued, fully paid, and non assessable, and shall be restricted in accordance with Rule 144 promulgated under the Securities Act of 1933. (c) The rights, privileges, and preferences of the Preferred Exchange Shares shall be as set forth in the Certificate of Designation of the Rights, Preferences, Privileges and Restrictions of the Series E Convertible Preferred Stock of Anza Capital, Inc., a copy of which is attached hereto as Exhibit "A" (the "Certificate of Designation"). (d) The Exchange Date shall be the date on which the Certificate of Designation is filed with the Nevada Secretary of State, which date is anticipated to be within three (3) business days of the completion of the Company's Annual Shareholders Meeting. (e) The Company's Annual Shareholders Meeting is currently scheduled for the middle of April, 2003. If the Company's Annual Shareholders Meeting does not take place on or before June 30, 2003 (the "Termination Date"), then this Agreement and the exchange of the Surrendered Shares for Preferred Exchange Shares shall automatically be cancelled. (f) Between the date of this Agreement and the Termination Date, the Shareholder shall remain the record and beneficial owner of the Surrendered Shares, and shall have all voting power associated therewith; however, the Shareholder hereby waives and suspends its rights to dividends, its conversion rights, redemption rights, and all other rights set forth in the Certificate of Amendment of Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock of Anza Capital, Inc. dated March 1, 2002 until the earlier to occur of the Exchange Date or the Termination Date. In the event this Agreement is terminated on the Termination Date, then all rights waived and suspended by this subsection shall be reinstated effective as of the date of this Agreement.

Terms of the Exchange. The Company and Holder agree that the Holder will exchange the Exchange Securities and will relinquish any and all other rights he may have under the Exchange Securities in exchange for such number of shares of Preferred Stock (the “Preferred Shares”, and such Preferred Shares as converted into Common Stock, the “Conversion Shares”, and together with the Preferred Shares, the “Securities”) as set forth on Schedule A, annexed hereto.

Terms of the Exchange. The Company and the Holder agree that the Holder will exchange the Exchange Securities held by the Holder and will relinquish any and all other rights it may have under the Exchange Securities in exchange for the Series D.

Terms of the Exchange. The Company and Holder agree that the Holder will exchange the Debt and will relinquish any and all other rights he may have under the Note in exchange for Preferred Shares worth of the Settlement Amount, whereby each Preferred Share shall be convertible, at the option of the Holder into USD 10,000 (United States Dollars ten thousand) worth shares of fully paid and non-assessable Common Shares in the manner provided for in the Certificate of Designations (the Preferred Shares as converted into Common Shares, the “Conversion Shares”, and together the Conversion Shares with the Preferred Shares, the “Securities”) as set forth on Schedule B, annexed hereto.

Terms of the Exchange. The Company and the Holder agree that the Holder will exchange the Notes, and will relinquish any and all rights the Holder may have under the Notes and the Transaction Documents in exchange for 6,177 shares of the Series A Preferred Stock (the “Exchange Shares” and collectively with the Conversion Shares and the Additional Shares (as defined below), the “Securities”).

Terms of the Exchange. Pursuant to the terms hereof, each of the Undersigned Entities hereby agrees to cause the Holders to exchange and deliver an aggregate principal amount of Old Notes, and in exchange therefor, the Company shall issue to the Holders an aggregate principal amount of New Notes, in each case, as set forth on Exhibit A hereto. The closing for the Exchange (the “Closing”) shall occur substantially concurrently with, and subject to, the closing of the Company’s issuance and sale of the New Notes and on a date (the “Closing Date”) no later than two Trading Days after the date of this Agreement. At the Closing, (a) each of the Undersigned Entities shall cause each of its Holders to deliver to the Company all right, title and interest in and to such Holder’s Old Notes, as set forth on Exhibit A hereto (and no other consideration), free and clear of any mortgage, lien (statutory or otherwise), pledge, charge, security interest, encumbrance, title retention agreement or other title retention device, conditional sale or security arrangement, collateral assignment, option, right of first refusal, equity or other adverse claim thereto or other similar encumbrance thereon (collectively, “Liens”), together with any documents of conveyance or transfer that the Company may deem necessary or desirable to assign, transfer to and confirm in the Company all right, title and interest in and to such Old Notes free and clear of any Liens, and (b) the Company shall deliver or cause to be delivered to each Holder, subject to the terms and conditions of this Agreement, New Notes having an aggregate principal amount set forth on Exhibit A, which shall be equal to forty-five percent (45%) of the aggregate principal amount of the Old Notes plus any accrued and unpaid interest on the Old Notes as of the Closing Date, and the Company hereby agrees to issue such New Notes to such Undersigned Entity in exchange for such Old Notes. For the avoidance of doubt, in the event of any delay in the Closing pursuant to the immediately preceding paragraph, the Holders shall not be required to deliver the Old Notes until the Closing occurs. Simultaneously with or after the Closing, the Company may, in its sole discretion, issue the New Notes to one or more other holders of outstanding Old Notes or to other investors. The delivery of the New Notes and the issuance thereof shall be effected by delivery of a Physical Note (as defined in the Indenture) to each Holder at the address set forth on Exhibit A he...

Terms of the Exchange. The two Parties agree to enter into a faculty exchange agreement, commencing in the year 201_. Faculty exchanges will be arranged at the host institution for periods of time acceptable to both Parties. The number of participants will be agreed by the two Institutions. It is expected that in any given year there will be an equal number of faculty exchanged from each Institution. Notwithstanding article above, while equal numbers in every year may not be possible, efforts will be made to have equal numbers exchanged over the life of this agreement. The candidates will be faculty of those areas that who have expressed an interest in exchanging positions for purposes of professional development and must have the approval of the relevant department, college or faculty and campus authorities at both Institutions. Faculty exchanges may refer to the simultaneous exchange of positions, the conduct of joint projects in education, research, organization of conferences and seminars along with any other program judged to be of mutual interest for their institutions. To xxxxxx this mobility, both institutions can collaborate in Interlibrary loan of academic publications and information among all their Libraries. In faculty exchanges, each faculty member will keep his or her home salary and fringe benefits, and will simply be assigned to the counterpart institution Travel and living expenses abroad will be borne by academic staff participating in the program. However, both institutions will endeavor to seek funding to support this mobility. Regarding UAM, if funds are available, the criteria and conditions for financial support shall be established in a specific public call. Both institutions agree to assist visiting faculty insofar as feasible, in matters of research facilities, housing search, immigration details, etc. However, the individual faculty remains responsible for housing arrangements and immigration details. Both institutions shall have no responsibility related to these procedures, nor provide any legal assistance related thereto. Neither institution will be required, or expected, to provide additional funds to compensate the faculty member(s) involved in the exchange for any differences in salaries and/or expenses. Neither institution shall be required, or expected, to provide funds to hire replacement faculty, or to otherwise provide coverage for any duties for which its faculty member is responsible, and for which the exchange faculty member is not quali...

Terms of the Exchange. Up to two (2) students, a year may enrol at the other university. The unit of calculation is students per semester, and one student a year = 2 student/semesters. It is expected that the number of exchange students calculated in student/semesters will balance over the life of this agreement. Neither the universities nor the exchange students involved on this program pay tuition fees to the host institution. Exchange students will continue to pay any fees as required to their home university. Exchange students are responsible for all their personal costs, including housing, transport, food, health and books. Exchange students must be provided with the correspondent health cover policy valid at the host country throughout the whole period of exchange. In the case of UAM, the university will provide its students with a travel and accident insurance if funds are available for this. Students from [Name of Institution] will be required to endorse the insurance necessary to process their visa and in any case, the will be required, at the least, to be provided with a travel and accident insurance with health coverage. The home university is responsible for screening and selecting students for this exchange program. In general, the home university will provide the host university with six months' notice of participating exchange students. Additionally, the home university is responsible for making sure students have the minimum requested level of language, according to Annex I. Exchange students are enrolled as candidates for degrees at their home university and in general are not eligible to be awarded an undergraduate or graduate degree at the host university. Exchange students may enrol at any Faculty/School where they meet the academic requirements and prerequisites. These include any language requirements for entry. Exchange students who have been accepted by the host institution, are also required to obtain the approval of any teaching units by the receiving institution. These approvals will be preferably organized prior to students’ mobility. The transcript of results and academic records will be provided to the home university as soon as practicable after the completion of a period of exchange study. Students enrolled as exchange students are subject to all the rules and regulations of the host university, and the laws and procedures of the state in which that university is located. The host university will provide assistance in finding accommodation but the...

Terms of the Exchange. On the basis of the representations, warranties, covenants, and agreements contained in this Agreement and subject to the terms and conditions of this Agreement: (a) Stockholders shall sell, assign, transfer, and convey to Purchaser at the Closing all of the outstanding shares of capital stock of Acquired Corporation. Stockholders shall deliver at the Closing certificates representing such shares duly endorsed in blank or accompanied by stock powers duly endorsed in blank, in each case in proper form for transfer, with all required stock transfer and any other required docu­mentary stamps affixed thereto. (b) In consideration for the shares referred to in Section 3.01(a), Purchaser shall: (i) Deliver at the Closing to the Representative (as hereinafter defined), the amount of $1.2 million in cash or by certified or official bank check. (ii) Deliver to the Representative, in cash or by certified or official bank check, 100% of the amount by which (A) the aggregate payments (the “Shell Payments”) received after the Closing and prior to March 31, 2014 by the Company from Shell Global Solutions International, B.V. (“Shell”) under the Software License, Maintenance and Support Agreement, dated March 28, 2005, and Supply Orders 1- 4 (collectively referred to as the “Shell Agreement”) exceed (B) $3 million; provided that (x) with respect to any divestiture by Shell of any refinery or other facility, if the buyer of such property (the “Shell Buyer”) pays maintenance fees for any Acquired Corporation Products acquired from Shell or purchases additional Acquired Corporation Products for use in connection with such divested refinery or other facility, then any payments received by Purchaser or the Acquired Corporation from a Shell Buyer shall be treated as a Shell Payment (y) with respect to the accounts receivable or earned but unbilled amounts (the “Closing Date Amounts”) related to the Shell agreement carried on the Closing Date Balance Sheet (as hereinafter defined), the Shell Payments shall include (i) 15% of the cash received by Acquired Corporation prior to March 31, 2013 in respect of the Closing Date Amounts and (ii) 100% of the cash received by Acquired Corporation on or after March 31, 2013 and prior to March 31, 2014 in respect of the Closing Date Amounts, and (z) the maximum amount payable to the Representative under this Section 3.01(b)(ii) shall be $1 million. Any amounts required to be paid to the Representative under this Section 3.01(b)(ii) with resp...

Terms of the Exchange. The Exchange shall be consummated on the following terms and conditions: (a) Within five (5) business days of the execution of this Agreement (the “Exchange Date”), Shareholder will deliver to TWS either (i) a stock certificate representing the TWS Common Shares, or (ii) a lost certificate affidavit covering the TWS Common Shares, and (iii) an executed, medallion-guaranteed stock power evidencing the transfer of the TWS Common Shares back to TWS treasury shares, in the form attached hereto as Exhibit A. (b) No later than the Exchange Date, TWS will transfer to Shareholder the TWS Preferred Shares in the name of the Shareholder.