Amendment and Exchange Clause Samples

Amendment and Exchange. 2.1 As of the Effective Time (as defined in Section 2.4) on the Closing Date (as defined in Section 2.3), immediately following the effectiveness of the subscription agreement relating to the Stock Issuance, subject to the terms and conditions of this Agreement, including, without limitation, those set forth in Section 2.4, the Investor, the Company and OpCo hereby amend the Securities Purchase Agreement by deleting the entirety of Sections 5(e) (Use of Proceeds), 5(g) (Listing), 5(k) (Corporate Existence) and 5(s) (Variable Securities). 2.2 As of the Effective Time (as defined in Section 2.4) on the Closing Date (as defined in Section 2.3), immediately following the effectiveness of the SPA Amendment set forth in Section 2.1 and immediately prior to the consummation of the Exchange (as defined in Section 2.3), subject to the terms and conditions of this Agreement, including, without limitation, those set forth in Section 2.4, the Investor and the Company hereby amend all of the Warrants as follows (the “Warrant Amendment”): (a) In consideration of the Company’s offer to the Investor and all Other Investors to effect the Exchange (as defined in Section 2.3), the Investor agrees that a new Section 1(h) is hereby added to the Warrants, which shall state as follows:
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Related to Amendment and Exchange

  • NOTATIONS AND EXCHANGES If any amendment, supplement or waiver changes the terms of a Note, then the Trustee or the Company may, in its discretion, require the Holder of such Note to deliver such Note to the Trustee so that the Trustee may place an appropriate notation prepared by the Company on such Note and return such Note to such Holder. Alternatively, at its discretion, the Company may, in exchange for such Note, issue, execute and deliver, and the Trustee will authenticate, in each case in accordance with Section 2.02, a new Note that reflects the changed terms. The failure to make any appropriate notation or issue a new Note pursuant to this Section 8.05 will not impair or affect the validity of such amendment, supplement or waiver.

  • Transfer and Exchange The Notes of this Series shall be issued in registered form and shall be transferable only upon the surrender of a Note of this Series for registration of transfer and in compliance with Appendix A of the Base Indenture. When Notes of this Series are presented to the Registrar or a co-registrar with a request to register a transfer or to exchange them for an equal principal amount of Notes of this Series of other denominations, the Registrar will register the transfer or make the exchange as requested if its requirements for such transactions are met. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes of this Series at the Registrar’s request. A Holder of Notes of this Series may transfer or exchange Notes of this Series only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder of Notes of this Series, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith. Prior to due presentment of any Note of this Series for registration of transfer, the Company, the Trustee, any agent of the Company or the Trustee, the Paying Agent and the Registrar may deem and treat the Person in whose name a Note of this Series is registered as the absolute owner of such Note for all purposes, including for the purpose of receiving payment of principal of, and any premium and any interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. Any holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the holder of such Global Note (or its agent) or (b) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes of this Series issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as such Notes surrendered upon such transfer or exchange.