Exchange and Closing Sample Clauses

The "Exchange and Closing" clause defines the process and timing for the formal transfer of ownership or completion of a transaction between parties. Typically, this clause outlines when and how the parties will exchange signed documents, transfer funds, and deliver any required assets or property, often specifying a closing date and location. Its core function is to ensure that all necessary steps for finalizing the deal are clearly set out, reducing the risk of misunderstandings or delays at the critical point when the transaction is completed.
Exchange and Closing. (a) Upon the following terms and subject to the conditions contained herein, each Holder agrees to exchange from the Company the Original Note(s) and each Holder shall deliver and surrender to the Company at its principal offices for cancellation such Original Note(s) held by Holder, free and clear of any liens, claims, charges, security interest or other legal or equitable Encumbrances in exchange for a New Note with a maximum principal amount as set forth on such Holder’s signature page to this Agreement. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the closing of the transactions contemplated by this Agreement (the “Closing”) shall occur at the offices of Company’s counsel or such other location and on such Business Day as the parties shall mutually agree. (b) At Closing, the New Notes issued in exchange for cancellation of the Original Notes shall be deemed the full and final consideration for the cancellation of such Original Notes, and notwithstanding anything to the contrary contained in the Original Notes or otherwise, the Company and Holders hereby agree that upon the Closing: (i) the Company’s obligations under the Original Notes held by Holder shall be deemed fully paid and satisfied; and (ii) the Original Notes shall automatically terminate and have no further force and effect (other than those specific provisions which pursuant to the terms and provisions of the Original Notes which expressly survive termination). Further, the Company and Holders hereby agree that upon the Closing the Company’s obligations to Holders pursuant to any security agreements previously entered into between the Company and Holder shall be modified to include the terms and conditions of the Security Agreement Amendment entered into between the Company and the Holders pursuant to this Agreement. (c) Each Holder further agrees that it will write “PAID IN FULL” on the original of the Original Notes surrendered to the Company pursuant to this Agreement and initial such phrase and return the originally executed version of the Original Notes to the Company. Notwithstanding the foregoing, however, in the event the Holder does not inscribed the phrase “PAID IN FULL” on the Original Notes, it hereby authorizes the Company’s agents and officers to write such phrase on the Original Notes. In the event Holder has lost his, her or its Original Notes, or such Original Notes were lost, stolen or destroyed, Holder shall, instead of returning th...
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Exchange and Closing. (a) Subject to the terms and conditions contained herein, on the Closing Date, CT, CT Legacy Holdings and CT Series 1 Note Issuer, as applicable, agree to issue and/or deliver, as applicable, to the WestLB Lenders or, upon request, any of their respective Affiliates, an aggregate of (1) $22,932,203.89 in cash in immediately available funds (the “Cash”), (2) 2,415,625 Class A-2 Units of CT Legacy REIT Holdings (the “Units”) and (3) $2,777,777.75 principal amount of 8.19% series 1 secured notes due 2016 of CT Series 1 Note Issuer in the form attached as Exhibit D hereto (the “Series 1 LLC Interest Secured Notes”), secured by an aggregate of 1,287,946 Class A-1 Units and 437,500 Class A-2 Units of CT Legacy REIT Holdings (the “New LLC Interests”), in each case, in the amounts set forth next to each WestLB Lender’s name on Exhibit C attached hereto and have requested that the WestLB Lenders accept such Cash, Units and Series 1 LLC Interest Secured Notes in exchange for and in full satisfaction of the Credit Agreement Obligations and the release of the Collateral and Liens and the termination and discharge of the Credit Agreement and the Security Agreements, and the WestLB Lenders agree to accept such Cash, Units and Series 1 LLC Interest Secured Notes in exchange for and in full satisfaction of the Credit Agreement Obligations and to release the Collateral and Liens and terminate and discharge the Credit Agreement and the Security Agreements (the “Exchange”). (b) The closing of the Exchange and the other transactions between the Parties hereto contemplated herein shall occur at the offices of Company Counsel in New York, New York (the “Closing”), or such other place as the Parties hereto shall agree, at 11:00 a.m. New York time, on March 31, 2011 or such later date as the Parties may agree (such date and time of delivery the “Closing Date”). The CT Entities and the Administrative Agent and WestLB Lenders hereby agree that prior to or at the Closing of the Exchange the following transactions will occur and items will be delivered: (i) The LLC Agreement of each of CT Series 1 Note Issuer and CT Legacy REIT Holdings, in the form attached as Exhibits E-1 and E-2 hereto, shall become effective, and each WestLB Lender, upon delivery of the Units, shall execute and deliver a counterpart signature page to the LLC Agreement of CT Legacy REIT Holdings as contemplated therein. (ii) CT will pay the Cash to each WestLB Lender in the amounts set forth next to each WestLB Le...
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Exchange and Closing. Subject to the terms and conditions of this Agreement, as soon as practicable hereafter but in no event later than three (3) business days after the conditions set forth in Sections 3 and 4 are satisfied or waived (the “Closing Date”), (i) each Holder shall, severally and not jointly, surrender, transfer and deliver to the Company, together with all right, title and interest in and to, and all claims in respect of or arising or having arisen as a result of such Holder’s status as a holder of, the amount of the Class B Common Stock set forth opposite such Holder’s name on Appendix A and (ii) solely in exchange therefor and concurrently therewith, the Company shall issue and deliver to the Holders in the aggregate 1,050,012 shares of Common Stock and $12,000,000 in cash, with the total number of shares of Common Stock and the aggregate amount of cash to be received by each Holder set forth opposite such Holder’s name on Appendix B. Prior to the Closing Date, each Holder may provide the Company with a written statement specifying the particular shares of such Holder’s Class B Common Stock exchanged for (i) Common Stock and (ii) cash.
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Exchange and Closing. 36 7 Indemnity ............................................................................................................................. 38 8 Hive Out Agreement Warranty ........................................................................................... 40 9 Employee share plans ........................................................................................................ 40 10
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Exchange and Closing. (a) Upon the following terms and subject to the conditions contained herein, Holder agrees to acquire from the Company the number of shares of Series E Preferred Stock set forth on the Holder’s signature page to this Agreement in exchange for and in consideration of all of such Holder’s rights, title and interest in and to the 28,000 shares of Series B Preferred Stock owned by the Holder. In accordance with the terms and conditions of this Agreement, Holder shall deliver and surrender to the Company at its principal offices for cancellation certificates representing all of the shares of Series B Preferred Stock owned by Holder, free and clear of any liens, claims, charges, security interest or other legal or equitable Encumbrances in exchange for a certificate representing such number of shares of Series E Preferred Stock set forth on the Holder’s signature page to this Agreement. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of Company’s counsel or such other location and on such Business Day as the parties shall mutually agree. (b) Assuming the accuracy of the representations and warranties of the Company and the Holder set forth in Sections 2 and 3, respectively, of this Agreement, the parties acknowledge and agree that the purpose of such representations and warranties is, among other things, to ensure that the exchange transaction contemplated hereby qualifies as an exchange of securities under Section 3(a)(9) of the Securities Act. (c) In the event Holder has lost his, her or its physical certificate(s) representing its shares of Series B Preferred Stock, or such certificate(s) were lost, stolen or destroyed, Holder shall, instead of returning such physical certificate(s), execute and deliver to the Company an affidavit of loss and indemnification undertaking (in a form acceptable to the Company) with respect to such shares of Series B Preferred Stock and in which instrument the Holder acknowledges that the shares of Series B Preferred Stock are cancelled in all respect in consideration of the Company’s issuance of the shares of Series E Preferred Stock hereunder.
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Exchange and Closing. 3 2.1 The Exchange ..................................................................................................................... 3 2.2 Closing ................................................................................................................................ 3 2.3 Status of Subordinated Note after Closing ......................................................................... 3
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Exchange and Closing 
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Related to Exchange and Closing

  • Third Closing (a) If (i) the Company publicly announces the Third Closing Milestone Event and following such announcement the average VWAP of the Common Stock for each of the immediately subsequent five (5) Trading Days is at least $0.7325 per share (as adjusted for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement and prior to the Third Closing Date (which is 125% of the Per Share Purchase Price)) or (ii) the Company receives written notice from a Purchaser waiving subsection (i) above and desires to effect the Third Closing (as to the Subscription Amount of such waiving Purchaser only), then the Company will promptly distribute (and in any event within two (2) Trading Days of such public announcement and achievement of (i) above or receipt of such written notice pursuant to (ii) above) to each Purchaser a notice identifying the date of the Third Closing. If Company terminates the Niyad NEPHRO CRRT study then the right of a Purchaser to request a Third Closing shall terminate, and the Company shall be under no obligation to sell and issue any further Securities to the Purchasers. (b) On or prior to the Third Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) the Company shall have provided each Purchaser with the Company’s wire instructions; (ii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to establish via the direct registration system a book-entry notation for that number of Shares equal to such Purchaser’s Third Closing Subscription Amount applicable to the Shares divided by the Per Share Purchase Price and registered in the name of such Purchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrants, if applicable); (iii) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Third Closing Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment therein; (iv) a legal opinion of Company Counsel, directed to the Purchasers, in form and substance reasonably acceptable to the Purchasers; and (c) On or prior to the Third Closing Date, each Purchaser shall deliver or cause to be delivered to the Company such Purchaser’s Third Closing Subscription Amount by wire transfer to the account specified in writing by the Company.

  • CLOSING AND CLOSING DATE 3.1 Subject to the terms and conditions set forth herein, the Closing Date shall be April 27, 2007, or such other date as the parties may agree. All acts taking place at the closing of the transactions provided for in this Agreement (Closing) shall be deemed to take place simultaneously as of the close of business on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time or such later time on that date as the Acquired Funds net asset value and/or the net asset value per share of each class of shares of the Acquiring Fund is calculated in accordance with paragraph 2.2 and after the declaration of any dividends. The Closing shall be held at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP or at such other time and/or place as the parties may agree. 3.2 The Acquired Entity shall direct State Street Bank and Trust Company (the Custodian) to transfer ownership of the Assets from the accounts of the Acquired Fund that the Custodian maintains as custodian for the Acquired Fund to the accounts of the Acquiring Fund that the Custodian maintains as custodian for the Acquiring Fund and to deliver to the Acquiring Entity, at the Closing, a certificate of an authorized officer stating that (i) the Assets of the Acquired Fund have been so transferred as of the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets of the Acquired Fund, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. 3.3 The Acquired Entity shall direct PFPC Inc., in its capacity as transfer agent for the Acquired Fund (Transfer Agent), to deliver to the Acquiring Entity at the Closing a certificate of an authorized officer stating that its records contain the name and address of each Acquired Fund Shareholder and the number and percentage ownership of each outstanding class of Acquired Fund Shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall deliver to the Secretary of the Acquired Fund a confirmation evidencing that (a) the appropriate number of Acquiring Fund Shares have been credited to the Acquired Funds account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.5 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.5. At the Closing, each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the other party or its counsel may reasonably request. 3.4 In the event that on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each, an Exchange) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Acquired Fund or the Acquiring Fund is impracticable (in the judgment of the Acquiring Entity Board with respect to the Acquiring Fund and the Acquired Entity Board with respect to the Acquired Fund), the Closing Date shall be postponed until the first Friday (that is also a business day) after the day when trading shall have been fully resumed and reporting shall have been restored.

  • Second Closing The second closing (the “Second Closing” and together with the Initial Closing, each a “Closing”) of the transactions contemplated hereby shall be held at the offices of Fenwick & West LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ within one business day following the date on which the last of the conditions set forth in Articles 6 and 7 (including the conditions described in Section 6(p)) have been satisfied or waived in accordance with this Agreement (such date, the “Second Closing Date” and together with the Initial Closing Date, each a “Closing Date”), or at such other time and place as the Company and the Investors mutually agree upon. At the Second Closing, each Investor shall pay the Company the applicable Total Purchase Price by Exchange of the aggregate principle amount of the Outstanding Convertible Notes as set forth next to such Investor’s name on Schedule I-B hereto. At the Second Closing, the Company shall deliver to each Investor a single stock certificate representing the number of Shares purchased by such Investor at the Second Closing, as set forth next to such Investor’s name on Schedule I-B hereto, such stock certificate to be registered in the name of such Investor, or in such nominee’s or nominees’ name(s) as designated by such Investor in writing in the Investor Suitability Questionnaire, against payment of the purchase price therefor by the Exchange of the aggregate principle amount of the Outstanding Convertible Notes being Exchanged by such applicable Investor at the Second Closing. Each Investor agrees that each such Outstanding Convertible Note or Notes held by such Investor and set forth next to such Investor’s name on Schedule I-B is cancelled as of the Second Closing and all principal and interest outstanding thereunder shall be Exchanged as reflected on Schedule I-B as of the Second Closing Date; provided that to the extent only a portion of the principal and interest outstanding thereunder shall be converted or exchanged as reflected on Schedule I-B as of the Second Closing Date, then the Company shall issue a new convertible promissory note to such Investor reflecting the remaining principal and interest outstanding under such Outstanding Convertible Note or Notes after giving effect to the Exchange contemplated hereby.

  • Pre-Closing Transactions Prior to the purchase of the Initial Securities on the Closing Date, the Pre-Closing Transactions shall have been duly consummated at the respective times and on the terms contemplated by this Agreement, the General Disclosure Package and the Prospectus and the Representatives shall have received such evidence that the Pre-Closing Transactions have been consummated as the Representatives may reasonably request.