Exchange and Exercise Clause Samples

The Exchange and Exercise clause defines the terms under which a party can convert or swap one type of security, right, or instrument for another, or exercise an option or warrant. Typically, this clause outlines the procedures, timing, and conditions required for such exchanges or exercises, such as notice periods, payment of exercise price, and any restrictions or limitations. Its core practical function is to provide a clear and structured process for parties to realize the value of their rights or investments, reducing uncertainty and potential disputes over how and when these actions can occur.
Exchange and Exercise. (a) Immediately prior to the Effective Time (but immediately after the Specified LLC Option Exercise (as defined below)) and pursuant to Sections 11.01 through 11.03 of the Holdings LLC Agreement, all of the LLC Units owned by each of the LLC Optionholders (after giving effect to the Specified LLC Option Exercise) shall be exchanged directly with Company on a one-for-one basis for shares of Company Class A Common Stock (the “Resulting Shares”) (each such Exchange shall be collectively referred to herein as the “Specified Exchange”). (b) Immediately prior to the Effective Time and simultaneous with the consummation of the Specified Exchange, Company shall (i) issue to each of the LLC Optionholders such LLC Optionholder’s Resulting Shares and (ii) duly deliver to each LLC Optionholder a certificate issued in the name of such LLC Optionholder representing such LLC Optionholder’s Resulting Shares, duly executed by the appropriate officers of Company and duly recorded on the books of Company or its transfer agent in the name of such LLC Optionholder. Company covenants that all shares of Company Class A Common Stock issuable to the LLC Optionholders in the Specified Exchange will, upon issuance, be validly issued, fully paid and non-assessable, free and clear of all taxes and Liens of any kind (except for transfer restrictions of general applicability as may be provided under the Securities Act and state securities laws). (c) The LLC Optionholders, Holdings and Company hereby (i) agree that this Agreement shall constitute the Redemption Notice, the Contribution Notice and the Exchange Election Notice for a Share Settlement pursuant to the Holdings LLC Agreement and (ii) irrevocably waive any notice periods required or permitted by the Holdings LLC Agreement in connection with the Specified Exchange and any obligation to deliver any other notices or elections thereunder. Subject to Section 6(a) hereof, the LLC Optionholders, Holdings and Company hereby irrevocably waive the right to, as applicable, deliver a Retraction Notice or otherwise revoke the Redemption Notice, Contribution Notice or Exchange Election Notice. Company irrevocably agrees that the Specified Exchange will be a Direct Exchange made by means of a Share Settlement. Any capitalized terms used but not defined in this Section 1(c) shall have the meanings set forth in the Holdings LLC Agreement. For the avoidance of doubt, if this Agreement is terminated, any elections hereunder shall be null and voi...
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Exchange and Exercise. Upon the terms and conditions set forth herein, in accordance with Section 1.01: (i) the Investors shall exchange: (A) all shares of Series B Preferred Stock, (B) all shares of Series C Preferred Stock and (C) all Series E Units held by the Investors for 32,505,006 shares of Common Stock (the “Exchange Shares”), and the Investors’ rights to receive any accrued or declared but unpaid dividends on such shares of Series B Preferred Stock, Series C Preferred Stock and Series E Preferred Stock shall be cancelled; (ii) the Investors shall deliver to the Company certificates representing (A) 2,000,000 shares of Series B Preferred Stock, (B) 239,975 shares of Series C Preferred Stock and (C) 235,295 Series E Units; and (iii) the Company shall deliver to the Investors duly executed certificates representing the Exchange Shares in the respective amounts and names of the Investors as specified on Schedule 1.04 hereto; and (b) (i) the Investors shall exercise that certain Series C Warrant No. 112 representing the right to purchase 3,599,618 shares of Common Stock (which has since the date of issuance adjusted to the right to purchase 3,605,313 shares of Common Stock) on a cashless or net exercise basis pursuant to its terms (for purposes of such exercise, the “market price” of Common Stock shall be calculated as its last quoted sales price on the OTC Bulletin Board on the trading day immediately preceding the date hereof) for 1,846,882 shares of Common Stock (the “Series C Warrant Shares”), and (ii) the Company shall deliver to the Investors duly executed certificates representing the Series C Warrant Shares in the respective amounts and names of the Investors as specified on Schedule 1.04 hereto.
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Related to Exchange and Exercise

  • Vesting and Exercise Once vested, this Warrant may be exercised as -------------------- to such vested portion whether or not at the time of such exercise the Warrantholder is an employee of (or consultant to) the Company (or one or more of its subsidiaries); however, this Warrant shall automatically terminate as to any unvested portion at any such time as the Warrantholder is no longer employed by (or a consultant to) the Company (or any of its subsidiaries). If this Warrant is not exercised prior to 5:00 P.M. on the Expiration Date (or the next succeeding Business Day, if the Expiration Date is a Nonbusiness Day), this Warrant, or any new Warrant issued pursuant to Section 1.1, shall cease to be exercisable and shall become void and all rights of the Warrantholder hereunder shall cease. This Warrant shall not be exercisable, and no Warrant Shares shall be issued hereunder, prior to 9:00 A.M., New York City time, on the applicable Exercise Date.

  • Early Redemption and Exercise of Options 10.01 If the Issuer intends (other than consequent upon an Issuer Event of Default) to redeem all or any of the Covered Bonds prior to their stated maturity date or to exercise any other option under the Conditions, it shall, not less than 14 days prior to the latest date for the publication of the notice of redemption or of exercise of the Issuer’s option required to be given to the Holders of any Covered Bonds, give written notice of such intention to the Bond Trustee and the Issuing and Paying Agent or, in the case of Registered Covered Bonds, the Registrar (copied to the Issuing and Paying Agent) stating the date on which such Covered Bonds are to be redeemed or such option is to be exercised. 10.02 In respect of any Covered Bonds to which Condition 6.07 applies or which carries any other right of redemption or other right exercisable at the option of the Holders of such Covered Bonds, the Issuer will provide the Paying Agents or, in the case of Registered Covered Bonds, the Registrar with copies of the form of the current redemption notice or exercise notice and the Paying Agents or, as the case may be, the Registrar will make available forms of the current redemption notice or exercise notice to Holders of Covered Bonds upon request during usual business hours at their respective specified offices. Upon receipt of any Covered Bond deposited in the exercise of such option, the Paying Agent or, in the case of Registered Covered Bonds, the Registrar with which such Covered Bond is deposited shall hold such Covered Bond (together with, in the case of a Definitive Covered Bond, any Receipts and/or Coupons relating to it deposited with it) on behalf of the depositing Holder of such Covered Bond (but shall not, save as provided below, release it) until the due date for redemption of the relevant Covered Bond consequent upon the exercise of such option, or, as the case may be, the date upon which the exercise of such option takes effect when, in the case of redemption and subject as provided below, it shall present such Covered Bond (and any such Receipts and/or Coupons) to itself for payment in accordance with the Conditions and shall pay such moneys in accordance with the directions of the Holder of the Covered Bond contained in the relevant redemption notice. In the case of an exercise of any other option, the relevant Paying Agent or, in the case of Registered Covered Bonds, the Registrar, shall take such steps as may be required to be taken by it in the Conditions. If, prior to such due date for its redemption or the date upon which the exercise of such option takes effect, an Event of Default occurs in respect of such Covered Bond or if upon due presentation payment of such redemption moneys is improperly withheld or refused, the Paying Agent concerned or, as the case may be, the Registrar shall, without prejudice to the exercise of such option, mail such Covered Bond (together with any such Receipts and/or Coupons) by uninsured post to, and at the risk of, the Holder of the relevant Covered Bond at such address as may have been given by such Holder in the relevant redemption notice. 10.03 At the end of any applicable period for the exercise of such option or, as the case may be, not later than 7 days after the latest date for the exercise of such option, in relation to Bearer Covered Bonds each Paying Agent shall promptly notify the Issuing and Paying Agent of the principal amount of the Covered Bonds in respect of which such option has been exercised with it together with their serial numbers and the Issuing and Paying Agent shall promptly notify the Issuer, the Guarantor LP and the Bond Trustee of such details and, in the case of a Global Covered Bond that is a NGCB, shall instruct the ICSDs to make appropriate entries in their records to reflect the exercise of such option and otherwise shall comply with the provisions set out in the Fifth Schedule. 10.04 At the end of any applicable period for the exercise of such option or, as the case may be, not later than 7 days after the latest date for the exercise of such option, in relation to Registered Covered Bonds, the Registrar shall promptly notify the Issuer, the Guarantor LP and the Bond Trustee of the principal amount of the Covered Bonds in respect of which such option has been exercised together with their serial numbers and in the case of a Registered Global Covered Bond held under the NSS, the European Registrar shall instruct the ICSDs to make appropriate entries in their records to reflect the exercise of such option and otherwise shall comply with the provisions set out in the Fifth Schedule.

  • Term and Exercise The Option shall expire five (5) years from the date hereof, subject to earlier termination as set forth in Section 3. Subject to the provisions of Section 3, the Option shall become exercisable in installments as set forth on the attached Face Sheet of this Agreement.

  • Vesting and Exercise of Option The Option shall vest and become exercisable during its term in accordance with the following provisions:

  • Term and Exercise of Option a. The term of this Option shall commence on the Grant Date set forth above and shall continue until the Expiration Date set forth above, unless earlier terminated as provided herein. b. This Option shall be exercisable only in the event that and to the extent that such Option has become vested and exercisable pursuant to the terms of this Section 3.b (or Sections 7 or 8 below, if applicable). Subject to the earlier termination of this Option pursuant to its terms and to the terms of the Option Plan, this Option shall vest and become exercisable as follows, but only if the Optionee is then an employee of or continues to provide services to the Company or an Affiliate at the specified time: (i) Up to twenty percent (20%) of such Option Shares (rounded down to the nearest whole share) may be purchased at any time after one (1) year from the Grant Date and prior to the termination of this Option; (ii) Up to forty percent (40%) of such Option Shares (rounded down to the nearest whole share and less any shares previously purchased pursuant to this Option that vest pursuant to this Section 3.b) may be purchased at any time after two (2) years from the Grant Date and prior to the termination of this Option; (iii) Up to sixty percent (60%) of such Option Shares (rounded down to the nearest whole share and less any shares previously purchased pursuant to this Option that vest pursuant to this Section 3.b) may be purchased at any time after three (3) years from the Grant Date and prior to the termination of this Option; (iv) Up to eighty percent (80%) of such Option Shares (rounded down to the nearest whole share and less any shares previously purchased pursuant to this Option that vest pursuant to this Section 3.b) may be purchased at any time after four (4) years from the Grant Date and prior to the termination of this Option; (v) Up to 100% of such Option Shares (less any shares previously purchased pursuant to this Option that vest pursuant to this Section 3.b) may be purchased at any time after five (5) years from the Grant Date and prior to the termination of this Option. c. To exercise this Option, the Optionee shall satisfy the following conditions: (i) deliver written notice to the Company at its principal office within the option period, which written notice must be in the form of attached Exhibit A to this Agreement, and (ii) deliver payment in full for the Option Shares with respect to which this Option is then being exercised, as provided in Section 4(a) below. d. Neither the Optionee nor the Optionee’s legal representatives, legatees or distributees, as the case may be, will be, or will be deemed to be, a holder of any Option Shares for any purpose unless and until certificates for such Option Shares are issued (or are reflected upon the official records of the Company) to the Optionee or the Optionee’s legal representatives, legatees or distributees, under the terms of the Option Plan.