Common use of Exchange and Exercise Clause in Contracts

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.

Appears in 2 contracts

Sources: Stock Purchase, Exchange and Recapitalization Agreement, Stock Purchase, Exchange and Recapitalization Agreement (Lighting Science Group Corp)