Exchange of Common Shares Clause Samples

The "Exchange of Common Shares" clause defines the terms and conditions under which holders of common shares may exchange their shares for other securities or assets, typically as part of a merger, acquisition, or corporate restructuring. This clause outlines the process for exchanging shares, including the exchange ratio, timing, and any requirements shareholders must meet to participate. For example, it may specify that each common share will be exchanged for a set number of shares in the acquiring company or for a cash payment. The core function of this clause is to provide a clear and orderly mechanism for converting ownership interests during significant corporate transactions, ensuring fairness and transparency for all parties involved.
Exchange of Common Shares. (a) In full consideration for the Exchange of each share of Class A Common Stock set forth below the Exchanging Party's name on the signature page hereof (the "Common Shares"), the Company agrees to issue the Exchanging Party one (1) share of Series C Convertible Preferred Stock of the Company (the "Preferred Shares"). i.e., each one (1) Common Share shall be Exchanged for one (1) Preferred Share. (b) Within five (5) days of the Parties entry into this Agreement, the Exchanging Party shall deliver to the Company the certificate(s) representing the Common Shares, duly endorsed in blank or accompanied by stock powers duly endorsed in blank, with medallion signature guaranty (such date received by the Company, the "Delivery Date"). (c) Within five (5) days of the Delivery Date, the Company shall issue a certificate to the Exchanging Party evidencing the Preferred Shares due as a result of the Exchange.
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Exchange of Common Shares. Certificates representing the Common Shares shall have been tendered to Purchaser in accordance with the terms of this Agreement.
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Exchange of Common Shares. Stockholder shall have exchanged not less than 88% of the Common Shares it owns, either of record or bene- ficially, for redeemable preferred common stock of the Company in accordance with Section 7.3 of the Stockholders Agreement.
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Exchange of Common Shares. Subject to the terms and conditions hereof, Shareholder shall acquire from Noble and Noble shall issue to Shareholder Four Hundred (400) shares of Noble's common stock (the "Noble Shares") on the date hereof in exchange for Five Thousand (5,000) common shares of Skandy Corporation, which represent all of the issued and outstanding capital stock of Skandy ("Skandy Shares").
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Exchange of Common Shares. Pursuant to the terms of the Arrangement Agreement, the Common Shares will be immediately exchanged for Amalco Shares following the satisfaction of the Release Conditions on the basis of 0.6667 of an Amalco Share for each Common Share held. Upon the written direction of Amalco, the Subscription Receipt Agent shall deliver such direction to the registrar and transfer agent of the Amalco Shares, to issue, countersign, register and deliver certificates, or in the case of the Depositary, to cause to be issued a book entry only system confirmation, representing such Amalco Shares to the holders of Common Shares that have been issued upon the automatic conversion of the Subscription Receipts.
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Exchange of Common Shares. Subject to the terms and conditions hereof, NIL shall acquire from NCS and NCS shall issue to NIL, Fifteen Thousand (15,000) shares of NCS's common stock (the "NCS Shares") on the date hereof in exchange for Thirty Nine Thousand Nine Hundred Fifty Six (39,956) common shares of Prestolock; Thirty Thousand (30,000) common shares of Vassar; One Thousand Eight Hundred Fifty (1,850) common shares of Monroe and Five Thousand (5,000) common shares of Skandy, which represent all of the issued and outstanding capital stock of Prestolock, Vassar, Monroe and Skandy (collectively the "Common Shares").
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Exchange of Common Shares. Subject to the terms and conditions hereof, NIL shall acquire from NMT and NMT shall issue to NIL Ten Thousand (10,000) of NMT's common stock (the "NMT Shares") on the date hereof in exchange for One Thousand Fifty Three (1,053) common shares of Utilase, Inc. (the "Utilase Shares"), Three Thousand Five Hundred Eighty Two (3,582) common shares of NMP (the "NMP Shares") and Five Thousand (5,000) common shares of Utilase Production Process, Inc. (the "UPP Shares") which represent all of the issued and outstanding capital stock of Utilase, NMP and UPP (collectively the "Common Shares").
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Exchange of Common Shares. Upon the terms and subject to the conditions contained herein, on the Closing Date, the Company will issue to each Purchaser that number of Common Shares set forth opposite such Purchaser's name on Schedule 1 hereto under the title "Common Shares to be Acquired", except that (a) Bank of America, N.A. hereby requests, and the Company agrees, that (i) 387, 277 shares of Common Stock convertible for $2,999,113.13 of its Pre-Conversion Outstanding Indebtedness to be issued to it pursuant to this Section 2.1 be issued to General Electric Capital Corporation and (ii) 1,156,992 shares of Common Stock convertible for $8,498,829.01 of its Pre-Conversion Outstanding Indebtedness to be issued to it pursuant to this Section 2.1 be issued to Anchorage Capital Master Offshore, Ltd, (b) ▇▇▇▇▇▇▇ Capital Management, ▇▇ ▇▇ hereby requests, and the Company agrees, that 387,391 shares of Common Stock convertible for $3,000,000.000 of its Pre-Conversion Outstanding Indebtedness to be issued to it pursuant to this Section 2.1 be issued to Bank of America, N.A., (c) ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bank hereby requests, and the Company agrees, that all of the shares of Common Stock to be issued to it pursuant to this Section 2.1 be issued to Chart Holding Corp and (d) SPS High Yield Loan Trading. hereby requests that all of the shares of Common Stock to be issued to it pursuant to this Section 2.1 be issued to Chart Holding Corp. Each Acquiring Entity shall be a beneficiary of this Section 2.1.
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Exchange of Common Shares 
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Related to Exchange of Common Shares

  • Sale of Common Stock Subject to the terms and conditions of this Agreement, Company hereby agrees to sell to Purchaser and Purchaser hereby agrees to purchase from Company an aggregate of 110,000 shares of Company's Common Stock (the "Shares"), at the purchase price of $2.06 per share for an aggregate purchase price of $226,600.

  • Conversion of Common Stock In case all or any portion of the authorized and outstanding shares of Common Stock of the Company are redeemed or converted or reclassified into other securities or property pursuant to the Company's Certificate of Incorporation or otherwise, or the Common Stock otherwise ceases to exist, then, in such case, the Holder of this Warrant, upon exercise hereof at any time after the date on which the Common Stock is so redeemed or converted, reclassified or ceases to exist (the "TERMINATION DATE"), shall receive, in lieu of the number of shares of Common Stock that would have been issuable upon such exercise immediately prior to the Termination Date, the securities or property that would have been received if this Warrant had been exercised in full and the Common Stock received thereupon had been simultaneously converted immediately prior to the Termination Date, all subject to further adjustment as provided in this Warrant. Additionally, the Purchase Price shall be immediately adjusted such that the aggregate Purchase Price of the maximum number of securities or other property for which this Warrant is exercisable immediately after the Termination Date is equal to the aggregate Purchase Price of the maximum number of shares of Common Stock for which this Warrant was exercisable immediately prior to the Termination Date, all subject to further adjustment as provided herein.

  • Registration of Common Stock The Company agrees that prior to the commencement of the Exercise Period, it shall file with the Securities and Exchange Commission a post-effective amendment to the Registration Statement, or a new registration statement, for the registration, under the Act, of, and it shall take such action as is necessary to qualify for sale, in those states in which the Warrants were initially offered by the Company, the Common Stock issuable upon exercise of the Warrants. In either case, the Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement until the expiration of the Warrants in accordance with the provisions of this Agreement. The provisions of this Section 7.4 may not be modified, amended or deleted without the prior written consent of EBC.

  • Registration of Shares of Common Stock The Company agrees that as soon as practicable after the closing of its initial Business Combination, it shall use its best efforts to file with the Securities and Exchange Commission a registration statement for the registration, under the Act, of the shares of Common Stock issuable upon exercise of the Warrants, and it shall use its best efforts to take such action as is necessary to register or qualify for sale, in those states in which the Warrants were initially offered by the Company and in those states where holders of Warrants then reside, the shares of Common Stock issuable upon exercise of the Warrants, to the extent an exemption is not available. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Warrants in accordance with the provisions of this Agreement. If any such registration statement has not been declared effective by the 90th day following the closing of the Business Combination, holders of the Warrants shall have the right, during the period beginning on the 91st day after the closing of the Business Combination and ending upon such registration statement being declared effective by the Securities and Exchange Commission, and during any other period when the Company shall fail to have maintained an effective registration statement covering the shares of Common Stock issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis” as determined in accordance with Section 3.3.1(c). The Company shall provide the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience) stating that (i) the exercise of the Warrants on a cashless basis in accordance with this Section 7.4 is not required to be registered under the Act and (ii) the shares of Common Stock issued upon such exercise will be freely tradable under U.S. federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Act) of the Company and, accordingly, will not be required to bear a restrictive legend. For the avoidance of any doubt, unless and until all of the Warrants have been exercised on a cashless basis, the Company shall continue to be obligated to comply with its registration obligations under the first three sentences of this Section 7.4. The provisions of this Section 7.4 may not be modified, amended, or deleted without the prior written consent of the Representative.

  • Issuance of Shares of Common Stock Unless a Termination Event, an Early Settlement or a Fundamental Change Early Settlement shall have occurred, subject to Section 5.05(b), on the Purchase Contract Settlement Date upon receipt of the aggregate Purchase Price payable on all Outstanding Units in accordance with Section 5.03 above, the Company shall issue and deposit with the Purchase Contract Agent, for the benefit of the Holders of the Outstanding Units, one or more certificates representing newly issued shares of Common Stock registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for shares of Common Stock, together with any dividends or distributions for which a record date and payment date for such dividend or distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the “Purchase Contract Settlement Fund”) to which the Holders are entitled hereunder. Subject to the foregoing, upon surrender of a Certificate to the Purchase Contract Agent on or after the Purchase Contract Settlement Date, Early Settlement Date or Fundamental Change Early Settlement Date, as the case may be, together with settlement instructions thereon duly completed and executed, the Holder of such Certificate shall be entitled to receive forthwith in exchange therefor a certificate representing that number of newly issued whole shares of Common Stock which such Holder is entitled to receive pursuant to the provisions of this Article 5 (after taking into account all Units then held by such Holder), together with cash in lieu of fractional shares as provided in Section 5.09 and any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in the name of the Holder or the Holder’s designee as specified in the settlement instructions provided by the Holder to the Purchase Contract Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered in the name of a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered (but excluding any Depositary or nominee thereof), no such registration shall be made unless and until the Person requesting such registration has paid any transfer and other taxes (including any applicable stamp taxes) required by reason of such registration in a name other than that of the registered Holder of the Certificate evidencing such Purchase Contract or has established to the satisfaction of the Company that such tax either has been paid or is not payable.