EXCHANGE OF NOTES AND WARRANTS Sample Clauses

EXCHANGE OF NOTES AND WARRANTS. Subject to the terms of this Agreement, each Note and each Warrant of the Investor shall be exchangeable into Exchange Shares from time to time, on the terms and conditions set forth in this Agreement and shall not be limited by any event or circumstance affecting the Company or whether or not the Company is in compliance with its obligations under the Notes and/or Warrants, except as expressly set forth herein.
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EXCHANGE OF NOTES AND WARRANTS. CANCELLATION OF SURRENDERED NOTES
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EXCHANGE OF NOTES AND WARRANTS. The Company has authorized and proposes to issue and sell to the Purchaser two replacement notes (the "Replacement Notes") in exchange for the surrender by the Purchaser of the Old Notes. The Replacement Notes shall be dated their date of issue, shall mature and bear interest and shall have such other terms and conditions as are set forth in Exhibit A attached hereto. The Company has also authorized and proposes to issue and sell to the Purchaser two replacement warrants (the "Replacement Warrants") in exchange for the surrender by the Purchaser of the Old Warrants. The Replacement Warrants shall be dated their date of issue and shall have such other terms and conditions as are set forth in Exhibit B attached hereto.
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EXCHANGE OF NOTES AND WARRANTS. Conversion of Preferred Stock;
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EXCHANGE OF NOTES AND WARRANTS. Notes or Warrants of any denomination may be exchanged for Notes or Warrants, as applicable, of any other denomination or denominations, any such exchange to be for Notes or Warrants, as applicable, of an equivalent aggregate principal amount, at the expense of the Company and/or the Parent, as applicable. Exchanges of Notes or Warrants may be made at the Registered and Record Offices of the Company and/or the Parent, as applicable. Any Notes or Warrants tendered for exchange shall be cancelled. The Company and/or the Parent, as applicable, shall execute all Notes and Warrants necessary to carry out such exchanges.
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EXCHANGE OF NOTES AND WARRANTS. On or after the Amendment Effective Date and upon surrender of each existing Note and existing Warrant held by each Purchaser, the Company agrees to execute and deliver to such Purchaser a new Note in the form of Annex A to this Amendment and a new Warrant in the form of Annex B to this Amendment, in each case with appropriate insertions reflecting the same amounts as the existing Note and Warrant. In such exchange, the parties agree that no commission or other remuneration will be paid or given directly or indirectly for soliciting such exchange. On and after the Amendment Effective Date, any existing Notes and existing Warrants outstanding and not exchanged pursuant to this Section 6 shall be deemed to have such terms and conditions as set forth in the new form of Note set forth in Annex A and the new form of Warrant set forth in Annex B.
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Related to EXCHANGE OF NOTES AND WARRANTS

  • Purchase of Notes and Warrants On the Closing Date (as defined below), the Company shall issue and sell to each Buyer and each Buyer severally agrees to purchase from the Company such principal amount of Notes and number of Warrants as is set forth immediately below such Buyer's name on the signature pages hereto.

  • Purchase and Sale of Notes and Warrants (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase (in the amounts set forth in Exhibit A hereto) from the Company, secured promissory notes in the aggregate principal amount of up to Three Million Dollars ($3,000,000), in substantially the form attached hereto as Exhibit B (the “Notes”). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), including Regulation D (“Regulation D”), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder. (b) Upon the following terms and conditions and for no additional consideration, each of the Purchasers shall be issued at the Initial Closing Date (as defined below) Warrants, in substantially the form attached hereto as Exhibit C (the “Warrants”), to purchase an aggregate of up to 2,000,000 shares of the Company’s common stock, no par value (the “Common Stock”). The Warrants shall expire seven (7) years following the Initial Closing Date and shall have an exercise price per share equal to the Warrant Price (as defined in the Warrant).

  • Exchange of Notes A Noteholder may exchange Notes for other Notes of the same Class by surrendering the Notes to be exchanged at the office or agency of the Issuer maintained under Section 3.2. If the requirements of Section 8-401(a) of the UCC are met, the Issuer will execute, the Indenture Trustee will authenticate and the Noteholder will receive from the Indenture Trustee new Notes of the same Class, in the same principal amount.

  • Notes and Warrants At or prior to the Closing, the Company shall have delivered to the Purchasers the Notes (in such denominations as each Purchaser may request) and the Warrants (in such denominations as each Purchaser may request).

  • Exclusion of Private Placement Warrants and Working Capital Warrants The Company agrees that the redemption rights provided in this Section 6 shall not apply to the Private Placement Warrants or the Working Capital Warrants if at the time of the redemption such Private Placement Warrants or the Working Capital Warrants continue to be held by the Sponsor or any Permitted Transferees, as applicable. However, once such Private Placement Warrants or Working Capital Warrants are transferred (other than to Permitted Transferees under Section 2.6), the Company may redeem the Private Placement Warrants and the Working Capital Warrants, provided that the criteria for redemption are met, including the opportunity of the holder of such Private Placement Warrants or the Working Capital Warrants to exercise the Private Placement Warrants and the Working Capital Warrants prior to redemption pursuant to Section 6.3. Private Placement Warrants and Working Capital Warrants that are transferred to persons other than Permitted Transferees shall upon such transfer cease to be Private Placement Warrants or Working Capital Warrants and shall become Public Warrants under this Agreement.