Exchange of Preferred Stock Sample Clauses

Exchange of Preferred Stock. (a) Effective immediately, each Holder hereby irrevocably agrees to exchange all the Series F Shares held by such Holder for: (i) the number of Series G Shares having an aggregate Series G Original Issue Price equal to the sum of the aggregate Series F Original Issue Price of the Series F Shares so exchanged, plus the aggregate amount of all accrued unpaid dividends on such Series F Shares (such sum, the "Aggregate Face Amount Exchanged"); plus (ii) a number of Common Shares equal to the Aggregate Face Amount Exchanged divided by $1.00. (b) The table attached to this Agreement as Schedule I sets forth the number of Series F Shares held of record and beneficially by each Holder, the aggregate accrued unpaid dividends thereon, and the number of Series G Shares and Common Shares to be issued by the Company to the Holder in exchange therefor. The Company and each Holder acknowledge and agree that Schedule I is correct and shall be binding against the Company and each Holder absent manifest error. (c) each Holder shall be entitled to receive new certificates, representing in the aggregate the Series G Shares and Common Shares issued to such Holder pursuant to this Agreement. From and after the execution and delivery of this Agreement, certificates formerly representing Series F Shares shall represent only the right to receive such new certificates as provided in this Agreement. (d) The Series G Shares and Common Shares issued to the Holders in exchange for Series F Shares pursuant to this Agreement will not be registered under the Securities Act of 1933, as amended, in accordance with one or more exemptions from registration available under such act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. Certificates representing the Series G Shares and the Common Shares will bear a restrictive legend substantially to the following effect: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, OR APPLICABLE STATE SECURITIES LAWS, NOR THE SECURITIES LAWS OF ANY OTHER JURISDICTION. THEY MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THOSE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION THEREFROM." (e) The Company hereby represents and warrants to each Holder that the Series G Shares and Common Shares issued to such Holder hereunder are duly authorized, validly issued, fully paid and non-assessable. Each of the parties to this Agreement hereby rep...

Exchange of Preferred Stock. On the Closing Date, in exchange for the delivery by BOCO and cancellation of 250,000 Preferred Shares and the waiver, cancellation and release of all of BOCO’s right to receive dividends on such Preferred Shares, the Company shall issue and deliver to BOCO 9,375,000 Common Shares.

Exchange of Preferred Stock. On the Closing Date, in exchange for the delivery by GDBA and cancellation of 250,000 Preferred Shares and the waiver, cancellation and release of all of GDBA’s right to receive dividends on such Preferred Shares, the Company shall issue and deliver to GDBA 5,172,414 Common Shares.

Exchange of Preferred Stock. Pursuant to the terms of the Preferred Stock, the Company shall exchange all outstanding shares of the Preferred Stock for Convertible Notes on the Second Amendment Closing Date. The Exchange Date, as defined in the Certificate of Designation shall be the Second Amendment Closing Date.

Exchange of Preferred Stock. The Holders hereby agree to exchange their Preferred Stock for the same number of shares of new preferred stock on the terms set forth in the certificate of designation attached hereto as Exhibit B (the “New Preferred Certificate”). In order to facilitate such exchange, the Holders herewith delivers their certificates for Preferred Stock to the Company to be held in trust pending the closing pursuant to the Investment Agreement (the “Closing”), and upon the Closing, the Company shall cancel the certificates for Preferred Stock and execute and deliver certificates for the new preferred stock to the Holders. If the Closing does not occur on or before December 31, 2016, Company promptly thereafter shall return the certificates for the Preferred Stock to the Holders.

Exchange of Preferred Stock. Prior to the Effective Time, the Company shall exchange all outstanding shares of Series B Preferred Stock for Company Convertible Preferred Stock on a one-for-one basis and having the terms set forth in Section 4.7 of the Company Disclosure Schedule.

Exchange of Preferred Stock. Regarding Holders of Preferred Stock issued and outstanding as of the Effective Time (each, a “Participating Preferred Holder”), as soon as practicable after receipt by Exchange Agent of a Participating Preferred Holder’s Certificates and applicable Holder Documents executed and delivered in accordance with this Agreement, Exchange Agent shall deliver to that Participating Preferred Holder the amount of cash due to such Participating Preferred Holder for each share of Preferred Stock held by such Participating Preferred Holder as of the Effective Time as determined in accordance with the applicable provisions of Section 2.2 (less such Participating Preferred Holder’s portion of the Indemnity Escrow Funds and Stockholder Representative Escrow Funds).

Exchange of Preferred Stock. Subject to the terms and conditions of this Agreement, at the Closing (as defined herein) the Company shall issue to each Preferred Stockholder, in exchange for the shares of Preferred Stock then held by such Preferred Stockholder, such number of Exchange Shares set forth beside such Preferred Stockholder's name on Schedule B attached hereto (the "Exchange"). From and after the Closing, the Preferred Stock shall solely represent the right to receive the Exchange Shares hereunder.

Exchange of Preferred Stock. (a) Subject to the terms and conditions herein, the Holder shall sell, transfer, surrender and assign to the Company the Outstanding Preferred Stock and in exchange therefor, the Company shall issue to the Holder the Notes with a principal amount equal to the aggregate liquidation preference of such shares of Preferred Stock plus, without duplication, accrued and unpaid dividends thereon (rounded to the nearest multiple of $100). (b) Subject to the terms and conditions herein, the closing of the Exchange (the "Closing") shall occur immediately following the closing of the New Credit Agreement (as defined in Section 3(b)) at the offices of Paul, Weiss, Rifkind, Wharto▇ & Garrison LLP or such ▇▇▇▇▇ tim▇ ▇▇▇ ▇▇ace as the parties agree. (c) At the Closing, (i) the Holder shall deliver to the Company one or more certificates or other instruments representing the Outstanding Preferred Stock duly endorsed in blank or accompanied by appropriate instruments of transfer duly endorsed in blank, (ii) the Company and the Holder, as trustee shall enter into an indenture governing the Notes (the "Indenture") which Indenture shall be in the form attached hereto as Exhibit A (with such changes as the parties may agree), (iii) the Company shall issue the Notes (which shall be in substantially the form attached as an exhibit to the Indenture attached hereto as Exhibit A) in certificated form registered in the name of the Holder and (iv) the Holder, as trustee under the Indenture, shall authenticate the Notes. (d) The Company shall notify the Holder of the proposed closing date and the principal amount of the Notes to be issued at least two days prior to the Closing. (e) Each of the Company and the Holder agrees to execute and deliver such other documents and instruments of transfer as may be necessary to carry out the Exchange.