Exchange of the Securities Clause Samples

Exchange of the Securities. 1.1 Subject to the terms and conditions hereof, as soon as practicable following the execution of the Agreement, Odyssey shall receive from the Fairfax Subsidiaries, and the Fairfax Subsidiaries shall transfer to Odyssey, all of the Securities. 1.2 The aggregate exchange consideration for the Securities shall be (a) $233.5 million in cash (the "Cash Consideration") payable to TIG, as to $85 million, and ORH Holdings, as to $148.5 million), (b) a term note (the "Note"), issued to and registered in the name of TIG in the form of Exhibit A hereto, in aggregate principal amount of $200 million (c) 48,000,000 shares (the "Exchange Shares") of common stock of Odyssey registered in the names of TIG, as to 41,833,333 Exchange Shares, and ORH Holdings, as to 6,166,667 Exchange Shares (collectively, the Cash Consideration, the Note and the Exchange Shares are referred to as the "Exchange Consideration"). 1.3 As soon as practicable following the execution of this Agreement, the Fairfax Subsidiaries shall deliver or cause to be delivered to Odyssey: (a) stock certificates evidencing the Securities endorsed in blank, or accompanied by stock powers duly executed in blank, in form satisfactory to Odyssey (see the form of stock powers attached); and (b) receipts for the Exchange Consideration. 1.4 As soon as practicable following the execution of this Agreement, Odyssey shall deliver to the Fairfax Subsidiaries the Exchange Consideration.
View SourceView Similar (2)
Exchange of the Securities 
View SourceView Similar (6)

Related to Exchange of the Securities

  • Issuance of the Securities The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents. The Underlying Shares, when issued in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents. The Company has reserved from its duly authorized capital stock a number of shares of Common Stock for issuance of the Underlying Shares at least equal to the Required Minimum on the date hereof.

  • Public Offering of the Securities The Representatives hereby advise the Company that the Underwriters intend to offer for sale to the public, as described in the Disclosure Package and the Prospectus, their respective portions of the Securities as soon after the Execution Time as the Representatives, in their sole judgment, have determined is advisable and practicable.

  • Purchase of the Securities On the Closing Date (as defined below), the Company shall issue and sell to the Buyer and the Buyer agrees to purchase from the Company the Securities as is set forth immediately below the Buyer’s name on the signature pages hereto.

  • Title of the Securities There shall be a Series of Securities designated the “2.800% Senior Notes due 2031.”

  • Registration of the Shares (i) The Company shall use its reasonable best efforts to prepare and file with the SEC, by August 31, 2011, a Registration Statement under the Securities Act to permit the public sale of the Restricted Stock and use its reasonable best efforts to cause such Registration Statement to be declared effective by the SEC as soon as reasonably practicable thereafter. The Selling Stockholders shall furnish such information as may be reasonably requested by the Company in order to include such Restricted Stock in such Registration Statement. If the Selling Stockholders decide not to include all or any portion of their Restricted Stock in such Registration Statement, then the Company shall have no further obligation to include such Restricted Stock in any subsequent Registration Statement or Registration Statements as may be filed by the Company with respect to offerings of its securities. (ii) In the event that any registration pursuant to Section 7(b)(i) shall be, in whole or in part, an underwritten public offering of Common Stock on behalf of the Company, all Selling Stockholders proposing to distribute their Restricted Stock through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. If the managing underwriter thereof advises the Company in writing that in its opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company, the Company shall include in such registration: (A) first, the securities the Company proposes to sell, and (B) second, the Restricted Stock and any other registrable securities eligible and requested to be included in such registration to the extent that the number of shares to be registered under this clause (B) will not, in the opinion of the managing underwriter, adversely affect the offering of the securities pursuant to clause (A). In such a case, shares shall be registered pro rata among the holders of such Restricted Stock and registrable securities on the basis of the number of shares eligible for registration that are owned by all such holders and requested to be included in such registration. (iii) Notwithstanding anything to the contrary contained herein, the Company's obligation in Sections 7(b)(i) and (ii) above shall extend only to the inclusion of the Restricted Stock in a Registration Statement. The Company shall have no obligation to assure the terms and conditions of distribution, to obtain a commitment from an underwriter relative to the sale of the Restricted Stock, or to otherwise assume any responsibility for the manner, price or terms of the distribution of the Restricted Stock. (iv) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 7(b) prior to the effectiveness of such registration without thereby incurring liability to the holders of the Restricted Stock, regardless of whether any holder has elected to include securities in such registration. The Registration Expenses (as defined in Section 7(e)) of such withdrawn registration shall be borne by the Company in accordance with Section 7(d) hereof.