Exchange Transaction Sample Clauses

Exchange Transaction. Upon the occurrence of the Qualified Dispositions (or, if the exchange occurs after a Qualified Public Offering, promptly following the determination of Exchange Percentage), the Company shall issue to Telematica a number of shares of Common Stock that correspond (taking into account such issuance) to the Exchange Percentage. The issue shall be without warranty except for customary warranties as to authorization and title.

Exchange Transaction. Parent and the Stockholder shall consummate the Exchange Transaction on the seventh (7th) Business Day (as defined in the Exchange Agreement) following the date hereof or as promptly as practicable thereafter.

Exchange Transaction. (a) At the Exchange Closing (as hereinafter defined), RSI shall issue the RSI Shares (as hereinafter defined) to the Employee in exchange (the "Exchange Transaction") for the Exchange Securities (as hereinafter defined). For purposes of this Agreement, the term "Exchange Securities" means that number (which if not a whole number shall be rounded up to the nearest whole number) of Option Shares (as hereinafter defined) equal to the product obtained by multiplying (i) the number of shares of the Employee Securities by (ii) thirty percent (30%); provided, however, that in the event the number of Option Shares is insufficient to constitute all of the Exchange Securities, the balance (but only the balance) of the Exchange Securities shall be comprised of Outstanding Shares. For purposes of this Agreement, the term "Option Shares" means shares of Common Stock issued as a result of the exercise, at or prior to the effective time of the Exchange Closing, of Options included within the Employee Securities. For purposes of this Agreement, the term "RSI Shares" means that number (which if not a whole number shall be rounded up to the nearest whole number) of shares of RSI's common stock, $0.01 par value per share ("RSI Common Stock"), equal to the quotient obtained by dividing (i) the Exchange Amount (as hereinafter defined) by (ii) $19.00. For purposes of this Agreement, the term "Exchange Amount" means thirty percent (30%) of the sum of the (i) product obtained by multiplying (A) $8.00 by (B) the number of Outstanding Shares and Option Shares and (ii) difference between the (A) product obtained by multiplying (1) $8.00 by (2) the number of Warrant Shares and shares of Common Stock issuable under Options included within the Employee Securities, if any, which have not been exercised at or prior to the effective time of the Exchange Closing and (B) aggregate exercise price of the Warrants included within the Employee Securities and Options, if any, included within the Employee Securities which have not been exercised at or prior to the effective time of the Exchange Closing. The Employee hereby acknowledges that in order to receive the RSI Shares at the Exchange Closing, he must first take all necessary action (including, without limitation, delivery of the exercise price therefor and all required exercise documentation to VANTAS) to exercise all or a portion of his Options included within the Employee Securities at or prior to the effective time of the Exchange Closi...

Exchange Transaction. At the closing ("CLOSING"), each Stockholder shall transfer, assign, grant, convey, and set over to Acquisition Co., and its successors and assigns forever, and Acquisition Co. shall accept and receive from each such Stockholder, free and clear of any and all encumbrances, all of such Stockholder's right, title, and interest in, to, and under voting shares of QV ("QV VOTING STOCK") as follows: ------------------------------------------------------------------------------ Stockholder QV Voting Stock ------------------------------------------------------------------------------ Sundog Technologies, Inc. 550,000 shares of Series A Preferred Stock RockMountain Ventures Fund, LP 107,000 shares of Series B Preferred Stock ------------------------------------------------------------------------------

Exchange Transaction. (a) In order to effect the complete cancellation of $2,000,000.10 in obligations due and owing under the Tranche A-1 Term Loan, effective upon the Closing (as defined herein), the parties hereto agree as follows: (i) the Purchaser hereby agrees that all of the liabilities, obligations and indebtedness owing by the Company to such Purchaser under the Credit Agreement and other Loan Documents (as defined in the Credit Agreement) in the amount totaling $2,000,000.10 in principal (inclusive of paid-in-kind interest), plus any accrued cash interest thereon, are hereby deemed satisfied in full, and irrevocably discharged, terminated, released, and of no further force or effect (the “Cancelled Debt”); and (ii) in exchange for such cancellation, the Company hereby authorizes and agrees to, and hereby does, issue and sell an aggregate of 6,666,667 shares of its Common Stock, at a per share price equal to $0.30 per share (the “Exchange Shares”), to the Purchaser, and has paid to the Agent (as defined in the Credit Agreement) all unpaid but accrued cash interest on the Cancelled Debt pursuant to the Credit Agreement (collectively, the “Exchange Transaction”). (b) The closing of the Exchange Transaction (the “Closing”) shall take place at 10:00 a.m. (Eastern Time) on the date hereof at the offices of King & Spalding LLP, ▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or such other place, time, and date as shall be agreed between the Company and the Purchaser (the date on which the Closing occurs, the “Closing Date”). (c) At the Closing (i) the Purchaser shall deliver to the Company or to any other person, as applicable, such documentation as is necessary under the Credit Agreement to exchange and cancel the Cancelled Debt, and (ii) the Company shall deliver to the Purchaser the Exchange Shares in book-entry form, free and clear of all liens, other than liens arising by reason of the transactions contemplated by this Agreement and applicable federal or state laws, to the account of the Purchaser with the Company’s transfer agent, which Exchange Shares shall be legended to reflect the fact that the shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and may not be resold without registration under the Securities Act or pursuant to an exemption from the registration requirements thereof.

Exchange Transaction. Both Parties shall maintain records of all transactions. The receiving Party shall pay by transferring to the supplying Party logistic support, supplies and services that are agreed between the Parties to be of equal monetary value to the logistic support, supplies and services delivered or performed by the supplying Party. If the receiving party does not complete the exchange within the terms of a replacement schedule agreed to or in effect at the time of the original transaction, within time frames which may not exceed one (1) year from the date of the original transaction, the transaction shall be deemed reimbursable and governed by paragraph 1a above, except that the price shall be established using actual or estimated prices in effect on the date payment would otherwise have been due.

Exchange Transaction. The Buyer agrees to cooperate with the Sellers in consummating this transaction as an exchange by the Sellers of like-kind properties under Internal Revenue Code Section 1031 at no additional expense or other adverse consequence to the Buyer and with no delay in the Closing, such cooperation to include, without limitation, the Buyer's purchase of the Property from a reputable intermediary of the Sellers' choice and execution of such documents in. connection therewith as the Sellers may reasonably request; provided, however, the Buyer shall not be required to accept a conveyance of record title to the Sellers' exchange property. The Sellers may assign the Sellers' rights and obligations under this Agreement, without the Buyer's consent and at any time on or prior to the Closing, to the Sellers' designated intermediary with written notice of assignment to the Buyer. The designated intermediary may, but need not, act as the agent of the Sellers in the performance of any of the Sellers' obligations under this Agreement. The Buyer agrees to accept performance of the Sellers' obligations under this Agreement from the designated intermediary and to render performance of the Buyer's obligations under this Agreement to the designated intermediary if and when requested to do so by the Sellers in writing. The Buyer further agrees that any and all warranties, liabilities, and obligations made or undertaken by the Buyer pursuant to the terms of this Agreement or in connection with the transactions contemplated by this Agreement shall be fairly enforceable by the Sellers, notwithstanding the Sellers' assignment of rights to a designated intermediary. Likewise, the Sellers agree that any and all liabilities and obligations of the Sellers to the Buyer under this Agreement shall not be released or discharged by the Sellers' assignment of their rights hereunder to a designated intermediary. The Buyer shall not be required to incur additional costs and expenses under this Agreement in connection with the Buyer's cooperation with such 1031 exchange.

Exchange Transaction. The New Notes are being issued to the Holders solely in exchange for the Outstanding Notes and the Company has not received from the Holders, directly or indirectly, any additional consideration in connection with the Exchange Transaction. The Company has not paid and will not pay, directly or indirectly, any commission or other remuneration for soliciting the Exchange Transaction. The issuance of the New Notes is exempt, and the issuance of the Underlying Common Stock will be exempt from the registration requirements of the Securities Act under the exemption from registration provided by Section 3(a)(9) of the Securities Act.

Exchange Transaction. “Exchange Transaction” means an exchange of Units for shares of Common Stock pursuant to, and in accordance with, the Exchange Agreement (or such other exchange agreement) or, if GPC Inc. and the exchanging Limited Partner shall mutually agree, a Transfer of Units to GPC Inc., the Partnership or any of their subsidiaries for other consideration.