EXCHANGES OF EXISTING DEBT Sample Clauses

EXCHANGES OF EXISTING DEBT. At any time during the period commencing on the date hereof and ending on the date no Existing Debt remains outstanding (the “Exchange Period”), the Company and the Creditor agree, subject to Section 1(e) below, to exchange (each, an “Exchange”) all (reduced only as set forth in Section 1(e) below) of the Existing Debt into validly issued, fully paid and non-assessable shares of Common Stock (as defined below) (collectively, the “Exchange Shares”), on the terms and conditions set forth in this Section 1. Certain capitalized terms used herein are defined in Section 1(h).
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EXCHANGES OF EXISTING DEBT. At any time during the period commencing on the date hereof and ending on the date no Existing Debt remains outstanding (the “Exchange Period”), the Creditor agrees, subject to Section 1(d) below, to exchange in tranches (each such tranche shall be in an amount of $100,000, except that the last installment shall be reduced to equal the then remaining unexchanged Debt Amount; each, a “Tranche” and, collectively, the “Tranches”) on the date hereof with respect to the first Tranche (the Company and Creditor agree that the first Tranche will be $281,142.47 and thereafter on the dates when the Company instructs (as described below) the Creditor to exchange other Tranches (each, an “Exchange”) all (reduced only as set forth in Section 1(d) below) of the Existing Debt into validly issued, fully paid and non-assessable shares of Common Stock (as defined below) (collectively, the “Exchange Shares”), on the terms and conditions set forth in this Section 1. If, with respect to any Exchange, the Company requests that any Tranche shall be in an amount less or more than $100,000 by stating such higher or lower amount in the Exchange Notice (as defined below), the Creditor shall use its good faith efforts to accommodate such request by sending the Company, within the period set forth in Section 1(c)(i) below, an acknowledgment, in the form attached hereto in Exhibit I, of receipt of such Exchange Notice to the Creditor. Certain capitalized terms used herein are defined in Section 1(g).
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EXCHANGES OF EXISTING DEBT. On the date hereof, the Company and the Creditor shall exchange a portion of the First Tranche Debt into validly issued, fully paid and non-assessable shares of Common Stock on the terms and conditions set forth in this Section 1 (the “Initial Exchange”). After the Initial Exchange, the Creditor shall be entitled to issue one or more Exchange Notices for the exchange of a portion of the First Tranche Debt into validly issued, fully paid and non-assessable shares of Common Stock on the terms and conditions set forth in this Section 1 (in each instance, with the Initial Exchange, a “First Tranche Exchange”); provided, however, that Creditor will only exchange in the First Tranche Exchanges such portion of the First Tranche Debt so as to not exceed the limitations set forth in Section 1(e) below. If within sixty (60) days after the Initial Exchange, the Company has obtained shareholder approval to authorize the exchange of all of the Debt for Common Stock on the terms and conditions set forth in this Agreement pursuant to Rule 713(a)(ii) of the NYSE Company Guide (the “Shareholder Approval”), the Creditor and the Company shall each be entitled to issue one or more Exchange Notices for the exchange of the balance of the First Tranche Debt and all of the Second Tranche Debt into validly issued, fully paid and non-assessable shares of Common Stock (collectively with the Common Stock issued in exchange for the First Tranche Debt, the “Exchange Shares”) on the terms and conditions set forth in this Section 1 (each a “Second Tranche Exchange” and each of the First Tranche Exchange and the Second Tranche Exchange, an “Exchange”).
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EXCHANGES OF EXISTING DEBT. Effective on the date hereof, the Creditor hereby delivers the Existing Debt in exchange for the contemporaneous execution and delivery of the Convertible Note, which shall be issued with an aggregate original principal amount equal to the Debt Amount, on the terms and conditions set forth in this Agreement (the “Exchange”).
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EXCHANGES OF EXISTING DEBT. At any time during the period (the “Exchange Period”) commencing on the date hereof and ending on April 17, 2016 (the “Outside Date”), the Company and the Creditor agree, subject to Section 1(e) below, to exchange (each, an “Exchange”) all (reduced only as set forth in Section 1(e) below) of the Existing Debt into validly issued, fully paid and non-assessable shares of Common Stock (as defined below) (collectively, the “Exchange Shares”), on the terms and conditions set forth in this Section 1. Certain capitalized terms used herein are defined in Section 1(h).
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Related to EXCHANGES OF EXISTING DEBT

  • SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made:

  • All Other Transfers and Exchanges of Beneficial Interests in Global Securities In connection with all transfers and exchanges of beneficial interests in any Global Security that is not subject to Section 2.2(b)(i), the transferor of such beneficial interest must deliver to the Registrar (1) a written order from an Agent Member given to the Depository in accordance with the applicable rules and procedures of the Depository directing the Depository to credit or cause to be credited a beneficial interest in another Global Security in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the applicable rules and procedures of the Depository containing information regarding the Agent Member account to be credited with such increase. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Securities contained in this Indenture and the Securities or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Security pursuant to Section 2.2(g).

  • All Other Transfers and Exchanges of Beneficial Interests in Global Notes In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(i) hereof, the transferor of such beneficial interest must deliver to the Registrar either (A) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase or (B) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note of the same series in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in (1) above; provided that in no event shall Definitive Notes be issued upon the transfer or exchange of beneficial interests in the Regulation S Temporary Global Note prior to (A) the expiration of the Restricted Period therefor and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B). Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(h) hereof.

  • Changes of Commitments (a) The Aggregate Commitments shall at all times be equal to the lesser of (i) the Aggregate Maximum Credit Amounts after adjustments resulting from reductions pursuant to Section 2.03(b) or increases pursuant to Section 2.03(d), and (ii) the Borrowing Base as determined from time to time. (b) The Company shall have the right to terminate or to reduce the amount of the Aggregate Maximum Credit Amounts at any time or from time to time upon not less than three (3) Business Days' prior notice to the Agent (which shall promptly notify the Banks) of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction (which shall not be less than $10,000,000, or any whole multiple of $5,000,000 in excess thereof) and shall be irrevocable and effective only upon receipt by the Agent. The Aggregate Maximum Credit Amounts once terminated or reduced may not be reinstated. (c) [reserved] (d) The Company shall have the right, without the consent of the Banks but subject to the approval of the Agent (which consent shall not be unreasonably withheld), to effectuate from time to time an increase in the Aggregate Maximum Credit Amounts under this Agreement by adding to this Agreement one or more commercial banks or other financial institutions (who shall, upon completion of the requirements stated in this Section 2.03(d), constitute Banks hereunder), or by allowing one or more Banks to increase their Maximum Credit Amount hereunder, so that such added and increased Maximum Credit Amount(s) shall equal the increase in Aggregate Maximum Credit Amounts effectuated pursuant to this Section 2.03(d); provided that: (i) no increase in the Aggregate Maximum Credit Amounts pursuant to this Section 2.03(d) shall result in the Aggregate Maximum Credit Amounts exceeding $500,000,000, (ii) no Bank's Maximum Credit Amount shall be increased without the consent of such Bank, (iii) the Company shall prepay all of the Loans on the date of such increase and the Company may (subject to Sections 2.01, 2.02 and 6.02 and the other provisions hereof) reborrow on such date from the Banks based on the new Percentage Shares and shall make any payments required pursuant to Section 5.05 as a result of such prepayment, and (iv) the Company shall not have the right to increase the Aggregate Maximum Credit Amounts pursuant to this Section 2.03(d) if any Default shall have occurred and be continuing at the time of such increase. The Company shall give the Agent three (3) Business Days' prior written notice of its intent to increase the Aggregate Maximum Credit Amounts pursuant to this Section 2.03(d). Such notice shall specify each new commercial bank or other financial institution, if any, the changes in amounts of Aggregate Maximum Credit Amounts that will result, and such other information as is reasonably requested by the Agent. Each new commercial bank or other financial institution, and each Bank agreeing to increase its Maximum Credit Amount, shall execute and deliver to the Agent an Acceptance Agreement substantially in the form of Exhibit F pursuant to which it becomes a party hereto or increases its Maximum Credit Amount, as the case may be, which document, in the case of a new commercial bank or other financial institution, shall (among other matters) specify the Applicable Lending Office of such new commercial bank or other financial institution. In addition, the Agent shall prepare and deliver to the Company and each Bank a new Annex I reflecting the new Percentage Share of each Bank and its Maximum Credit Amount. Finally, the Company shall execute and deliver a Note, in substantially the form of Exhibit A, in the principal amount of the Maximum Credit Amount of each new commercial bank or other financial institution, or a replacement Note in the principal amount of the increased Maximum Credit Amount of each Bank agreeing to increase its Maximum Credit Amount, as the case may be. The Company shall also deliver other documents of the nature referred to in Section 6.01(a) to the Agent in such form and substance as may be reasonably required by it. Upon execution and delivery of the appropriate documentation and the delivery to it of its Note, such new commercial bank or other financial institution shall constitute a "Bank" hereunder with a Maximum Credit Amount as specified in the new Annex I delivered pursuant to this Section 2.03(d), or such Bank's Maximum Credit Amount shall increase as specified therein, as the case may be.

  • Exchanges of Securities Upon receipt of Proper Instructions, the Custodian shall exchange securities held by it for the account of a Portfolio for other securities in connection with any reorganization, recapitalization, split-up of shares, change of par value, conversion or other event relating to the securities or the issuer of such securities, and shall deposit any such securities in accordance with the terms of any reorganization or protective plan. The Custodian shall, without receiving Proper Instructions: surrender securities in temporary form for definitive securities; surrender securities for transfer into the name of the Custodian, a Portfolio or a nominee of either of them, as permitted by Section 2.02(b); and surrender securities for a different number of certificates or instruments representing the same number of shares or same principal amount of indebtedness, provided that the securities to be issued will be delivered to the Custodian or a nominee of the Custodian.