Preferred Exchange Sample Clauses

Preferred Exchange. On the terms and subject to the conditions set forth in this Agreement, upon the Closing (i) the Company agrees to issue to the Investor, in exchange for its 12,960 Preferred Shares, 3,456,000 Exchange Shares, and (ii) the Investor agrees to deliver to the Company certificate(s) or book-entry shares representing the Preferred Shares in exchange for such number of Exchange Shares.

Preferred Exchange. Upon the completion of the Preferred Exchange, the Preferred Units shall be cancelled, and any authorized but unpaid Preferred Distributions shall remain an obligation of the Company, and such obligation shall rank, with respect to distribution rights and rights upon liquidation, winding up or dissolution of the Company, senior to the Common Units.

Preferred Exchange. Immediately following the Sale, Purchaser shall (and/or shall cause its designee to) transfer, convey, assign and deliver to Parent five million Class A Common Units and five million Class B Common units, in exchange for five million Series A Convertible Preferred Units (which shall represent 100% of the outstanding Series A Convertible Preferred Units) and five million Series B Convertible Preferred Units (which shall represent 100% of the outstanding Series B Convertible Preferred Units) (together, the “Preferred Exchange”).

Preferred Exchange. On the terms and subject to the conditions set forth in this Agreement, upon the Closing (i) the Company agrees to issue to the Investor, in exchange for its 4,500 Investor Shares, the Exchange Consideration, and (ii) the Investor agrees to deliver to the Company the Investor Shares in exchange for the Exchange Consideration.

Preferred Exchange. (a) On the terms and subject to the conditions set forth in this Agreement, upon the Closing (i) the Company agrees to issue to the Investor, in exchange for its 6,300 Preferred Shares, 13,548,387 Exchange Shares, consisting of 13,259,912 shares of Common Stock and 288,475 shares of Non-Voting Common Stock and (ii) the Investor agrees to deliver to the Company the Preferred Shares in exchange for such number of Exchange Shares. (b) Following consummation of the Exchange, no further cash dividends shall be payable in respect of the Preferred Shares outstanding immediately prior to the Closing Date. (c) In the event the Company at any time or from time to time prior to the Closing effects a stock dividend (other than the SSR Distribution (as defined in the Anchor Investment Agreements)), stock split, reverse stock split, combination, reclassification or similar transaction, concurrently with the effectiveness of such stock dividend, stock split, reverse stock split, combination, reclassification or other similar transaction, each per share amount and per share price set forth in the Transaction Documents (including with respect to the number of shares of Common Stock and/or Non-Voting Common Stock being purchased or exchanged hereunder or under any other Transaction Document and including the $4.65 per share purchase or exchange price set forth hereunder or in any of the Transaction Documents) shall be proportionally adjusted; provided that nothing in this Section 2.1(c) shall be construed to permit the Company to take any action otherwise prohibited or restricted by any of the Transaction Documents.

Preferred Exchange. For so long and to the extent that a Holder continues to hold Series A Preferred Stock of RAC, the Holder hereof shall exercise the Purchase Rights granted herein, in whole or in part, by delivering (i) a signed Notice of Exercise, as attached hereto as Exhibit A (including the Substitute Form W-9, which forms a part thereof, the “Notice of Exercise”) and (ii) shares of Series A Preferred Stock of RAC having a Stated Value (as defined in the designation of such Series), plus accrued but unpaid dividends for the latest Dividend Period (as such term is defined in the Securities Purchase Agreement) (collectively, the “Preferred Value”) equal to the Purchase Rights Exercise Price for the Purchase Rights being exercised to RAC at the address provided in Section 8.7 hereof (the “Preferred Exchange”). In exchange therefore, RAC shall deliver the Exercised Purchase Rights Value in the form elected by RAC. Any Preferred Exchange shall be subject to prior approval by the Board of Governors of the Federal Reserve System or its delegatee (the “Federal Reserve”).

Preferred Exchange. The definitive terms of the Preferred Exchange are still being discussed by the Company and Standby Purchaser as of the date hereof and notwithstanding the provisions set forth herein and the Term Sheet, the Company and Standby Purchaser may determine to modify the Preferred Exchange by amending this Agreement, each such party acting reasonably in connection therewith.

Preferred Exchange. (a) On the terms and subject to the conditions set forth in this Agreement, upon the Closing (i) the Company agrees to issue to the Investor, in exchange for its 135,000 Preferred Shares, including the accrued and unpaid dividends thereon as of the Closing Date, 5,613,981 Exchange Shares(1) and, if the Closing shall occur after February 15, 2011, such number of additional Exchange Shares (rounded to the nearest whole number) that is equal to (x) the amount of all accrued and unpaid dividends on the Preferred Shares from February 16, 2011 through and including the Closing Date, divided by (y) $10.00,(2) and (ii) the Investor agrees to deliver to the Company the Preferred Shares in exchange for such number of Exchange Shares. (b) Following consummation of the Preferred Exchange, no further cash dividends shall be payable in respect of the Preferred Shares outstanding immediately prior to the Closing Date.

Preferred Exchange. ▇▇▇▇ proposes to exchange the shares of Avant Diagnostics, Inc. (OTCMKST: AVDX) that it beneficially owns, for the preferred equity previously issued by ▇▇▇▇, as follows: 1) “Preferred Exchange Amount Avant” shall be for the stated value of previously issued preferred equity and for the surrender of all warrants issued therewith as of the Closing Date 2) “Preferred Exchange Factor for Avant” shall be thirty-seven and one-half percent (37.50%) 3) “Number of Shares” in AVDX shall be a) the product the Preferred Exchange Amount Avant times the Preferred Exchange Factor for Avant, with such product divided by b) the lower of i) $0.16 per share and ii) the share price of AVDX as of two (2) business days preceding the Closing Date as defined below (“AVDX Divisor”), with such AVDX Divisor being subject to a floor of $0.12 per share (“AVDX Floor”), to estimate c) the number of shares, with final share amount issued to be rounded down (no fractional shares). For clarity, the AVDX Divisor and AVDX Floor herein for the Preferred Holders is intended to be the same as used for the Debt Exchange of Avant for the Debt Holders described above