Grouped Into 9 Collections of Similar Clauses From Business Contracts
This page contains Exchange clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Exchange. The closing of the Exchange (the "Closing") will occur on or before May 31, 2020 (or such later date as the parties hereto may agree) following the satisfaction or waiver of the conditions set forth herein (such date, the "Closing Date"). On the Closing Date, subject to the terms and conditions of this Agreement, each Investor shall, and the Company shall, pursuant to Section 3(a)(9) of the Securities Act of 1933 (the "Securities Act"), exchange the Securities for shares of the Series C-2. At th...e Closing, the following transactions shall occur (such transactions in this Section 1, the "Exchange"): 1.1. Delivery of Securities. On the Closing Date, the Company shall issue the Series C-2 to each Investor (or its designees); provided that each Investor has complied with its obligations in this Section 1. Promptly after the Closing Date, the Company shall deliver a certificate evidencing the Series C-2 to the Investor. On the Closing Date, the Investor shall be deemed for all corporate purposes to have become the holder of record of the Series C-2 and shall have the right to convert the Series C-2, irrespective of the date the Company delivers the certificate evidencing the Series C-2 to each Investor. 1.2. No Rights Following Exchange. Upon receipt of the Series C-2 in accordance with Section 1.1, each Investor's rights under the Securities shall be extinguished (including, without limitation, the rights to receive, as applicable, any principal, premium, make-whole amount, accrued and unpaid interest, dividends or other payment thereon or any other shares of common stock, $0.0001 par value ("Common Stock") with respect thereto (whether upon in connection with a fundamental transaction, event of default or otherwise)). In consideration for the issuance of the Series C-2, each Investor hereby irrevocably waives any obligations of the Company under the Securities or any purchase agreement, security agreement, pledge agreement, warrant, guarantee or any other document executed in connection with the issuance of the Securities. 1.3. Further Assurances. The Company and each Investor shall execute and/or deliver such other documents and agreements as are customary and reasonably necessary to effectuate the Exchange. 1.4. Termination Before Closing. If the Closing has not occurred on or prior to May 31, 2020, any Investor shall have the right, by delivery of written notice to the Company to terminate this Agreement (such date, the "Termination Date"). From the date hereof until the earlier of (x) the Closing Date and (y) the Termination Date, each Investor shall forbear from taking any actions with respect to the Securities not explicitly set forth herein, including, without limitation, conversions, exercises, redemptions, exchanges or delivery of written notice to the Company to require the conversion, exercise, redemption or exchange of any of the Securities. 1.5. Representations and Warranties True at Closing. It shall be a condition to the obligation of the Investor on the one hand and Company on the other hand, to consummate the Exchange contemplated hereunder that the other party's representations and warranties contained herein are true and correct on the Closing Date with the same effect as though made on such date, unless waived in writing by the party to whom such representations and warranties are made. 1.6. Deliveries. At or before the Closing, each Investor shall deliver or cause to be delivered to K&L Gates, LLP, as counsel to the Company, (i) the Securities held by such Investor free and clear of all liens, encumbrances, security interests, options or other purchase rights, equities, charges, claims, pledges, defects of title or other restrictions of any kind (other than federal and state securities laws) (ii) the executed Agreement and (iii) other items required to effectuate the Exchange. 1.7. Senior Securities. The Closing and the obligation of the Investor to exchange its securities are subject to the cancellation of the Company's outstanding Series B Preferred Stock and the filing of a Certificate of Withdrawal eliminating the rights and preferences thereunder. The capitalization of the Company immediately after the effectiveness of this Exchange and the exchanges of the other outstanding securities will be as set forth on Exhibit B hereto.View More
Exchange. The closing of the Exchange (the "Closing") will occur on or before May March 31, 2020 2019 (or such later date as the parties hereto may agree) following the satisfaction or waiver of the conditions set forth herein (such date, the "Closing Date"). On the Closing Date, subject to the terms and conditions of this Agreement, each Investor shall, and the Company shall, pursuant to Section 3(a)(9) of the Securities Act of 1933 (the "Securities Act"), exchange the Securities for shares of the Series...C-2. D. At the Closing, the following transactions shall occur (such transactions in this Section 1, the "Exchange"): 1.1. Delivery of Securities. On the Closing Date, the Company shall issue the Series C-2 D to each Investor (or its designees); provided that each Investor has complied with its obligations in this Section 1. the Investor. Promptly after the Closing Date, the Company shall deliver a certificate evidencing the Series C-2 D to the Investor. On the Closing Date, the Investor shall be deemed for all corporate purposes to have become the holder of record of the Series C-2 D and shall have the right to convert the Series C-2, D, irrespective of the date the Company delivers the certificate evidencing the Series C-2 D to each the Investor. 1.2. No Rights Following Exchange. Upon receipt of the Series C-2 D in accordance with Section 1.1, each all of the Investor's rights under the Securities shall be extinguished (including, without limitation, the rights to receive, as applicable, any principal, premium, make-whole amount, accrued and unpaid interest, interest or dividends or other payment thereon or any other shares of common stock, $0.0001 par value ("Common Stock") Common Stock with respect thereto (whether upon in connection with a fundamental transaction, event of default or otherwise)). In consideration for the issuance of the Series C-2, each Investor hereby irrevocably waives any obligations of the Company under the Securities or any purchase agreement, security agreement, pledge agreement, warrant, guarantee or any other document executed in connection with the issuance of the Securities. 1.3. Further Assurances. The Company and each the Investor shall execute and/or deliver such other documents and agreements as are customary and reasonably necessary to effectuate the Exchange. 1.4. Termination Before Closing. If the Closing has not occurred on or prior to May 31, 2020, any April 30, 2019, the Investor shall have the right, by delivery of written notice to the Company to terminate this Agreement (such date, the "Termination Date"). From the date hereof until the earlier of (x) the Closing Date (as defined below) and (y) the Termination Date, each the Investor shall forbear from taking any actions with respect to the Securities not explicitly set forth herein, including, without limitation, conversions, exercises, redemptions, exchanges or delivery of written notice to the Company to require the conversion, exercise, redemption or exchange of any of the Securities. 1.5. Representations and Warranties True at Closing. It shall be a condition to the obligation of the Investor on the one hand and the Company on the other hand, to consummate the Exchange contemplated hereunder that the other party's representations and warranties contained herein are true and correct on the Closing Date with the same effect as though made on such date, unless waived in writing by the party to whom such representations and warranties are made. 1.6. Deliveries. At or before the Closing, each the Investor shall deliver or cause to be delivered to K&L Gates, LLP, Nason Yeager Gerson Harris & Fumero, P.A., as counsel to the Company, (i) the Securities held by such Investor free and clear of all liens, encumbrances, security interests, options or other purchase rights, equities, charges, claims, pledges, defects of title or other restrictions of any kind (other than federal and state securities laws) (ii) the executed Agreement and (iii) (ii) other items required to effectuate the Exchange. 1.7. Senior Securities. The Closing and the obligation of the Investor to exchange its securities are subject to the cancellation of the Company's outstanding Series B Preferred Stock and the filing of a Certificate of Withdrawal eliminating the rights and preferences thereunder. The capitalization of the Company immediately after the effectiveness of this Exchange and the exchanges of the other outstanding securities will be as set forth on Exhibit B hereto.View More
Exchange. The closing of the Exchange (the "Closing") will occur on or before May 31, 2020 (or such later date as the parties hereto may agree) following the satisfaction or waiver of the conditions set forth herein (such date, the "Closing Date"). On the Closing Date, subject to the terms and conditions of this Agreement, each Investor the Holder shall, and the Company shall, pursuant to Section 3(a)(9) of the Securities Act of 1933 (the "Securities Act"), exchange the Securities for shares of the Series... C-2. Preferred Stock. At the Closing, the following transactions shall occur (such transactions in this Section 1, the "Exchange"): 1.1. Delivery of Securities. On the Closing Date, the Company shall issue the Series C-2 Preferred Stock to each Investor the Holder (or its designees); provided that each Investor the Holder has complied with its obligations in this Section 1. Promptly after the Closing Date, the Company shall deliver a certificate evidencing the Series C-2 Preferred Stock to the Investor. Holder. On the Closing Date, the Investor Holder shall be deemed for all corporate purposes to have become the holder of record of the Series C-2 Preferred Stock and shall have the right to convert the Series C-2, Preferred Stock, irrespective of the date the Company delivers the certificate evidencing the Series C-2 Preferred Stock to each Investor. the Holder. 1.2. No Rights Following Exchange. Upon receipt of the Series C-2 Preferred Stock in accordance with Section 1.1, each Investor's the Holder's rights under the Securities shall be extinguished (including, without limitation, the rights to receive, as applicable, any principal, premium, make-whole amount, accrued and unpaid interest, dividends or other payment thereon or any other shares of common stock, $0.0001 par value ("Common Stock") with respect thereto (whether upon in connection with a fundamental transaction, event of default or otherwise)). extinguished. In consideration for the issuance of the Series C-2, each Investor Preferred Stock, the Holder hereby irrevocably waives any obligations of the Company under the Securities or any purchase agreement, security agreement, pledge agreement, warrant, guarantee agreement or any other document executed in connection with the issuance of the Securities. 1.3. Further Assurances. The Company and each Investor the Holder shall execute and/or deliver such other documents and agreements as are customary and reasonably necessary to effectuate the Exchange. 1.4. Termination Before Closing. If the Closing has not occurred on or prior to May 31, ________ __, 2020, any Investor the Holder shall have the right, by delivery of written notice to the Company to terminate this Agreement (such date, the "Termination Date"). From the date hereof until the earlier of (x) the Closing Date and (y) the Termination Date, each Investor shall forbear from taking any actions with respect to the Securities not explicitly set forth herein, including, without limitation, conversions, exercises, redemptions, exchanges or delivery of written notice to the Company to require the conversion, exercise, redemption or exchange of any of the Securities. 1.5. Representations and Warranties True at Closing. It shall be a condition to the obligation of the Investor Holder on the one hand and Company on the other hand, to consummate the Exchange contemplated hereunder that the other party's representations and warranties contained herein are true and correct on the Closing Date with the same effect as though made on such date, unless waived in writing by the party to whom such representations and warranties are made. 1.6. Deliveries. At or before the Closing, each Investor the Holder shall deliver or cause to be delivered to K&L Gates, LLP, as counsel to the Company, (i) the Securities held by such Investor Holder free and clear of all liens, encumbrances, security interests, options or other purchase rights, equities, charges, claims, pledges, defects of title or other restrictions of any kind (other than federal and state securities laws) (ii) the executed Agreement and (iii) other items required to effectuate the Exchange. 1.7. Senior Securities. The Closing and the obligation of the Investor to exchange its securities are subject to the cancellation of the Company's outstanding Series B Preferred Stock and the filing of a Certificate of Withdrawal eliminating the rights and preferences thereunder. The capitalization of the Company immediately after the effectiveness of this Exchange and the exchanges of the other outstanding securities will be as set forth on Exhibit B hereto.View More
Exchange. The closing of the Exchange (the "Closing") will occur on or before May 31, 2020 following the Company's consummation of the Series F financing (or such later date as the parties hereto may agree) following and the satisfaction or waiver of the conditions set forth herein (such date, the "Closing Date"). On the Closing Date, subject to the terms and conditions of this Agreement, each Investor Holder shall, and the Company shall, pursuant to Section 3(a)(9) of the Securities Act of 1933 (the "Sec...urities Act"), exchange the Securities for shares of the Series C-2. F in accordance with the Certificate of Designations. At the Closing, the following transactions shall occur (such transactions in this Section 1, the "Exchange"): 1.1. Delivery of Securities. On the Closing Date, the The Company shall issue the Series C-2 F to each Investor the Holder (or its designees); provided that each Investor has complied with its obligations in this Section 1. designees). Promptly after the Closing Date, the Company shall deliver a certificate evidencing the Series C-2 F to the Investor. Holder. On the Closing Date, the Investor Holder shall be deemed for all corporate purposes to have become the holder of record of the Series C-2 F and shall have the right to convert the Series C-2, F, irrespective of the date the Company delivers the certificate evidencing the Series C-2 F to each Investor. the Holder. 1.2. No Rights Following Exchange. Upon receipt of the Series C-2 F in accordance with Section 1.1, each Investor's all of the Holder's rights under the Securities shall be extinguished (including, without limitation, the rights to receive, as applicable, any principal, premium, make-whole amount, accrued and unpaid interest, dividends or other payment thereon or any other shares of common stock, $0.0001 par value ("Common Stock") with respect thereto (whether upon in connection with a fundamental transaction, event of default or otherwise)). In consideration for the issuance of the Series C-2, each Investor hereby irrevocably waives any obligations of the Company under the Securities or any purchase agreement, security agreement, pledge agreement, warrant, guarantee or any other document executed in connection with the issuance of the Securities. extinguished. 1.3. Further Assurances. The Company and each Investor the Holder shall execute and/or deliver such other documents and agreements as are customary and reasonably necessary to effectuate the Exchange. 1.4. Termination Before Closing. If the Closing has not occurred on or prior to May 31, October 15, 2020, any Investor the Holder shall have the right, by delivery of written notice to the Company to terminate this Agreement (such date, the "Termination Date"). From the date hereof until the earlier of (x) the Closing Date (as defined below) and (y) the Termination Date, each Investor the Holder shall forbear from taking any actions with respect to the Securities not explicitly set forth herein, including, without limitation, conversions, exercises, redemptions, exchanges or delivery of written notice to the Company to require the conversion, exercise, redemption or exchange of any of the Securities. 1 1.5. Representations and Warranties True at Closing. It shall be a condition to the obligation of the Investor on the one hand and Company on the other hand, to consummate the Exchange contemplated hereunder that the other party's representations and warranties contained herein are true and correct on the Closing Date with the same effect as though made on such date, unless waived in writing by the party to whom such representations and warranties are made. 1.6. Deliveries. At or before the Closing, each Investor the Holder shall deliver or cause to be delivered to K&L Gates, Meister Seelig & Fein LLP, as counsel to the Company, (i) the Securities held by such Investor free and clear of all liens, encumbrances, security interests, options or other purchase rights, equities, charges, claims, pledges, defects of title or other restrictions of any kind (other than federal and state securities laws) executed Agreement, (ii) certificate (if any) issued to Holder representing the executed Agreement Securities, and (iii) other items required to effectuate the Exchange. 1.7. Senior Securities. The Closing and the obligation of the Investor to exchange its securities are subject to the cancellation of the Company's outstanding Series B Preferred Stock and the filing of a Certificate of Withdrawal eliminating the rights and preferences thereunder. The capitalization of the Company immediately after the effectiveness of this Exchange and the exchanges of the other outstanding securities will be as set forth on Exhibit B hereto.View More
Exchange. On the Closing Date (as defined below), subject to the terms and conditions of this Agreement, pursuant to Section 3(a)(9) of the Securities Act, the Holder shall convey, assign and transfer the Exchange Note to the Company in exchange for which the Company shall issue the New Note to the Holder. On the Closing Date, in exchange for the Exchange Note, the Company shall deliver or cause to be delivered to the Holder (or its designee) the New Note at the address for delivery set forth on the signa...ture page of the Holder attached hereto.View More
Exchange. On the Closing Date (as defined below), subject to the terms and conditions of this Agreement, pursuant to Section 3(a)(9) of the Securities Act, the Holder shall convey, assign and transfer the Exchange Existing Note to the Company in exchange for which the Company shall issue the New Note Primary Securities to the Holder. On the Closing Date, in exchange for the Exchange Existing Note, the Company shall deliver or cause to be delivered to the Holder (or its designee) the New Note Primary Secur...ities at the address for delivery set forth on the signature page of the Holder attached hereto. View More
Exchange. On the Closing Date (as defined below), subject to the terms and conditions of this Agreement, pursuant to Section 3(a)(9) of the Securities Act, the Holder shall convey, assign and transfer the Exchange Existing Note to the Company in exchange for which the Company shall issue the New Note to the Holder. On the Closing Date, in exchange for the Exchange Existing Note, the Company shall deliver or cause to be delivered to the Holder (or its designee) the New Note at the address for delivery set ...forth on the signature page of the Holder attached hereto. Immediately following the delivery of the New Note to the Holder (or its designee), the Holder shall relinquish all rights, title and interest in the Existing Note (including any claims the Holder may have against the Company related thereto) and assign the same to the Company, and the Existing Note shall be deemed canceled. View More
Exchange. On the Closing Date (as defined below), subject to the terms and conditions of this Agreement, pursuant to Section 3(a)(9) of the Securities Act, the Holder shall convey, assign and transfer the Exchange Existing Note to the Company in exchange for which the Company shall issue the New Note to the Holder. On the Closing Date, in exchange for the Exchange Existing Note, the Company shall deliver or cause to be delivered to the Holder (or its designee) the New Note at the address for delivery set ...forth on the signature page of the Holder attached hereto. View More
Exchange. On Closing Date (as defined below), subject to the terms and conditions of this Agreement, the Investor shall, and the Company shall, pursuant to Section 3(a) (9) of the Securities Act, exchange the Existing Securities for the Exchange Securities. Subject to the conditions set forth herein, the exchange of the Existing Securities for the Exchange Securities shall take place at the offices of Sheppard, Mullin, Richter & Hampton, LLP or at such other place as the Company and the Investor mutually ...agree (the "Closing" and such date, the "Closing Date"). At the Closing, the following transactions shall occur (such transaction an "Exchange"): 1.1 On the Closing Date, in exchange for the Existing Securities, the Company shall deliver Exchange Securities to the Investor or its designee in accordance with the Investor's delivery instructions set forth on the Investor signature page hereto. Upon receipt of the Exchange Securities in accordance with this Section 1.1, all of the Investor's rights under the Existing Securities shall be extinguished. The Investor shall tender to the Company the Existing Securities within three Trading Days (as defined below) of the Closing Date. 1.2 On the Closing Date, the Investor shall be deemed for all corporate purposes to have become the holder of record of the Exchange Securities, irrespective of the date such Exchange Securities are delivered to the Investor in accordance herewith. The Existing Securities shall be deemed for all corporate purposes to have been cancelled upon receipt of the Exchange Securities in accordance with Section 1.1 above. Until the Existing Securities have been delivered to the Company, the Investor shall bear the risk that they are acquired by a bona fide purchaser with no notice of the Investor's and the Company's claims. As used herein, "Common Stock" means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed. As used herein, "Person" means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind. As used herein, "Trading Day" means any day on which the Common Stock is traded on the principal securities exchange or securities market on which the Common Stock is then traded. 1.3 The Company and the Investor shall execute and/or deliver such other documents and agreements as are customary and reasonably necessary to effectuate the Exchanges, including, at the request of the Company or its transfer agent, executed stock powers in customary form.View More
Exchange. On the Closing Date (as defined below), Date, subject to the terms and conditions of this Agreement, the Investor shall, and the Company shall, pursuant to Section 3(a) (9) 3(a)(9) of the Securities Act, exchange the Existing Securities Warrants for the Exchange Securities. Promissory Note (the "Exchange Securities"). Subject to the conditions set forth herein, below, the exchange of the Existing Securities for the Exchange Securities shall take place at the offices of Sheppard, Mullin, Richter ...& Hampton, LLP Fox Rothschild LLP, on the date hereof, or at such other time and place as the Company and the Investor mutually agree (the "Closing" and such date, the "Closing Date"). At the Closing, the following transactions shall occur (such transaction an transactions in this Section 1, the "Exchange"): 1 1.1 On the Closing Date, in exchange for the Existing Securities, Warrants, the Company shall deliver the Exchange Securities to the Investor or its designee in accordance with the Investor's delivery instructions set forth on the Investor signature page hereto. Upon receipt of the Exchange Securities in accordance with this Section 1.1, all of the Investor's rights under the Existing Securities Warrants and Purchase Agreements shall be extinguished. The Investor shall tender to the Company the Existing Securities Warrants within three Trading Days (as defined below) of the Closing Date. 1.2 On the Closing Date, the Investor shall be deemed for all corporate purposes to have become the holder of record of the Exchange Securities, irrespective of the date such Exchange Securities are delivered to the Investor in accordance herewith. The Existing Securities shall be deemed for all corporate purposes to have been cancelled upon receipt of the Exchange Securities in accordance with Section 1.1 above. Until the Existing Securities have been delivered to the Company, the Investor shall bear the risk that they are acquired by a bona fide purchaser with no notice of the Investor's and the Company's claims. As used herein, "Common Stock" means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed. As used herein, "Person" means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind. As used herein, "Trading Day" means any day on which the Common Stock is traded on the principal securities exchange or securities market on which the Common Stock is then traded. 1.3 The Company and the Investor shall execute and/or deliver such other documents and agreements as are customary and reasonably necessary to effectuate the Exchanges, including, at the request of the Company or its transfer agent, executed stock powers in customary form. Exchange. View More
Exchange. On the Closing Date (as defined below), subject to the terms and conditions of this Agreement, the Investor shall, and Agreement the Company shall, pursuant to Section 3(a) (9) 3(a)(9) of the Securities Act, exchange the Existing Securities Exchange Shares for the Exchange Securities. Shares in the ratio of one to one. Subject to the conditions set forth herein, the exchange of the Existing Securities Exchange Shares for the Exchange Securities Shares shall take place at the offices of Sheppard,... Mullin, Richter & Hampton, LLP on March 31, 2020, or at such other time and place as the Company and the Investor mutually agree (the "Closing" and such date, the "Closing Date"). At the Closing, the following transactions shall occur (such transaction an "Exchange"): 1.1 On the Closing Date, in exchange for the Existing Securities, Exchange Shares, the Company shall deliver Exchange Securities certificates evidencing the Shares to the Investor or its designee in accordance with the Investor's delivery instructions set forth on the Investor signature page hereto. hereto, which shares shall have no restrictions on resale by the Investor, along with evidence of the filing of the Certificate of Designation with the Secretary of State of Nevada and a legal opinion from the Company's counsel addressed to the Investor and in form and substance reasonable acceptable to the Investor. Upon receipt of the Exchange Securities Shares in accordance with this Section 1.1, all of the Investor's rights under the Existing Securities Exchange Shares shall be extinguished. The Investor shall tender to the Company the Existing Securities Exchange Shares within three ten Trading Days (as defined below) of the Closing Date. 1.2 On the Closing Date, the Investor shall be deemed for all corporate purposes to have become the holder of record of the Exchange Securities, Shares, irrespective of the date such Exchange Securities Shares are delivered to the Investor in accordance herewith. The Existing Securities Exchange Shares shall be deemed for all corporate purposes to have been cancelled upon receipt of the Exchange Securities Shares in accordance with Section 1.1 above. Until the Existing Securities Exchange Shares have been delivered to the Company, the Investor shall bear the risk that they are acquired by a bona fide purchaser with no notice of the Investor's and the Company's claims. As used herein, "Common Stock" means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed. As used herein, "Person" means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind. As used herein, "Trading Day" means any day on which the Common Stock is traded on the principal securities exchange or securities market on which the Common Stock is then traded. 1.3 The Company and the Investor shall execute and/or deliver such other documents and agreements as are customary and reasonably necessary to effectuate the Exchanges, including, at the request of the Company or its transfer agent, executed stock powers in customary form. View More
Exchange. On the Closing Date (as defined below), subject to the terms and conditions of this Agreement, the each Investor shall, and the Company shall, pursuant to Section 3(a) (9) of the Securities Act, exchange the Existing Securities for the Exchange Securities. Subject to the conditions set forth herein, the exchange of the Existing Securities for the Exchange Securities shall take place at the offices of Sheppard, Mullin, Richter Grushko & Hampton, LLP Mittman, P.C., on April __, 2020, or at such ot...her time and place as the Company and the Investor mutually agree (the "Closing" and such date, the "Closing Date"). At the Closing, the following transactions shall occur (such transaction an "Exchange"): 1.1 On the Closing Date, in exchange for the Existing Securities, the Company shall deliver Exchange Securities to the Investor Investors or its designee their designees in accordance with the Investor's Investors' delivery instructions set forth on the Investor Investors' signature page pages hereto. Upon receipt of the Exchange Securities in accordance with this Section 1.1, all of the Investor's Investors' rights under the Existing Securities shall be extinguished. extinguished and such Investors shall have no interest in, or ownership rights to, the Existing Securities. The Investor Investors shall tender to the Company the Existing Securities within three (3) Trading Days (as defined below) of the Closing Date. 1.2 On the Closing Date, the Investor Investors shall be deemed for all corporate purposes to have become the holder holders of record of the Exchange Securities, irrespective of and the date such Exchange Securities are delivered to the Investor in accordance herewith. The Existing Securities shall be deemed for all corporate purposes to have been cancelled upon receipt cancelled, irrespective of the date such Exchange Securities are delivered to the Investors in accordance with Section 1.1 above. herewith. Until the Existing Securities have been delivered to the Company, the Investor Investors shall bear the risk that they are acquired by a bona fide purchaser with no notice of the Investor's Investors' and the Company's claims. As used herein, "Common Stock" means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed. As used herein, "Person" means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind. As used herein, "Trading Day" means any day on which the Common Stock is traded on the principal securities exchange or securities market on which the Common Stock is then traded. 1.3 The Company and the Investor Investors shall execute and/or deliver such other documents and agreements as are customary and reasonably necessary to effectuate the Exchanges, including, at the request of the Company or its transfer agent, executed stock powers in customary form. View More
Exchange. 2.1. In exchange for four million two hundred thousand (4,200,000) of the Stockholders Common Shares, the Stockholder shall receive the Promissory Note in the amount of Two Hundred and Forty Thousand US Dollars ($240,000) (the "Exchange"). The Stockholder shall retain any remaining Common Shares which are not included in the Exchange. The Common Shares subject to the Exchange shall be defined as the "Exchanged Shares". Exchange Agreement 2.2. Promptly after the date of this Agreement, the Stockh...older shall return certificates representing all of the Exchanged Shares to the Company (or the Company's Transfer Agent at the discretion of the Company), with instructions to cancel such Exchanged Shares and the Stockholder agrees to take such other actions and execute such other documents as may be required by the Company or the Company's Transfer Agent to perfect the cancellation of the Exchanged Shares.View More
Exchange. 2.1. In exchange for four million two six hundred and fifty thousand (4,200,000) (650,000) of the Stockholders Common Shares, the Stockholder shall receive the Promissory Note in the amount of Two Forty-Two Thousand Five Hundred and Forty Thousand US Dollars ($240,000) ($42,500) (the "Exchange"). The Stockholder shall retain any remaining Common Shares which are not included in the Exchange. The Common Shares subject to the Exchange shall be defined as the "Exchanged Shares". Exchange Agreement ...2.2. Promptly after the date of this Agreement, the Stockholder shall return certificates representing all of the Exchanged Shares to the Company (or the Company's Transfer Agent at the discretion of the Company), with instructions to cancel such Exchanged Shares and the Stockholder agrees to take such other actions and execute such other documents as may be required by the Company or the Company's Transfer Agent to perfect the cancellation of the Exchanged Shares. View More
Exchange. On the date hereof, pursuant to Section 3(a)(9) of the Securities Act, the Holder hereby agrees to convey, assign and transfer the Existing Note to the Company in exchange for which the Company agrees to issue the New Note to the Holder. On the date hereof, in exchange for the Existing Note, the Company shall deliver or cause to be delivered to the Holder (or its designee) the New Note at the address for delivery set forth opposite the Holder's name on the Schedule of Buyers to the March Purchas...e Agreement (or such other address as specified in writing (which may include an e-mail) to the Company on or prior to the date hereof). The Holder acknowledges and agrees that the aggregate principal outstanding under the New Note shall not include any Restricted Principal (as defined in the Existing Note).View More
Exchange. On the date hereof, pursuant to Section 3(a)(9) of the Securities Act, the Holder hereby agrees to convey, assign and transfer the Existing Note to the Company in exchange for which the Company agrees to issue the New Note to the Holder. On the date hereof, in exchange for the Existing Note, the Company shall deliver or cause to be delivered to the Holder (or its designee) the New Note at the address for delivery set forth opposite the Holder's name on the Schedule of Buyers to the March Securit...ies Purchase Agreement (or such other address as specified in writing (which may include an e-mail) to the Company on or prior to the date hereof). The Holder acknowledges and agrees that the aggregate principal outstanding under the New Note shall not include any Restricted Principal (as defined in the Existing Note).View More
Exchange. Pursuant to Section 3(a)(9) of the Securities Act, the Holder hereby agrees to convey, assign, transfer and surrender the Existing Warrant to the Company, in exchange for which the Company agrees to issue the Exchange Stock to the Holder. On the date hereof, in connection with the Exchange, the Company shall cause its transfer agent to deliver to the Holder the Exchange Stock by electronic delivery at the applicable balance account at the Depositary Trust Company ("DTC") in accordance with the i...nstructions set forth on Schedule A within two business days of this Agreement subject to rule 144. Effective upon the Holder's receipt of such Exchange Stock, the Existing Warrant held by the Holder will be deemed cancelled and all rights of the Holder thereunder will terminate. As soon as commercially practicable following the date hereof, the Holder shall return the original certificates with respect to the Existing Warrant to the Company (or a lost warrant affidavit in form and substance reasonably acceptable to the Company).View More
Exchange. Pursuant to Section 3(a)(9) 4(a)(2) and Rule 144(d)(3)(ii) of the Securities Act, the Holder hereby agrees to convey, assign, assign and transfer and surrender the Existing Warrant to the Company, in exchange for which the Company agrees to issue the Exchange Stock Shares to the Holder. On No later than the second business day after the date hereof, in connection with the Exchange, the Company shall cause its transfer agent to deliver to the Holder the Exchange Stock Shares by electronic deliver...y at the applicable balance account at the Depositary Trust Company ("DTC") in accordance with the instructions set forth on Schedule A within two business days of this Agreement subject to rule 144. A. Effective upon the Holder's Holderas receipt of such Exchange Stock, Shares, (i) the Existing Warrant held by the Holder will be deemed cancelled and all rights of the Holder thereunder will terminate. terminate and be deemed waived and (ii) the Holder will be deemed to have consented to the waiver and termination of all rights of all Other Holders under the Other Warrants pursuant to Section 9 thereof. As soon as commercially practicable following the date hereof, the Holder shall return the original certificates with respect to the Existing Warrant to the Company (or a lost warrant affidavit in form and substance reasonably acceptable to the Company). View More
Exchange. Each party shall cooperate with the other and shall execute any and all documents necessary to allow such party (or its affiliates) to effectuate the conveyance of the Property as an exchange under Section 1031 of the Internal Revenue Code; provided, however, that at no time shall the cooperating party be required to take title to real estate other than the Property or incur any obligations other than those set forth elsewhere in this Agreement. The exchanging party shall pay all reasonable cost...s which may be incurred by the cooperating party in connection with such tax free exchange, and the exchanging party shall indemnify the cooperating party and hold it harmless from any loss, cost, damage, expense or liability incurred in connection therewith. -13- PSA (Bulk Stores) DocuSign Envelope ID: 190D9D78-EA02-4B8F-ADBC-6703FD7559F2 35. BANKRUPTCY APPROVAL. The parties acknowledge and agree that this Agreement is subject to the Bankruptcy Requirements and entry of a Sale Order.View More
Exchange. Each party shall cooperate with the other and shall execute any and all documents necessary to allow such party (or its affiliates) to effectuate the conveyance of the Property as an exchange under Section 1031 of the Internal Revenue Code; provided, however, that at no time shall the cooperating party be required to take title to real estate other than the Property or incur any obligations other than those set forth elsewhere in this Agreement. The exchanging party shall pay all reasonable cost...s which may be incurred by the cooperating party in connection with such tax free exchange, and the exchanging party shall indemnify the -13- PSA (Dublin, Georgia) DocuSign Envelope ID: 488E3366-4F8B-480D-AC37-056D2486A759 cooperating party and hold it harmless from any loss, cost, damage, expense or liability incurred in connection therewith. -13- PSA (Bulk Stores) DocuSign Envelope ID: 190D9D78-EA02-4B8F-ADBC-6703FD7559F2 35. BANKRUPTCY APPROVAL. The parties acknowledge and agree that this Agreement is subject to the Bankruptcy Requirements and entry of a Sale Order.View More
Exchange. On the Closing Date, subject to the terms and conditions of this Agreement, the Holder shall, and the Company shall, pursuant to Section 3(a)(9) of the Securities Act, exchange all of the Held Stock for Warrants exercisable into [ ] shares of Common Stock, the ("Exchange Securities"). Subject to the conditions set forth below, the Exchange shall take place electronically by the remote exchange of documents, or at such other time and place as the Company and the Holder mutually agree (the "Closin...g" and the "Closing Date"). At the Closing, the following transactions shall occur (such transactions in this Section 1, the "Exchange"): 1.1 On the Closing Date, in exchange for the Held Stock, the Company shall deliver the Exchange Securities to the Holder or its designee in accordance with the Holder's delivery instructions set forth on the Holder's signature page hereto. Upon receipt of the Exchange Securities in accordance with this Section 2.1, all of the Holder's rights under the Held Stock shall be extinguished. The Holder shall tender to the Company's transfer agent (with all necessary endorsements) the Held Stock within five (5) Trading Days (as defined below) of the Closing Date. 1.2 On the Closing Date, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Exchange Securities, irrespective of the date such Exchange Securities are delivered to the Holder in accordance herewith. As used herein, "Trading Day" means any day on which the Common Stock is traded on the NASDAQ Capital Market, or, if the NASDAQ Capital Market is not the principal trading market for the Common Stock, then on the principal securities exchange or securities market on which the Common Stock is then traded. 1.3 The Company and the Holder shall execute and/or deliver such other documents and agreements as are customary and reasonably necessary to effectuate the Exchange.View More
Exchange. On the Closing Date, Date (as defined below), subject to the terms and conditions of this Agreement, the Holder shall, and the Company shall, pursuant to Section Sections 4(a)(2) and 3(a)(9) of the Securities Act, exchange all of the Held Common Stock for Warrants exercisable into [ ] shares of Common Stock, the ("Exchange Securities"). Exchange Preferred Stock. Subject to the conditions set forth below, herein, the exchange of the Common Stock for the Exchange Preferred Stock shall take place e...lectronically by the remote exchange of documents, on June 4, 2019, or at such other time and place as the Company and the Holder mutually agree (the "Closing" and the "Closing Date"). At the Closing, the following transactions shall occur (such transactions in this Section 1, the transaction an "Exchange"): 1.1 On the Closing Date, in exchange for the Held Common Stock, the Company shall deliver the Exchange Securities Preferred Stock to the Holder or its designee in accordance with the Holder's delivery instructions set forth on the Holder's Holder signature page hereto. Upon receipt of the Exchange Securities Preferred Stock in accordance with this Section 2.1, 1.1, all of the Holder's rights under with respect to the Held Common Stock shall be extinguished. The Holder shall tender to the Company's transfer agent (with all necessary endorsements) Company the Held Common Stock within five (5) three Trading Days (as defined below) of the Closing Date. 1.2 On the Closing Date, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Exchange Securities, Preferred Stock, and the Common Stock shall be deemed for all corporate purposes to have been cancelled, irrespective of the date such Exchange Securities Preferred Stock are delivered to the Holder in accordance herewith. As used herein, "Trading Day" means any day on which the Common Stock is traded on the NASDAQ Capital Market, or, if the NASDAQ Capital Market is not the principal trading market for the Common Stock, then on the principal securities exchange or securities market on which the Common Stock is then traded. 1.3 The Company and the Holder shall execute and/or deliver such other documents and agreements as are customary and reasonably necessary to effectuate the Exchange.View More
Exchange. 2.1. Exchange of Units. Subject to the terms and conditions of this Agreement, the Company hereby exchanges, effective immediately following the Transaction Closing, 3,346,976.00 Class K Common Units for 1,801,091.46 Class A Common Units (the "Units"). The Units consist of (a) 1,080,654.88 Class A Common Units subject to time-based vesting in accordance with Section 3.1 (the "Time-Based Units") and (b) 720,436.58 Class A Common Units subject to return-based vesting in accordance with Section 3.2... (the "Return-Based Units"). The Class A Common Units are not subject to a Benchmark Amount. 2.2. Closing; Deliveries. (a) The exchange of the Units shall take place remotely via the exchange of documents and signatures effective as of immediately following the Transaction Closing (which time and place are designated as the "Closing"). Notwithstanding anything to the contrary herein, to the extent the Transaction is not consummated, this Agreement shall be null and void ab initio and the Prior Agreement shall remain in full force and effect. 2.3. Right to Distributions. Notwithstanding anything to the contrary in the LLC Agreement or this Agreement, any distributions (or portions thereof) with respect to any Unit that remains subject to forfeiture pursuant to Section 3.1(a) and 3.2(a) (each, a "Forfeitable Unit") that would otherwise be distributed to Executive pursuant to Section 10.1 of the LLC Agreement shall be held by the Company in a segregated interest-bearing account (separate from and not commingled with the general funds of the Company) and shall be invested in such manner as may be determined by the Board. Any such amount with respect to such a Unit (including any interest or other income with respect thereto) shall be distributed to Executive when such Unit no longer constitutes a Forfeitable Unit; provided, that if any such Unit has been forfeited pursuant to Section 3 or otherwise prior to such distribution, then such amount (including any interest or other income with respect thereto) shall be distributed as determined by the Board pursuant to the provisions of Section 10.1 of the LLC Agreement. For the avoidance of doubt, this Section 2.3 shall not limit any Tax Distributions (as defined in the LLC Agreement) payable to Executive pursuant to Section 10.2 of the LLC Agreement.View More
Exchange. 2.1. Exchange of Units. Subject to the terms and conditions of this Agreement, the Company hereby exchanges, effective immediately following the Transaction Closing, 3,346,976.00 35,244.50 Class K J Common Units for 1,801,091.46 32,469.22 Class A Common Units (the "Units"). The Units consist of (a) 1,080,654.88 Class A Common Units subject to time-based vesting in accordance with Section 3.1 (the "Time-Based Units") and (b) 720,436.58 Class A Common Units subject to return-based vesting in accor...dance with Section 3.2 (the "Return-Based Units"). The Class A Common Units are not subject to a Benchmark Amount. Executive acknowledges that 264,755.50 Class J Common Units were sold by Executive in the Transaction, that such Class J Common Units will not be subject to the Exchange, and that Executive has no future rights associated with such Class J Common Units. 2.2. Closing; Deliveries. (a) The exchange of the Units shall take place remotely via the exchange of documents and signatures effective as of immediately following the Transaction Closing (which time and place are designated as the "Closing"). Notwithstanding anything to the contrary herein, to the extent the Transaction is not consummated, this Agreement shall be null and void ab initio and the Prior Agreement shall remain in full force and effect. 2.3. Right to Distributions. Notwithstanding anything to the contrary in the LLC Agreement or this Agreement, any distributions (or portions thereof) with respect to any Unit that remains subject to forfeiture pursuant to Section 3.1(a) and 3.2(a) 3 (each, a "Forfeitable Unit") that would otherwise be distributed to Executive pursuant to Section 10.1 of the LLC Agreement shall be held by the Company in a segregated interest-bearing account (separate from and not commingled with the general funds of the Company) and shall be invested in such manner as may be determined by the Board. Any such amount with respect to such a Unit (including any interest or other income with respect thereto) shall be distributed to Executive when such Unit no longer constitutes a Forfeitable Unit; provided, that if any such Unit has been forfeited pursuant to Section 3 or otherwise prior to such distribution, then such amount (including any interest or other income with respect thereto) shall be distributed as determined by the Board pursuant to the provisions of Section 10.1 of the LLC Agreement. For the avoidance of doubt, this Section 2.3 shall not limit any Tax Distributions (as defined in the LLC Agreement) payable to Executive pursuant to Section 10.2 of the LLC Agreement. View More
