Exchange Clause Example with 7 Variations from Business Contracts
This page contains Exchange clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
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
Variations of a "Exchange" Clause from Business Contracts
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, the Holder and the Company shall, pursuant to Section 3(a)(9) of the Securities Act of 1933 (the "Securities Act"), exchange the Preferred Stock for the Securities ...for shares of and in the Series C-2. amounts set forth on Schedule I hereto. 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 Securities to each Investor the Holder (or its designees); provided that each Investor has complied with its obligations in this Section 1. Promptly after designees) and the Closing Date, the Company shall deliver a certificate evidencing the Series C-2 to the Investor. 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 Securities with all rights and shall have the right to convert the Series C-2, obligations set forth in such Securities irrespective of the date the Company delivers the certificate evidencing Securities to the Series C-2 to each Investor. Holder. 1.2. No Rights Following Exchange. Upon receipt of the Series C-2 Securities in accordance with Section 1.1, each Investor's all of the Holder's rights under the Securities Preferred Stock pursuant to the Certificate of Designation 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. all such Preferred Stock shall be deemed cancelled and no longer outstanding. 1 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 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 the Holder 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) executed Agreement, (ii) certificates previously issued to Holder representing the executed Agreement Preferred Stock, 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 (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 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.... B in accordance with the Certificate of Designations and in the amounts set forth on Schedule I hereto. 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 B 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 B 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 B and shall have the right to convert the Series C-2, B, subject to the Certificate of Designations, irrespective of the date the Company delivers the certificate evidencing the Series C-2 B to each Investor. the Holder. 1.2. No Rights Following Exchange. Upon receipt of the Series C-2 B 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 all such Securities or any purchase agreement, security agreement, pledge agreement, warrant, guarantee or any other document executed in connection with the issuance of the Securities. shall be deemed cancelled and no longer outstanding. 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 April 30, 2021, the Holder shall have the right, by delivery of written notice to the Company 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. 1.5. 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, Pearlman Law Group, LLP, as counsel to the Company, (i) the executed Agreement, (ii) certificates, promissory notes and warrants previously issued to Holder representing 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 appropriate stock powers, 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. 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 June __, 2021 (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. Exchanged Securities. 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 Exchanged Securities to each Investor the Holder (or its designees); provided that each Investor the Holder has complied with its obligations in this Section 1 and has signed a Securities Purchase Agreement, Registration Rights Agreement and Security Agreement. Promptly after the Closing Date, the Company shall deliver a certificate evidencing the Series C-2 Exchanged Securities 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 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. Exchanged Securities. 1.2. No Rights Following Exchange. Upon receipt of the Series C-2 Exchanged Securities 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 Exchanged Securities, 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. Securities and the security interests granted by the to the Holder under any agreement or document executed in connection with the issuance of the Securities are hereby terminated and shall have no further force or effect. In addition, the Holder hereby authorizes the Company or his/her/its representatives to take all actions as they determine in their sole discretion to discharge and release any and all security interests, pledges, liens, and other encumbrances held by Holder on the Company's assets. 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 July 1, 2021, 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 September 16, 2021 (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 th...e Series C-2. New Securities. 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 New Securities to each Investor (or its designees); provided that each Investor has complied with its obligations in this Section 1. Promptly after The New Securities shall be issued as book-entry securities directly registered in the Closing Date, Investor's name on the Company shall deliver a certificate evidencing the Series C-2 to the Investor. Company's books and records or, if requested by any Investor, such holder's shares may be issued in certificated form. 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 New Securities and shall have the right to convert the Series C-2, E-1, irrespective of the date the Company delivers the certificate evidencing the Series C-2 E-1 to each Investor. 1.2. No Rights Following Exchange. Upon receipt of the Series C-2 New Securities 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") 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, New Securities, 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 Exchange and the Company is authorized to terminate file any documents which it deems necessary or required to effectuate the transactions contemplated by this Agreement (such date, Agreement, including any document to be filed with the "Termination Date"). From the date hereof until the earlier Nevada Secretary 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. State. 1.4. 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. -1- 1.5. 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
