Exchange Clause Example with 5 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. 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
Variations of a "Exchange" Clause from Business Contracts
Exchange. (a) On the Closing Date (as defined below), subject upon the tender of the Investor's Existing Securities, the Company shall cause the number of Exchange Securities determined in accordance with Section 2(c) hereunder to be issued 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. Investor. Subject to the satisfaction or waiver of the conditions... set forth herein, in Section 3, the exchange of the Existing Securities for the Exchange Securities (the "Closing") shall take place by electronic exchange of executed documents. (b) The Investor may cause a Closing to take place, subject to the satisfaction or waiver of the conditions set forth in Section 3, at the offices of Sheppard, Mullin, Richter & Hampton, LLP or any time before December 24, 2021, at such other place its sole election, so long as it has given at least two business days' written notice to the Company (the date of such Closing, an "Investor Option Closing Date"). (c) If by December 22, 2021, the Investor has not provided notice of an Investor Option Closing Date, then the Company, at its sole election, by giving written notice to the Investor, may cause a Closing to take place, subject to the satisfaction or waiver of the conditions set forth in Section 3, on or about December 24, 2021 (the date of such Closing, a "Company Option Closing Date"; each of the Investor Option Closing Date and the Investor mutually agree (the "Closing" and such date, the Company Option Closing Date may be referred to herein as a "Closing Date"). (d) At the Closing, the following transactions shall occur (such transaction an "Exchange"): 1.1 (i) 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. The number of Exchange Securities to be issued in the Exchange shall be determined in accordance with the following formula: No. of Shares of Common Stock to be Issued = W + X + Y Z Where: "W" is the Stated Value of the Existing Securities subject to the Exchange; "X" is the value of any accrued dividends on the Existing Securities, which, in accordance with the Certificate of Designations for the Existing Securities, accrue on a daily basis in arrears at the rate of 8% per annum on the Stated Value (as defined in such Certificate of Designations) of the Existing Securities; "Y" is the amount of the "Redemption Premium," if any, on such shares of Existing Securities reflected on Schedule A subject to the Exchange; and "Z" is the Conversion Price. Upon receipt of the Exchange Securities in accordance with this Section 1.1, 2(c), all of the Investor's rights under the exchanged 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 (ii) On the Closing Date, the Investor shall be deemed for all corporate purposes to have become the holder of record of the Exchange Securities, and the Existing Securities shall be deemed for all corporate purposes to have been cancelled, 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 2 (iii) 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 the Company shall, pursuant to Section 3(a) (9) 3(a)(9) of the Securities Act, exchange the Existing Securities Exchange Warrants for the Exchange Securities. New Securities (the "Exchange"). Subject to the conditions set forth herein, the exchange of the Existing Securities Exchange Warrants for the Exchange New Securities shall take place at the offices of Sheppard, Mullin, Ri...chter & Hampton, LLP on July 19, 2021, or at such other time and place as the Company and the Investor mutually agree in writing (the "Closing" and the date of such date, Closing, the "Closing Date"). At the Closing, the following transactions shall occur (such transaction an "Exchange"): occur: 1.1 On the Closing Date, in exchange for the Existing Securities, Exchange Warrants, the Company shall deliver Exchange New 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 New Securities in accordance with this Section 1.1, all of the Investor's rights under the Existing Securities Exchange Warrants shall be extinguished. The Investor shall tender to the Company the Existing Securities within three Exchange Warrants no later than five (5) Trading Days (as defined below) of following the Closing Date. Date for cancellation. 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 New Securities, irrespective of the date such Exchange New Securities are delivered to the Investor in accordance herewith. The Existing Securities Exchange Warrants shall be deemed for all corporate purposes to have been cancelled upon receipt of the Exchange New 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
