Exchange Control Information

Exchange Control Information

Exchange Control Information. Certain restrictions and requirements may apply if and when you transfer proceeds from the sale of shares of Common Stock or any cash dividends paid with respect to such shares into Argentina.

At the Closing, each Shareholder shall be entitled to surrender the certificate or certificates that immediately prior to the Closing represented the [[Organization B:Organization]] Shares of Common Stock and Preferred Stock (the “Certificates”) to the exchange agent designated by Cosmos in exchange for the Acquisition Shares.

Exchange Act Compliance. The documents incorporated or deemed to be incorporated by reference in the Prospectus, at the time they were or hereafter are filed with the Commission, and any Free Writing Prospectus or amendment or supplement thereto complied and will comply in all material respects with the requirements of the Exchange Act, and, when read together with the other information in the Prospectus, at the time the Registration Statement and any amendments thereto become effective and at each Time of Sale, as the case may be, will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Stock Exchange Listing. The Common Shares are registered pursuant to Section 12(b) or 12(g) of the Exchange Act and are listed on the Principal Market, and the Company has taken no action designed to, or likely to have the effect of, terminating the registration of the Common Shares under the Exchange Act or delisting the Common Shares from the Principal Market, nor has the Company received any notification that the Commission or the Principal Market is contemplating terminating such registration or listing. To the Company’s knowledge, it is in compliance with all applicable listing requirements of the Principal Market.

Exchange Act Compliance. During the Agency Period, the Company shall # file, on a timely basis, with the Commission all reports and documents required to be filed under Section 13, 14 or 15 of the Exchange Act in the manner and within the time periods required by the Exchange Act; and # either, at the Company’s option, # include in its quarterly reports on Form 10-Q and its annual reports on Form 10-K, a summary detailing, for the relevant reporting period, # the number of Shares sold through the Agent pursuant to this Agreement and # the net proceeds received by the Company from such sales, or # prepare a prospectus supplement containing, or include in such other filing permitted by the Securities Act or Exchange Act (each such filing, an “Interim Prospectus Supplement”), such summary information and, at least once a quarter and subject to this Section 4, file such Interim Prospectus Supplement pursuant to Rule 424(b) under the Securities Act (and within the time periods required by Rule 424(b) and Rule 430B under the Securities Act).

During the Exchange Period for a particular Collaboration Antigen, SGI has the right to substitute another Antigen in place of such Collaboration Antigen (each a “Replacement Antigen”), subject to the nomination and acceptance process described in this [Section 2.3] (each, a “Collaboration Antigen Exchange”). SGI has the right to conduct a Collaboration Antigen Exchange # up to a total ​ across the entire Research Program if the Parties have not selected, or do not select, the [[Unknown Identifier]] Antigen (e.g., SGI may replace ​ Collaboration Antigen ​, or one Collaboration Antigen ​), or # up to a total of ​ across the entire Research Program if the Parties have selected the [[Unknown Identifier]] Antigen (e.g., SGI may replace each Collaboration Antigen ​, one Collaboration Antigen ​, or one Collaboration Antigen ​and another Collaboration Antigen ​. The permitted Collaboration Antigen Exchanges will be conducted free of charge.

The Notes are in registered form without coupons in denominations of $2,000 principal amount and whole multiples of $1,000 in excess thereof. No Holder shall assign any interest in its Initial Notes or Roll-Up Notes or New Money DIP Notes unless # it sells the same percentage of its Initial Notes, Roll-Up Notes and New Money DIP Notes and any unfunded commitments to the assignee, # such assignee, in its capacity as a Holder of Initial Notes, Roll-Up Notes and New Money DIP Notes and commitments, has provided its consent to any amendment or supplement to the Indenture, the Initial Notes, any Security Document or the Intercreditor Agreement, to permit the transactions contemplated by the Third Supplemental Indenture, the issuance of the DIP Notes and all other documents, agreements and instruments executed in connection therewith and # such Holder and assignee have completed # updated purchaser schedules in the New Money DIP Note Purchase Agreement reflecting their respective commitments after giving effect to such assignment, # a joinder to the New Money DIP Note Purchase Agreement in the form of an assignment agreement set forth on [Schedule 13.3] thereto, # an Assignment Agreement (in the form attached hereto, or in such other form and substance accepted by the Roll-Up Notes Agent in its sole discretion (the “Assignment Agreement”) has been duly executed by such assignor and

The Share Exchange. Promptly after the execution of this Agreement, the shareholders of the Company shall exchange each of their shares of capital stock of the Company for an equivalent share in HoldCo (the "Share Exchange") pursuant to an agreement that provides for no transfer of consideration or other material terms other than the exchange of shares.