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Exchange Offer Registration
Exchange Offer Registration contract clause examples
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Notice and Offer. In the event of any Debt Prepayment Application under [Section 10.7] of this Agreement, the will, within 10 days of the occurrence of the Transfer (a “Debt Prepayment Transfer”) in respect of which an

Non-Consummation Offer. If, to the knowledge of the Selling Stockholder, any filing required by Rule 424 in connection with an offering of Shares shall not have been made or the representations and warranties of the Selling Stockholder contained in this Agreement shall not be true and correct on the applicable Settlement Date, the Selling Stockholder shall use commercially reasonable efforts to offer to any person who has agreed to purchase Shares from or through the Agent or the Forward Purchaser the right to refuse to purchase and pay for such Shares.

Communication of Offer. No Holder is purchasing the Securities as a result of any “general solicitation” or “general advertising,” as such terms are defined in Regulation D, which includes, but is not limited to, any advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media or on the internet or broadcast over television, radio or the internet or presented at any seminar or any other general solicitation or general advertisement.

that certain letter agreement Re: Reload Offer of Common Stock Purchase Warrants, dated as of July 29, 2021, by and between and ; and

Procedure for Offer. From time to time, prior to leasing the First Offer Space to a third party, shall deliver written notice to (the “First Offer Notice“) describing First Offer Space (or portion thereof) that is then available and pursuant to such First Offer Notice, shall offer to lease to the First Offer Space described in the First Offer Notice. shall not deliver a First Offer Notice to less than one (1) month, or more than twelve (12) months, prior to the anticipated execution date of a lease for the applicable First Offer Space. The First Offer Notice shall describe space so offered to and shall set forth the rent and the other economic terms upon which is willing to lease the First Offer Space to , as well as the date(s) on which the First Offer Space will be available to be delivered to for the purposes of allowing to construct improvements therein and/or occupy the First Offer Space. The rentable square footage of the First Offer Space shall be as set forth in the First Offer Notice. If a First Offer Notice includes space in addition to First Offer Space, then such additional space shall be considered part of the “First Offer Space” for purposes of such First Offer Notice only and all the terms and provisions of this [Section 1.3.2] shall apply to such additional space as though it were part of the First Offer Space for purposes of such First Offer Notice only.

Exchange Right. Pursuant to the right of the Company and the holders of Partnership Units to modify the exchange right applicable to the Partnership Units held by them pursuant to [Section 8.05(a)] of the A&R LPA, the exchange right with respect to the Partnership Units issuable upon exercise of the Warrants shall be subject to this Section 8(b) and shall not be subject to the terms of the exchange right in Section 8.05 of the A&R LPA.

On the terms and subject to the conditions set forth in this Agreement, each of the CR Shareholders shall sell, assign, transfer, and deliver, free and clear of all liens, all of the Exchange Shares to FDOC, in exchange for the issuance to the CR Shareholders, on a pro rata basis, of a total of 6,145,000 shares of Common Stock of FDOC, representing 72.88% of FDOC’s issued and outstanding stock, on a fully diluted basis (the “FDOC Stock”), after taking into account # ’s planned 1-for-150 reverse split of its common stock (the “Reverse Stock Split”) such that at the closing of the Exchange (the “Closing”), the Company shall be a wholly-owned subsidiary of FDOC, # the issuance of an additional 2,000,000 shares of Common Stok of FDOC in respect of financings to be completed by FDOC as detailed in [Schedule 3], # the issuance of 6,150,000 Milestone Warrants, as defined in section 1.1.3, and # the issuance of Post Closing FDOC Options as described in [section 1.3] (a)(ii).

Exchange Program. The Administrator may not institute an Exchange Program.

Exchange Act. The Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, as such law, rules and regulations may be amended from time to time.

Exchange Cap. Subject to Section 2(e)(ii) below, shall not issue or sell any shares of Common Stock pursuant to this Agreement, and shall not purchase or acquire any shares of Common Stock pursuant to this Agreement, to the extent that after giving effect thereto, the aggregate number of shares of Common Stock that would be issued pursuant to this Agreement would exceed the maximum number of shares of Common Stock that may issue pursuant to this Agreement and the transactions contemplated hereby (taking into account all shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of The NYSE AMERICAN LLC) without # breaching ’s obligations under the applicable rules of The NYSE AMERICAN LLC or # obtaining stockholder approval under the applicable rules of The NYSE AMERICAN LLC (the “Exchange Cap”), unless and until elects to solicit stockholder approval of the transactions contemplated by this Agreement and the stockholders of have in fact approved the transactions contemplated by this Agreement in accordance with the applicable rules and regulations of The NYSE AMERICAN LLC and the Certificate of Incorporation and Bylaws of . For the avoidance of doubt, may, but shall be under no obligation to, request its stockholders to approve the transactions contemplated by this Agreement; provided, that if stockholder approval is not obtained in accordance with this Section 2(e)(i), the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term of this Agreement (except as set forth in Section 2(e)(ii) below).

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