Example ContractsClausesExchange Offer
Exchange Offer
Exchange Offer contract clause examples

Offer Space. Notwithstanding anything to the contrary in this Lease, [[Organization A:Organization]] and [[Organization B:Organization]] acknowledge and agree that neither the Phase 1 Expansion Space nor the Phase 2 Expansion Space is contiguous Offer Space (as defined in the Lease) subject to the expansion rights set forth in [Article 36] of the Lease.

Offer Completion. The Offer shall have been completed in accordance with the terms hereof and the Proxy Statement.

Offer Period. The signed original of this Separation Agreement must be returned to the Chief Legal Officer of the Company no later than March 9, 2023 or this offer will be considered withdrawn.

No Offer. Submission of this instrument for examination and signature by Tenant does not constitute an offer to amend the Lease or a reservation of or option to amend the Lease, and this instrument is not effective as a lease amendment or otherwise until executed and delivered by both Landlord and Tenant.

The outstanding Series C Shares shall be exchangeable, in whole but not in part, for shares of HoldCo Common Stock. The Series C Shares will be exchangeable at the option of the record holders of a majority of the outstanding Series C Shares (the "Exchange Option"), exercised in writing delivered to the Corporation. Said majority holders may exercise the Exchange Option at any time on or after # the distribution date for a distribution by the Buyer pursuant to Section 5.8, # the occurrence of a material breach of any covenant of Buyer set forth in [Exhibit C] hereto which shall be continuing after written notice and a cure period of twenty (20) days, or # any date after April 1, 2023.

Exchange Buyer hereby acknowledges that Seller desires and intends to structure this transaction as a tax-deferred exchange pursuant to Section 1031 of the Internal Revenue Code, as amended Accordingly, Buyer shall, at no additional cost, obligation, or liability to Buyer, cooperate with and assist Seller in perfecting such an exchange, provided that the consummation of the transaction contemplated hereby is not thereby delayed by fault of Buyer

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.

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