Example ContractsClausesExchange or Replacement of Warrants
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Warrants. will issue to the Lender a Warrant to purchase 50,000 shares of common stock. The Warrant will have a term of four years, a strike price of per share, and contain a cashless exercise provision. Notwithstanding any other provision governing the Warrants, the Lender may not exercise these Warrants to the extent that immediately following such exercise the Lender, together with any affiliate thereof, would beneficially own (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder (the “Exchange Act”)) more than 9.99% of the then issued and outstanding common stock of , including the shares issuable upon such exercise and held by the Lender after such Warrant exercise. For this purpose, a representation by the Lender that following such exercise it would not beneficially own more than 9.99% of the outstanding Common Stock of shall be conclusive and binding upon .

Warrant” means this Warrant and all Warrants issued in exchange, transfer or replacement thereof.

Exchange and Replacement of Warrant Certificate. Upon receipt by Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of the Warrant Certificate or any Adjusted Warrant Certificate, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it, and reimbursement to Company of all reasonable expenses incidental thereto, and upon surrender and cancellation of the Warrant Shares, if mutilated, Company will make and deliver a new Warrant Certificate or Adjusted Warrant Certificate in lieu thereof.

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 .

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

Exchange. Subject to the conversion election set forth in this [Section 2], the Company agrees to issue to the Holder 695,728 shares of Series A Convertible Preferred Stock of the Company (the “Series A Preferred Stock”) with the terms set forth in the certificate of designation of preferences, rights and limitations (the “Certificate of Designation”) that is attached hereto as [Exhibit B] and incorporated herein by reference, in exchange for the Notes (including all outstanding but unpaid principal and interest). On the Closing Date, the Company shall file the Certificate of Designation with the State of Delaware and shall deliver to the Agent (as defined in the Certificate of Designation) evidence of such filing and the acceptance thereof by the State of Delaware, which shall be reasonably satisfactory to the Agent, and shall deliver to the Holder an original Series A Preferred Stock certificate dated as of the Closing Date in the name and denomination of shares of Series A Preferred Stock set forth on the signature page hereto within ten Trading Days from the Closing Date. Provided, however, a Holder may within two Trading Days after the Closing Date provide a written notice to the Company that such Holder is electing to convert all or part of the Note(s) held by such Holder pursuant to the terms of such Note. In the event a Holder elects to convert all or a portion of such Holder’s Notes, such Holder shall not be entitled to any shares of Series A Preferred Stock with respect to the portion of the Notes so converted and this Agreement shall be deemed null, void and of no further force or effect with respect to the portion of the Notes so converted.

Exchange. Both Parties agree to promptly exchange all relevant information that relates to the safety of the TLC Products, including, without limitation, any threatened or pending action by any governmental authority and especially all adverse TLC Products reactions, and cooperatively co-work to perform Pharmacovigilance in compliance with regulations.

Exchange Subject to the terms hereof, either party may effect a like-kind exchange under Section 1031 of the Internal Revenue Code of 1986, as amended (the “Code”) Accordingly, each party agrees that it will cooperate with the other to effect a tax-free exchange in accordance with the provisions of Section 1031 of the Code and the regulations promulgated with respect thereto, provided same shall not delay the Closing, unless agreed to by the other party in its sole discretion The exchanging party shall be solely responsible for any additional fees, costs or expenses incurred in connection with the like-kind exchange contemplated by it pursuant to this Paragraph 25, and neither party shall be required to incur any debt, obligation or expense in accommodating the other hereunder In no event shall either party’s ability or inability to effect a like-kind exchange, as contemplated hereby, in any way delay the Closing or relieve the other from its obligations and liabilities under this Agreement Each party hereby agrees to indemnify and hold harmless the other from any liability, losses or damages incurred by the other in connection with or arising out of the [Section 1031] like-kind exchange of the exchanging party, including but not limited to any tax liability This Paragraph 25 shall survive Closing

Exchange. On the terms and subject to the conditions set forth in this Agreement, at the Closing # Shareholders will sell, convey, transfer and assign to Hainan , free and clear of all liens, pledges, encumbrances, changes, restrictions or known claims of any kind, nature or description, and will purchase and accept from Shareholders, 74.52% of currently issued and outstanding equity of AUFP, in the aggregate (the “AUFP Equity”), in the individual amounts as set forth on [Schedule A], and # in exchange for the transfer of such securities by the Shareholders, will sell, convey, transfer and assign to Shareholders or the third party Shareholders appoint, and Shareholders will purchase and accept from , fourteen million (10,432,800) newly-issued shares of common stock of , par value , in the aggregate (the “ Shares”), in the individual amounts as set forth on [Schedule A] (such exchange referred to herein as the “Exchange”). Upon completion of the Exchange, 74.52% of AUFP Equity shall be held by through Hainan . Shares will be 100% of issued and outstanding shares of common stock of , par value .

In consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Holders agree to deliver and surrender to the Company: # certificates representing 200,000 shares of Common Stock, and # and, for cancellation, 2,368,658 Warrants, in exchange for an aggregate total of 1,976,494 shares of Series C Preferred (the “Exchange Shares”), and the Company agrees to issue and deliver the Exchange Shares to the Holders.

Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of (and any Hedging Agreement shall be deemed not to be a “Loan Document” for purposes of this [Section 8.01]), if a Benchmark Transition Event, Term SOFR Transition Event or an Early Opt-in Election, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace LIBO Rate with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m.and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then # if a Benchmark Replacement is determined in accordance with [clause (1) or (2)])] of the definition ofBenchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and # if a Benchmark Replacement is determined in accordance with [clause (3)] of the definition ofBenchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after (New York City time) on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all Lenders and the Borrowerdate notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such amendmentBenchmark Replacement from Lenders comprising the Required Lenders. Any such amendment with respect to an Early Opt-in Election will

Replacement Notes. Upon the consummation of any assignment to a Purchaser hereunder, the transferor Lender, the Administrative Agent and the Borrowers shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by promissory notes, make appropriate arrangements so that, upon cancellation and surrender to the Borrowers of the previously issued promissory notes (if any) held by the transferor Lender, new promissory notes issued hereunder or, as appropriate, replacement promissory notes are issued to such transferor Lender, if applicable, and new promissory notes or, as appropriate, replacement promissory notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective Revolving Loan Commitments (or, if the applicable Termination Date has occurred, their respective Revolving Credit Obligations) or Term Loan Commitment or Term Loans, as applicable, as adjusted pursuant to such assignment.

Replacement Awards. Subject to Applicable Laws (including any associated stockholder approval requirements), the Committee may, in its sole discretion and upon such terms as it deems appropriate, require as a condition of the grant of an Award to a Participant that the Participant surrender for cancellation some or all of the Awards that have previously been granted to the Participant under this Plan or otherwise. An Award that is conditioned upon such surrender may or may not be the same type of Award, may cover the same (or a lesser or greater) number of Shares as such surrendered Award, may have other terms that are determined without regard to the terms or conditions of such surrendered Award, and may contain any other terms that the Committee deems appropriate. In the case of Options, these other terms may not include an exercise price that is lower than the exercise price of the surrendered Option unless the Company’s stockholders approve the Option grant itself or the program under which the Option grant is made pursuant to the Plan.

At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower may, by written notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of ), request to replace all or a portion of the Loans under any Class with one or more additional tranches of term loans under this Agreement (the “Replacement Loans”; each such replacement facility, a “Replacement Facility”); provided that # at the time of each such request and upon the effectiveness of each Replacement Facility Amendment, no Default or Event of Default has occurred and is continuing or shall result therefrom, # on a pro forma basis after giving effect to the incurrence of such Replacement Loans (after giving effect to other permitted pro forma adjustment events and any permanent repayment of Debt after the beginning of the relevant determination period but prior to or simultaneous with such Borrowing), the Borrower shall be in compliance with the financial covenants set forth in [[Sections 6.15 and 6.16]6]]6] recomputed as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements shall have been (or shall have been required to be) delivered pursuant to [Section 5.06] and # each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects (provided that if any representation or warranty is by its terms qualified by materiality, such representation shall be true and correct in all respects) immediately prior to, and after giving effect to, the incurrence of such Replacement Loans on and as of the date that such Replacement Loans are made, except in the case of any such representation and warranty that specifically relates to an earlier date, in which case such representation and warranty shall be so true and correct on and as of such earlier date. Each tranche of Replacement Loans shall be in an integral multiple of and be in an aggregate principal amount that is not less than (or such lesser minimum amount approved by the Administrative Agent, acting pursuant to the direction of the Majority ) and shall not exceed the principal amount of the Loans being replaced (plus the amount of fees, expenses and original issue discount incurred in connection with such Replacement Loans). The proceeds of any Replacement Loans shall be applied only to prepay the Loans of the Class which such Replacement Loans are replacing.

Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior any setting of the then-current Benchmark, then # if a Benchmark Replacement is determined in accordance with [clause (a)] of the definition ofBenchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and # if a Benchmark Replacement is determined in accordance with [clause (b)] of the definition ofBenchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after on the fifth (5th) Domestic Business Day after the date notice of such Benchmark Replacement is provided to the Bank without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document.

Replacement Certificates. If a Holder of any Warrant(s) claims that the Certificate(s) representing such Warrant(s) have been mutilated, lost, destroyed or wrongfully taken, then the Company will issue, execute and deliver, in accordance with [Section 3(c)], a replacement Certificate representing such Warrant(s) upon surrender to the Company or the Registrar of such mutilated Certificate, or upon delivery to the Company or the Registrar of evidence of such loss, destruction or wrongful taking reasonably satisfactory to the Company and the Registrar. In the case of a lost, destroyed or wrongfully taken Certificate representing any Warrant(s), the Company and the Registrar may require the Holder thereof to provide such security or indemnity that is reasonably satisfactory to the Company and the Registrar to protect the Company and the Registrar from any loss that any of them may suffer if such Certificate is replaced. Every replacement Warrant issued pursuant to this [Section 3(i)] will, upon such replacement, be deemed to be an outstanding Warrant, entitled to all of the benefits of this Warrant Agreement equally and ratably with all other Warrants then outstanding.

Replacement Director. Following the New Director’s appointment to the Board, if such New Director subsequently resigns or otherwise ceases to serve as a director, other than due to a Termination Event, prior to the expiration of the Voting Period (as defined below), the Investors shall have the ability to recommend a substitute person for appointment to the Board in accordance with this [Section 1.3] (any such replacement nominee shall be referred to as a “Replacement Director,” and upon becoming a Replacement Director, such person shall be deemed a New Director for purposes of this Agreement). Any Replacement Director must # be mutually agreeable by the Board, # qualify as “independent” pursuant to Nasdaq Stock Market listing standards, and # have the relevant financial and business experience to be a director of the Company. Following the identification of an approved Replacement Director, the Company will use its commercially reasonable efforts to appoint the Replacement Director to the Board.

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.

The Notes are in registered form without coupons in denominations of principal amount and whole multiples of 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

Section # The Exchange. On the terms and subject to the conditions set forth in this Agreement, simultaneous with the execution of this Agreement, RQS Capital shall assign, transfer and deliver, free and clear of all liens, pledges, encumbrances, charges, restrictions or known claims of any kind, nature, or description, fifty thousand (50,000) shares of RQS United (the “Transfer Shares”), which constitute all of the issued and outstanding shares of RQS United. In exchange for the Transfer Shares, Tianci shall:

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