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Exchange Procedures
Exchange Procedures contract clause examples

Exchange Procedures. Subject to the conditions set forth in this Agreement, as soon as commercially practicable (but not more than five (5) Business Days) after the Effective Time, Parent shall cause the Exchange Agent to mail or otherwise deliver to each Company Stockholder a stockholder letter of transmittal in substantially the form attached hereto as [Exhibit G] (the “Letter of Transmittal”) to the address set forth opposite such holder’s name on the Spreadsheet. After receipt of such Letter of Transmittal and any other documents (including a Certification Form pursuant to ACTIVE/108710474.16

Exchange Procedures. Prior to or as soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate (a “Chinos Certificate”) or book-entry share (an “Chinos Book-Entry Share”) that immediately prior [[Organization B:Organization]] Effective Time represented outstanding shares of Chinos Common Stock, Chinos Series A Preferred Stock or Chinos Series B Preferred Stock, as applicable, and to each holder of record of a certificate (a “J.Crew Certificate” and, together with a Chinos Certificate, a “Certificate”) or book-entry share (a “J.Crew Book-Entry Share” and, together with an J.Crew Book-Entry Share, a “Book-Entry Share”), that immediately prior [[Organization B:Organization]] Effective Time represented outstanding shares of J.Crew Common Stock, as applicable, whose shares were converted into the right to receive the applicable Merger Consideration, # a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title [[Organization B:Organization]] Certificates shall pass, only upon delivery of the Certificates or Book-Entry Shares [[Organization B:Organization]] Exchange Agent, and which shall be in such form and have such other provisions as [[Issuer:Organization]] may reasonably specify), # instructions for use in effecting the surrender of the Certificates and Book-Entry Shares in exchange for the applicable Merger Consideration, # the notification required by [Section 228(e)] of the DGCL with respect [[Organization B:Organization]] Required Stockholder Approval, # a joinder [[Organization B:Organization]] [[Issuer:Organization]] Operating Agreement, # a cover letter, including such information regarding the transactions contemplated hereby as may be required under the DGCL and all applicable Laws, together with a copy of this Agreement, to allow such holders to validly waive or assert any applicable appraisal rights, # [except as otherwise required by [[Issuer:Organization]], certification that such holder is, and at the time it acquires the SPV Common Units or SPV Series C Units, as applicable, will be, a “qualified purchaser” as defined in [Section 2(a)(51)(A)] of the Investment Company Act of 1940, as amended, or a “qualified institutional buyer” (as defined under Rule 144A under the Securities Act of 1933, as amended)]3 and # such additional information as Chinos may determine is appropriate. Upon surrender of a Certificate or Book-Entry Share, as applicable, for cancellation [[Organization B:Organization]] Exchange Agent or to such other agent or agents as may be appointed by [[Issuer:Organization]], together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by

Exchange Procedures. Promptly after the Effective Time, the Company shall instruct the Exchange Agent to mail to each record holder of Common Units as of the Effective Time (other than LP Sub) # a letter of transmittal (which shall specify that in respect of certificated units, delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent, and shall be in customary form and agreed to by the Company and the Partnership prior to the Effective Time) and # instructions for use in effecting the surrender of the Certificates or Book-Entry Units in exchange for the Merger Consideration issuable or payable in respect of the Common Units represented by such Certificates or Book-Entry Units. Promptly after the Effective Time, upon surrender of Certificates, if any, for cancellation to the Exchange Agent together with such letters of transmittal, properly completed and duly executed, and such other documents (including in respect of Book-Entry Units) as may be reasonably required pursuant to such instructions, the holders of Common Units (other than LP Sub) shall be entitled to receive in exchange therefor # Company Shares representing, in the aggregate, the number of Company Shares that such holder has the right to receive pursuant to this Article III (after taking into account all Common Units then held by such holder) and # a check in the amount equal to the aggregate amount of cash, if any, that such holder has the right to receive pursuant to [Section 3.3(c)]. No interest shall be paid or accrued on any Merger Consideration or on any unpaid distributions payable to holders of Certificates or Book-Entry Units. In the event of a transfer of ownership of Common Units that is not registered in the transfer records of the Partnership, the Merger Consideration issuable or payable in respect of such Common Units may be issued or paid to a transferee, if the Certificate representing such Common Units or evidence of ownership of the Book-Entry Units are presented to the Exchange Agent, and in the case of both certificated and book-entry Common Units, US 5676929

Exchange. Palogic hereby agrees to # transfer 100,000 shares of SOHOB, 85,000 shares of SOHOO and 35,000 shares of SOHON (the “Palogic Shares”) to the Company in exchange for 1,542,727 shares of Common Stock of the Company (the “Company Shares”), as determined in accordance with [Schedule A] attached hereto and incorporated herein by reference and # waive any and all rights it may have to receipt of declared and unpaid dividends and any accrued and unpaid dividends payable in respect of the Palogic Shares. The transfer of the Palogic Shares to the Company and the waiver of Palogic’s interest in the dividends and the issuance of the Company Shares to Palogic is referred to as the “Exchange” and such Exchange shall occur on the Closing Date (as defined herein), as set forth in [Section 2] of this Agreement. The parties agree and acknowledge that the foregoing economic terms of the Exchange were determined based upon arm’s-length negotiations, and that no additional consideration, financial or otherwise, is or will be provided by either party in consideration of the Exchange of the Palogic Shares and Company Shares described herein.

Exchange. On the Closing Date (as defined below), subject to the terms and conditions of this Agreement, the Company agrees to issue to the Holders the Shares in exchange for the Warrants held by the Holders as of the date hereof and as set forth in the Holders’ signature pages attached hereto. Subject to the conditions set forth below, the Exchange shall take place remotely on the second Trading Day (as defined below) after the date hereof, or at such other time and place as the Company and the Holders mutually agree (the “Closing” and the “Closing Date”). At the Closing, the following transactions shall occur (such transactions in this Section 1, the “Exchange”):

Exchange. Palogic hereby agrees to # 75,000 shares of SOHOO (the “Palogic Shares”) to the Company in exchange for 620,919 shares of Common Stock of the Company (the “Company Shares”), as determined in accordance with [Schedule A] attached hereto and incorporated herein by reference and # waive any and all rights it may have to receipt of declared and unpaid dividends and any accrued and unpaid dividends payable in respect of the Palogic Shares. The transfer of the Palogic Shares to the Company and the waiver of Palogic’s interest in the dividends and the issuance of the Company Shares to Palogic is referred to as the “Exchange” and such Exchange shall occur on the Closing Date (as defined herein), as set forth in [Section 2] of this Agreement. The parties agree and acknowledge that the foregoing economic terms of the Exchange were determined based upon arm’s-length negotiations, and that no additional consideration, financial or otherwise, is or will be provided by either party in consideration of the Exchange of the Palogic Shares and Company Shares described herein.

Exchange. As soon as reasonably practicable following receipt of evidence of delivery and surrender of the Exchanged Warrant in accordance with Section 1 hereof, the Company will cause the number of Exchange Shares to be issued to the Holder to be registered in the name of the Holder or its nominee, and electronically issued through the Deposits and Withdrawal at Custodian program at the Depository Trust Company (the “DTC”) to the Holder’s DTC participant account set forth on [Schedule I] hereto. The Holder shall surrender the Exchanged Warrant in accordance with Section 1 within 5 days of the date hereof. All Exchange Shares shall be deemed to have been validly issued, and any person so designated to be named therein shall be deemed to have become a holder of such Exchange Shares as of the close of business on the date of the delivery thereof. All Exchange Shares shall be issued without restrictive legends; in connection with which, the Holder shall provide satisfactory representation letters and other documentation as may reasonably be requested by counsel to the Company. Upon receipt by the Holder of the Exchange Shares, the Holder shall have no further rights under and hereby waives all claims in or with respect to the Exchanged Warrant and that certain Securities Purchase Agreement, dated as of October 20, 2022 (the “Purchase Agreement”), including, without limitation, any conversion or redemption rights or the right to receive any dividends that may have accrued on such Exchanged Warrant; provided, however, that the Holder will retain its indemnification right under [Section 4.8] of the Purchase Agreement. Upon receipt by the Company of the Exchanged Warrant, the Company shall have no further rights under and hereby waives all claims in or with respect to the Exchanged Warrant and the Purchase Agreement.

Exchange. Effective as of the date of the Uplisting (but immediately prior to the Uplisting), the Fund shall exchange all its Series C Shares and Series D Shares and the amounts owing under the October 7 Promissory Note for a number of Series E Shares equal to the applicable Series E Exchange Value. The Fund shall exchange the Series C Shares and the Series D Shares owned by it by surrendering to the Company such Series C Shares and Series D Shares (and the corresponding certificates, if any, evidencing the same) and by surrendering the October 7 Promissory Note (the “Holder Deliveries”). Upon such surrender, the Company shall issue to the Fund a number of Series E Shares equal to the Series E Exchange Value. In connection with such exchange, the Company and the Fund agree that the Fund shall execute the Series E SPA, as a purchaser thereunder, and that the Fund’s surrender of the Fund Deliveries shall constitute the Fund’s payment of its Subscription Amount (as defined in the Series E SPA) under the Series E SPA. Upon the Uplisting and issuance of the Series E Shares to the Fund, the Series C Shares, Series D Shares and the October 7 Promissory Note owned by the Fund shall be canceled on the

Exchange and Exchange Agreement. This Note (in the original principal amount of $10,340,000.00) and a related note (in the principal amount of $160,000.00) were issued pursuant to an exchange agreement between the Borrower and the original holder dated December 18, 2020 (the “Exchange Agreement”). This Note is being issued in partial replacement of the original $10.34 million Note following an assignment of a $1,000,000 portion by the original holder to the Holder on the date hereof.

Procedures. Notwithstanding any provision in this Agreement to the contrary, any termination of employment by the Executive will not be for Good Reason unless: # Executive delivers written notice to the Company, in accordance with Section 9 below, of the initial existence of the condition which the Executive believes constitutes Good Reason within ninety (90) days of the initial existence of such condition, and which notice specifically identifies such condition, # the Company fails to cure such condition within thirty (30) days after the date the Company receives such notice (the “Cure Period”), and # the Executive actually terminates Executive’s employment within sixty (60) days after the expiration of the Cure Period and before the Company cures such condition. If the Executive terminates Executive’s employment before the expiration of the Cure Period or after the Company remedies the condition (even if after the end of the Cure Period), then the Executive’s termination of employment will not be considered to be for Good Reason.

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