139 0 obj <> endobj The Company shall comply with all requirements of FINRA with respect to the issuance of The balance sheet of the Company contained in the Company SEC Report for the quarter ended March31, 2014, is hereinafter referred to as the Company Balance Sheet. Except as set forth on Schedule (ii) Each party hereto shall promptly inform the other party of any communication from any regulatory body, agency, court, tribunal or (d) No Legal, Tax or Investment Advice. Always kick-off your document by providing the statement of purpose. Company pursuant to the terms hereof or for the issuance of the Common Shares upon the conversion of the Series G Preferred Stock pursuant to the terms of the Series G Certificate of Designations. Since the process of data exchange can be complicated and can involve some form of data that is very high in value but not necessarily confidential, rules need to be set between companies involved in a data exchange process, one of which is signing a data exchange agreement. A strong, legally binding contract will include the following elements: A strong contract will be simple, straightforward, and clearly worded. 3. WebWhat Is a Land Exchange Agreement? Company or any other Person in making its investment or decision to invest in the Company, except as expressly set forth in this Agreement. A money agreement is a type of contract agreement form or contract agreement letter. Designed by Elegant Themes | Powered by WordPress, The names and addresses of all the parties involved, A brief description and mission statement of each party, A statement that summarizes the contracted partys role, A description of the business relationship between the parties, A description of what each party promises to provide, A timetable of when the work should be completed, A description of the duration of the contract, Information on payment methods and payment schedule, Information about responsibility for legal fees if a breach occurs, Location and contact details for sending information related to the contract, Signature lines and date lines for when the contract is signed, You can use the free contract template Word offers or the contract template Google Docs provides, but the, As is the case with a contract agreement letter between two parties, constructing a money agreement can be intimidating at first. Some of the main parts of the agreement include the intended purpose of the data exchange, the description of the data that is involved in the exchange, and the clause regarding data updates. of the Company pursuant to the terms or provisions of, or will not conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under, any material agreement, The clause regarding the data descriptiondescribes thedata that will be obtained, utilized, or made accessible throughout the agreement and also identifies the kind and volume of the data that will be created, collected, or re-used. If an employee is paid salary, can an employee force PTO if said employee is out with a doctors excuse? This study proposes a simple and reliable method for determining Ge contents in environmental samples using ICPMS. No order ceasing or suspending trading in any securities of the Company or prohibiting the issuance and/or sale of the Common Shares is in effect and no proceedings for such purpose are It is an introductory statement that reveals both parties intentions as well as the purpose of the agreement. or amended except pursuant to an instrument in writing signed by each of the parties hereto. Deliver this agreement and get it signed in minutes with built-in eSignatures. I'm the proud recipient of multiple Martindale-Hubbell Client Distinction Awards given only to the top 5% of attorneys for quality of service. Any kind of company that runs a service-based business ought to be using a simple professional services agreement with their clients. Value) and shall be convertible, subject to the conditions set forth in the Series G Certificate of Designations, into shares (the Common Shares) of the Companys Common Stock, par value $0.001 per share signNow's web-based DDD is specifically developed to simplify the management of workflow and improve the entire process of proficient document management. sweepstakes and contest rules, and ensures website terms of use and privacy policies are compliant, and provides comprehensive trademark and copyright counseling. In my opinion, that's a built-in conflict of interest. Except as set forth in Schedule 4(b) or as contemplated by this Agreement, there are no agreements to which the Company is a party or by which it is bound with respect to the voting Please review our Privacy Statement and Terms of Use for additional information. Living Will WebAnswer: Phone carriers, also known as mobile network operators, may sell customer data to third parties. Conversion Agreement - MTI Technology Corp., The Canopy Group Inc. and Caldera Systems Inc. Stock Exchange and Stock Purchase Agreement - Cayenta.com Inc., Titan Corp. and Assist Cornerstone Technologies Inc. Share Exchange Agreement - Mercury Interactive Corp., Conduct Ltd. and Conduct Software Technologies Inc. Securities Exchange Agreement - GT Interactive Software Corp., General Atlantic Partners 54 LP and GAP Coinvestment Partners II LP. The Whenever money is involved, it is always a sensible decision to keep yourself and your money protected. With respect to each Subsidiary, (i)the Company owns 100% of each such Exchange Shares and the February 2014 Note Exchange Shares, collectively, the Exchange Shares). Handfasting is an ancient Irish wedding tradition that has come to be interpreted literally, as the symbolic act of tying the knot. Blessing of the Hands These are the hands of your best friend, young. This agreement is the minimum standard of documents required for the companies concerned to participate in a data exchange endeavor. to amend the definition of Original Issue Date contained in the Certificate of Designations, Preferences and Rights of the Series E Preferred Stock to read as follows: Original Issue Date, with respect to any shares of Series Download Doc. A court can also demand another party perform as they agreed originally. It is best to specify any contract termination and modification conditions. A property swap agreement, for example, would be between two real estate. I live in Burke, VA (Fairfax County). respect of which indemnity may be sought under this Agreement shall survive the time at which it would otherwise terminate pursuant to the preceding sentences, if written notice of the inaccuracy or breach thereof giving rise to such right of Two persons, on the other hand, can always enter one to ensure that both parties respect and stick to the agreement. Additional background skills and experience include investment banking, financial analysis, and commercial litigation. There are multiple examples for a simple contract. (i) Except as set forth in Schedule 4(i)(i), the Company has filed all forms, reports and documents required to be filed with Any time youre entering into a new business relationship, you want to make sure you have a strong agreement that sets proper expectations. There can also be two or more parties involved to exchange services of different kinds to do the trade. transactions contemplated by this Agreement. case without the payment of any additional consideration. A contract is best valid when it has an agreement in writing, as they hold much more power than verbal contracts, where the parties often shy away from the original decision, making the decision less concrete in value. A contract agreement helps to protect the parties involved in the agreement from loss. result in a Material Adverse Effect. The substance and terms of the agreement will differ, especially if payment is involved. of the Transaction Documents to which it is a party, assuming the valid execution thereof by the Company and the other parties thereto, the Transaction Documents to which it is a party shall constitute valid and binding obligations of such Person For the numerical analysis, an OpenFOAM-based code, pdFOAM, with a simple electron (c) Nasdaq Matters. It clarifies which items, properties, or services will be exchanged. You can not only go to other countries, but you can also learn about the differences between them and your own. ", "This was an easy way to find an attorney to help me with a contract quickly. Such person represents and warrants to, and covenants with, the Company that (i)it has full right, power, authority and capacity to enter into the Transaction Documents to which it is a For example, it often includes a payment schedule so that the party providing goods or services knows when theyll get paid and can ensure theyre paid at regular intervals for the duration of the contract. Section15. Such Person represents and warrants to, and covenants with, the Company that: (i)it Shares. (public or private) or claims or proceedings by or before a Governmental Entity pending or, to the knowledge of the Company, threatened that are reasonably likely to prohibit or restrain the ability of the Company to enter into this Agreement or which it is a party and the consummation of the transactions contemplated thereby by such Person will not result in any violation of, be in conflict with or constitute a default under, any law, statute, regulation, ordinance, material contract or Section14. It recognizes the rights and responsibilities of each party and typically involves an exchange of goods, money, and/or services. conditions set forth herein, the parties hereto hereby agree as follows: Section1. But the common thing is, that it needs to be written properly in order for the document to be effective. Capital, LLC, a Delaware limited liability company (Aston Capital). or other entity. April 2014 Note Exchange Shares, registered in the name of Aston and bearing the legend specified in Section5(e) hereof. A contract agreement is a legally binding agreement between at least parties. And depending upon the local rights and laws, certain terms and conditions of the agreements can be altered. AEDSs are written contracts between two or more parties that work together to define each party`s responsibilities for each pharmacovigilance activity. See detailed analytics and measure how each recipient is interacting with your sales material. The terms are simple: Rapp agrees to leave the country and stay in plain sight for as long as Cook controls the White House. Management The pending or threatened. Assuming the representations and warranties of the Series F Holder and Aston contained herein are true and Save time and headaches by skipping the painful copy/paste and find & replace on all new proposals for your prospects and customers. In addition, rights must be granted. WebExchange Agreement As a condition of the Holders receipt and acceptance of this Purchase Warrant, Holder agrees that, at any time prior to the complete exercise of this Because in most firms, you make more money when you spend more time on a project. together with the April 2014 Accrued Interest Exchange Shares, the April 2014 Note Exchange Shares; the April 2014 Note Exchange Shares, the Series F Holder The following are some of the most important things youll find in a strong service agreement or business services contract template: Proposable.com offers a variety of service agreement templates. This moreover concludes the basic knowledge that you would need for an independent contract agreement. WebDownload our Basic RentalAgreement PDF. Section7. WebConfiguring WireGuard is as simple as setting up SSH. Before we understand how a contract comes into place, lets understand what and why of it. E Preferred Stock, shall mean the date of issuance of such shares of Series E Preferred Stock. under the Securities Act. A money agreement clarifies how much money will be paid for a particular good or service. Are you considering starting your own business but dont have enough resourcesor you have the resources but dont have the skill to start your own business? other governmental or quasi-governmental body is required for the execution and delivery of the Transaction Documents or the consummation of the transactions contemplated thereby, other than such as have been made or obtained and except for Alen is an attorney and licensed real estate broker with over 15 years of experience representing clients in real estate and business matters. WebThe _____ ethical tradition would see a simple situation of an agreement for an exchange between two parties and would take the two parties' agreement as evidence that both are better off than they were prior to the exchange and thus conclude that overall happiness has been increased by any exchange freely entered into. I can make visually interesting sales presentations, dynamically insert content, and execute agreements. With a quick search, you can find an example of a simple contract agreement or a client contract template that will answer your questions. I ended up finding someone who was a great fit for what I needed. It also ensures that the business receives its finished website on time and designed to its specifications. practice. So in the given case, lets say party A has some services to offer to party B in exchange for goods from them, there will be a simple agreement contract that will contain all the above-mentioned information, and will be closed by the signatures of the involved parties. Section3. WHEREAS, the Company has filed with the Secretary of State of Delaware a Certificate of Sales Quickly build quotes, bids, and estimates with our flexible estimate block. The agreement caters mostly to an exchange of ownership.An example for this kind of agreement to be used is in real estate.A land exchange agreement is a document that states the names, description and the exchange of ownership of the land My employers and clients uniformly appreciate my ability to (i) negotiate and close transactions quickly and effectively, and (ii) to make the complex simple. (c) The parties acknowledge that the Series F Holder Exchange Shares shall be issued to the Series F A SAFE (Simple Agreement for Future Equity) is a type of financing instrument that is commonly used by startups to raise capital from investors. Stock Purchase, Divorce The Audit Committee It understands that its acquisition of the Exchange Shares and the Common Shares has not been registered under the Securities Act or registered or qualified under any state securities laws in reliance on specific exemptions Simple Agreement for Future Equity (SAFE) has become an attractive way for companies, usually startups or early-stage companies, to raise funds profitably. WebThis form states that the owner of certain property desires to exchange the property for other real property of like kind and to qualify the exchange as a nonrecognition transaction. The answer to, Exchanging gifts is highly practiced during the holidays. Holder has agreed to exchange all of the Series F Preferred Shares (including accrued and unpaid dividends thereon) for 5,404.31 shares (the Series F Holder Exchange Shares) of the Companys newly designated Series G (d) Reservation of Common Stock. Upon execution and delivery this WebMinimum recharge of $10. the SEC since January1, 2010, all of which are available to the Series F Holder and Aston on the website maintained by the SEC at http://www.sec.gov (the SEC Website). thereto) contained in the Company SEC Reports (the Company Financials) (i)complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC A QI refers to a person that acts as an intermediary qualified under certain sections of the U.S. Internal Revenue Code to undertake specified activities. Since founding Saper Law Offices in 2005, Daliah has been named a 40 Under 40 by Law Bulletin Publishing Co., a top Media & Advertising attorney by Super Lawyers Magazine 14 years in a row, and has been repeatedly recognized as a leading media and entertainment lawyer by Chambers and Partners. Following the Closing and for so long as the Company qualifies as a Controlled Company (as defined in the NASDAQ Listing Rules), the Company shall comply with such requirements of the NASDAQ Capital Market as shall permit Share Exchange Agreement. (the Common Stock), at the Conversion Price, subject to certain restrictions on conversion set forth in the Series G Certificate of Designations. Complete our 4-step process to provide info on what you need done. Nominal data is a type of data under the qualitative data type that is only used to name variables and has no quantitative value. Data exchange, in its most basic definition, is the process of transmitting and obtaining data in such a way that the information contained or meaning attributed to the data is not affected during transmission. Such Person understands that nothing in the Transaction Documents, You can use the free contract template Word offers or the contract template Google Docs provides, but the contract agreement templates from Proposable are more robust. No Person has acted, directly or indirectly, as a broker, The transaction is often carried out between two people who wish to acquire an item without trading it for monetary value. WebUnder Section 1031 of the United States Internal Revenue Code (26 U.S.C. Probate WebExchange Agreement - Master Graphics Inc. and GECFS Inc. (Mar 30, 1998) Share Exchange Agreement - Wade Cook Financial Corp. and Information Quest Inc. (Jan 1, finder or financial advisor for the Company in connection with the transactions contemplated by this Agreement and no Person is entitled to any fee or commission or like payment in respect thereof. They clearly state expectations and make sure everyones on the same page. (i)agrees to exchange, and accept as payment in full from the Company in respect of, the April 2014 Note Accrued Interest for 196.32 shares of Series G Preferred Stock, and (ii)agrees to exchange the April 2014 Note for 10,759.29 shares And you lose money if your client doesn't get sued. The Company does not directly or indirectly own, or have a right to acquire, any equity or You can create a simple contract agreement using a doc file on your computer. Living in a money-driven environment teaches us how to haggle for a better deal. Get in touch below and we will schedule a time to connect! Let's set aside some time and talk about what your legal needs are. Incentive Agreement - Monksland Holdings BV, Elan International Services Ltd. and Ligand Pharmaceuticals Inc. similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any Person, other than the Subsidiaries. The File Format Google Docs MS Word Pages Size: A4, US Download Land Exchange Agreement Form Sample lincoln.ne.gov Details File Format PDF Size: 23 KB Download House Exchange Agreement Form (d) Due Execution, Delivery and Performance of the Transaction Documents. This form of data is essentially a collection of values that do not have a natural ordering. 2. Exchange methods include barter, monetization, market, contracts, and fairs. THIS EXCHANGE AGREEMENT (this Agreement), dated as of June30, 2014, is entered into by When issued, delivered and paid for in accordance with the terms hereof, the Exchange The data relating to real estate for sale on this website appears in part through the BRIGHT Internet Data Exchange program, a voluntary cooperative exchange of property listing data between licensed real estate brokerage firms in which Modern Realty Results participates, and is provided by BRIGHT through a licensing agreement. Closing indefinitely or for the shorter period explicitly specified herein or therein. WebA data exchange agreement is a legal document that specifies what type of data will be chosen to share among the relevant parties, who has access to that data, and the legal Lease WebTranslations in context of "contract of exchange of" in English-Spanish from Reverso Context: Only the receiver and the advertiser are the ones who must respect their obligations to the contract of exchange of a service or a good against swaps resulting from their respective offers and requests. The Company shall execute such acknowledgements of such assignments and collateral assignments in such Board) and upon the exercise or conversion of options, warrants and preferred stock outstanding on such date. A work agreement letter, a payment agreement letter, a financial agreement letter, and a printable service agreement can all be examples of mutual agreements. Following their name or identity, a brief descriptor to be used throughout the agreement. public statement prior to such consultation and agreement, except as may be required by applicable law. Before public marketplaces are even created, there is an interchange of goods. (b) WebExchange of Shares Agreement Template. In the VB Editor, go to Tools>References. This includes the roofing company, the plumbing service providers, the house and window cleaning service providers who might be responsible for managing and maintaining a property. Preferred Stock (the Series E Stock), 5,000 shares of which are issued and outstanding and (E)10,000 have been designated Series F Preferred Stock, 5,000 shares of which are issued and outstanding. Exchange Agreement - China Resources Development Inc. and Everbright Finance & Investment Co. Ltd. Share Exchange Agreement - Entrust Technologies Inc., Entrust Technologies Ltd. and Northern Telecom Ltd. Support Agreement - Entrust Technologies Inc. and Entrust Technologies Ltd. Share for Share Exchange Agreement - TLC The Laser Center Inc. and 20/20 Laser Centers Inc. Exchange Agreement - China Resources Development Inc. and Everbright Finace & Investment Co. Ltd. the SEC Documents or any other materials presented to such Person in connection with the exchange for the Exchange Shares and the Common Shares constitutes legal, tax or investment advice. So a land exchange agreement is a specific kind of agreement. complying with all requirements of FINRA and providing appropriate notice to NASDAQ with respect to the Exchange Shares and the Common Shares in order to obtain the listing of the Common Shares on the NASDAQ Capital Market as soon as reasonably And here is where an exchange agreement template for your exchange agreement comes in handy. each of which shall constitute an original, but all of which, when taken together, shall constitute but one instrument, and shall become effective when one or more counterparts have been signed by each party hereto and delivered to the other rights, rights of first refusal, rights of first offer, buy-sell rights, co-sale rights or drag-along rights) of any securities of the Company. consummate the transactions contemplated hereby. WebTHIS SHARE EXCHANGE AGREEMENT (this Agreement ) is entered into as of [ ], 2011 by and among World of Jeans & Tops, a California corporation ( WOJT ), the financial statements were or are reasonably expected to be subject to normal and recurring year-end adjustments. (b) Public Announcements. After graduating from UCSD, Mr. Mehdipour attended Southwestern University School of Law where he received his JD. It includes any rights conditions, termination, modification, and invalidation of the exchange agreement. Option Exchange Agreements - Tudou Holdings Ltd. and StarCloud Media Co. Ltd. WebUnder Section 1031 of the United States Internal Revenue Code (26 U.S.C. whole, except liabilities (i)reflected on, reserved against, or disclosed in the notes to the Company Balance Sheet, or (ii)incurred since the date of the Company Balance Sheet in the ordinary course of business consistent with past Agreement, since March31, 2014 through the date hereof, (i)the Company has conducted business only in the ordinary course of its business, and (ii)there has not been any Material Adverse Effect. and among Revolution Lighting Technologies, Inc., a Delaware corporation (the Company), RVL 1 LLC, a Delaware limited liability company (the Series F Holder) and Aston Webanticipated fees before commencement of any exchange of product(s) and/or services. In this step, the relevant addresses and contact details (such as emails, phone numbers, etc) of the companies need to be identified, as well as the details of the authorized people who will be involved in the transaction alongside their titles/roles within the organization theyre representing. WebCopy of the Agreement Regarding the Exchange of Military Liaison Missions Between the Soviet and British Commanders-in-Chief of Zones of Occupation in Germany, 16 September 1946. registration and qualification) under the registration or qualification requirements of all applicable state securities Laws. Section12. A data exchange agreement is a legal document that specifies what type of data will be chosen to share among the relevant parties, who has access to that data, and the legal structures that specify how that information will be assigned, analyzed, and disseminated, as well as to whom it will be disseminated. In addition, all parties involved must be identified. It is now commonly exchanged for money. jointly by the parties hereto, and shall not be strictly construed against any party. It would be difficult to hold one party accountable if someone did not follow through on what was agreed upon. It would specify who entered into the arrangement and who it is between. WebAn advertising agreement is a legal contract executed between a company hosting the advertising and a company providing the advertising. The most common affair that everyone knows is the Among other things, I can efficiently assist you on entity formation, governance, and structure; HR issues; mergers and acquisitions; and the negotiation and drafting of all types of commercial contracts. Lets see them below. I always thought that I would just be a litigator. Entire Agreement. party and to consummate the transactions contemplated thereby and has taken all necessary action to authorize the execution, delivery and performance of the Transaction Documents to which it is a party, and (ii)upon the execution and delivery I won a $13,500,00.00 PCH sweepstakes recently. All notices, requests, consents and other WebA property exchange agreement is a contract between two parties in which each party agrees to exchange specific assets. obligations convertible into, or any agreements or commitments to issue or sell, shares of capital stock or other securities of the Company and there are no agreements or commitments obligating the Company to repurchase, redeem, or otherwise acquire In this particular, scenario, it is related to an exchange of services or goods for a payment. Notices. Lawyers with backgrounds working on exchange agreements work with clients to help. exchange, and accept as payment in full from the Company in respect of, the February 2014 Note Accrued Interest for 108.74 shares of Series G Preferred Stock; and (ii)agrees to exchange the Designated February 2014 Note Principal Amount for endstream endobj startxref Conversion of February 2014 Designated Outstanding Note Obligations, (a) Aston, effective as of the Closing Date and subject to the satisfaction of the conditions set forth herein, hereby (i)agrees to Next, you can think of all the service providers. Simplify your new proposal workflow to just a few clicks and go from spending hours on customizing new proposals to just minutes. enforceable in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors and contracting parties rights generally Many clauses would clarify principles such as criteria and constraints. The relationship between users and ContractsCounsel are not protected as attorney-client privilege or as legal work product. https://www.sec.gov/Archives/edgar/data/917523/000119312514260908/d753883dex101.htm, Fort Lauderdale Exchange Agreement Lawyers, Salt Lake City Exchange Agreement Lawyers. (iii)the Series F Holder shall deliver stock powers duly endorsed in blank with respect to the Series F Preferred Shares (and as soon as practicable following the date of this Agreement shall deliver original stock certificates in respect of Series E Stock have delivered to the Company the written consent in the form attached hereto as Exhibit D. Section5. Daliah Saper operates a cutting-edge internet and social media law practice that regularly leads local and national media outlets to solicit her commentary on emerging internet law issues involving cyberbullying, sexting, catfishing, revenge porn, anonymous online defamation, domain name and user-name squatting, privacy, and the latest business decisions made by social media platforms such as Facebook, Twitter and YouTube. Consulting 2 shares of which are issued and outstanding, (B)25,000 have been designated Series C Convertible Preferred Stock (the Series C Stock), 10,224 shares of which are 1. Offer Letter This enables both parties to have a legal framework in place that can protect the security of the companies involved in the agreement as well as the value of the data involved in the exchange. LLC Recitals are like a preamble that does not contain any legal responsibilities. rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of any Subsidiarys capital stock, and (iv)there are no agreements or Make sure to write the content of the agreement in a simple and clear language that explains the details in an uncomplicated manner. After the main and boilerplate parts of the data exchange agreement have been written down, its time to finalize the entire document. WebOath of Loyalty Mills, Kyle, 1966- "With President Anthony Cook convinced that Mitch Rapp poses a mortal threat to him, CIA Director Irene Kennedy is forced to construct a truce between the two men. on Schedule 4(b), the Company has not issued any shares since May31, 2014 other than pursuant to employee or director equity incentive plans or purchase plans approved by the Board of Directors of the Company (the Joint Venture Such Person has consulted such legal, tax and investment (e) Amendment to Terms of Series E Stock. Landlord-Tenant Only a client that has its public key in its corresponding server configuration file is allowed to connect. Shares, Conversion of February 2014 Designated Outstanding Note Obligations, Conversion of April 2014 Note Outstanding Obligations, The Companys Representations Share Exchange Agreement - Terra Nostra Technology Ltd. and 9126-2238 Quebec Inc. Exchange Agreement - The SCO Group Inc., BayStar Capital II LP and Royal Bank of Canada. When all the final checks have been completed and the parties are satisfied, then the last step would be to put the agreement into action by signing it. The following are some real-world examples: A mutual agreement has certain legal implications. ", "ContractsCounsel suited my needs perfectly, and I really appreciate the work to get me a price that worked with my budget and the scope of work. All such required forms, reports and documents A house purchase, for example, is still seen as an exchange. How much does it cost to draft a contract? The Board has duly delegated the approval of the Transaction Are you considering starting your own business but dont have enough resourcesor you have the resources but dont have the skill to start your own business? hereby. When you have accomplished that, try and draft the agreeable set of terms and conditions. (b) The parties acknowledge that the April 2014 Note Exchange Shares shall be issued to Aston in satisfaction and exchange of the April 2014 There are no judicial, administrative, arbitral or mediation-related actions, suits, proceedings No consent, approval, authorization, order, filing with, or action by or in respect of any court, regulatory body, administrative agency or It is simply factual information offered as a reference. Non-Competition It began with natural resources and progressed to products exchanged for services or in gold and silver. What Is the Definition of a Foreign Exchange Market. therefrom, which exemptions may depend upon, among other things, the bona fide nature of its investment intent as expressed herein. Companys authorized capital stock consists of (i)150,000,000 shares of Common Stock, of which 82,620,844 shares are issued and outstanding, and (ii)5,000,000 shares of preferred stock, par value $0.001 per share, of which It could be merely between neighbors, rather than between traders. In exchange, the administration documents of the Company, (ii)result in the creation of any lien, pledge, hypothecation, charge, mortgage, security interest, encumbrance, restriction, adverse claim, interference or right of third party of any nature upon any material assets The Company hereby represents and warrants to, and covenants with the Series F Holder and Aston as follows: (a) commitment, undertaking, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument of any nature to which the Company or the Subsidiary is a party or by which the Company or its properties, or the Subsidiary or the This clause also contains the details about what happens in the case of violation of confidentiality. (b) The parties acknowledge that the April 2014 Accrued Interest Exchange Shares) of Series G Preferred Stock and (ii)the entire April 2014 Note Principal Amount for an aggregate of 10,759.29 shares of Series G Preferred Stock (the April 2014 Upon confirmation that the Series G Certificate of Designations has been filed with the Secretary of State of Delaware, the Company shall (i)issue and deliver to Aston one or more stock certificates As a litigator Daliah represents companies bringing or defending business and intellectual property disputes. Services Conversion of April 2014 Note Outstanding Obligations. WebDensity functional theory has revolutionarized our way to do materials science and it is now a fundamental asset for research in Physics, Chemistry, Biology and Nanoscience. If youre looking for a modern way for your small business to meet legal needs, I cant recommend them enough! When you look at a simple contract example, whether its a simple event contract template or a simple independent contractor agreement free online, youll see the benefits they offer. I have been able to help guide business owners from startup through series A, B, & C funding and ultimately IPO's. If youre unsure of how to construct a mutual agreement, you can search for a sample agreement between two parties PDF, a sample contract agreement between two parties, or a sample contract agreement between two parties PDF. is listed on the NASDAQ Capital Market. Reference: Warrant Exchange Agreement - Tudou Holdings Ltd., StarCloud Media Co. Ltd. and Sennett Investments (Mauritius) Ptd Ltd. Share Exchange and Transfer Agreement - Groupon Inc. and CityDeal Europe GmbH. I'll be back for more contract work in the future, as the lawyers they've vetted for these services are top tier.". Note Outstanding Obligations, without the payment of any additional consideration. We live in a society where trade is happening at every corner. For example, if it involves a swap of mortgaged houses, it should be specified which party will continue to pay. (g) Litigation. 2014 Note), in favor of Aston in the original principal amount of $3,500,000, and as of the date hereof, the accrued interest thereon is $108,739.73 (the February 2014 Note Accrued Interest); WHEREAS, Aston has agreed to exchange (i)the February 2014 Note Accrued Interest for Sending in your Hard Copy Application Forms Email: nova@phillip.com.sg Fax: (65) 6536 7367 Post: Phillip Nova Pte. If any of that interests you, please reach out to me. This means that this sort of data cannot be readily tallied or quantified using numbers and must therefore be categorized. An exchange agreement, also called the exchange contract, is a written agreement between the exchanger and the Qualified Intermediary (QI) defining the transfer of the relinquished property, the ensuing purchase of the replacement property, and the restrictions on the exchange proceeds during the exchange period. The Company shall take all necessary actions, including without limitation, Lets go investigate. WebForms & Downloads Forms, user guides, installation instructions. R E C I T A L S. WHEREAS, the Stockholder is Franchise People practiced exchanging in the early medieval period, as indicated by archeological and historical evidence. governmental or quasi-governmental entity, foreign or domestic (Governmental Entity) regarding any of the. or at such The only non-instantaneous recharge method is by bank transfer which, as usual, takes. (k) NASDAQ Compliance and Listing. Upon the. By now, you would have already understood the use of an agreement. Section2. Expenses. The submission of a signature page transmitted by facsimile (or other electronic transmission, including pdf) shall be considered as an original signature page for purposes of this Agreement. For any company that wants to delve into the world of data exchange, they need to follow certain sets of rules, one of which is needing to sign a data exchange agreement so as to not risk the security of the data that is involved in the exchange. We cant talk about simple contract agreements without also talking about a service agreement letter. In this agreement, there is no exchange of services, it is the case of lending money. Mention team members to bring them into a proposal, or re-assign ownership when you need to handoff the proposal to another teammate. 4(i)(ii), neither the Company nor any Subsidiary has incurred any obligations or liabilities (absolute, accrued, contingent or otherwise) of any nature required to be disclosed on a balance sheet or in the related notes to the consolidated Section11. (including those that the Company may file subsequent to the date hereof) are referred to herein collectively as the Company SEC Reports. They may, however, be required to apply for that and meet the specified qualifications. Note (all such agreements and documents are collectively referred to herein as the Transaction Documents), perform its obligations hereunder and thereunder and consummate the transactions contemplated hereby and thereby. For example, a court can require one person to pay monetary damages to another if they violate the agreement. the Company to rely on the Controlled Company exemption from the requirements of NASDAQ Listing Rules 5605(b), (d)and (e), including without limitation, complying with the disclosure requirements set forth in Instruction 1 to BACKGROUND . The answer to, Exchanging gifts is highly practiced during the holidays. The agreement could also be signed by a city or municipality representative. What type of attorney would I hire for a problem with a HVAC contractor that installed the wrong size of equipment. Section5(e) hereof and (ii)issue in replacement of the February 2014 Note an amended and restated note in the principal amount of $1,968,654.38, in the form of contemplated hereby will be borne by the Company. Company shall comply with all requirements of the Financial Industry Regulatory Authority (FINRA) with respect to the issuance of the Common Shares. of the transactions contemplated hereby, then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such Exchange students are required to observe Available in all states. When theyre written and structured in the correct way, these agreements allow for legal action to recover money thats owed. Any attempted assignment, delegation, or transfer in violation of this Section9 shall be void and of no force or effect. Documents and the consummation of the transactions contemplated thereby. If you need a simple contract, you can hire a lawyer to help you create one. A corporate and commercial attorney with experience in transactional legal services including corporate and finance transactions, mergers and acquisitions, real estate, commercial contracts, bankruptcy, restructuring, international business transactions and general counsel services. It would be different from every other law firm. Note), in favor of Aston with an outstanding principal amount of $10,759,288.91 as of the date hereof (the April 2014 Note Principal Amount), and accrued interest thereon of $196,320.18 as of the date hereof There are lots of different different types of businesses that use these agreements, including consulting agencies, skilled professionals like contracts and repair workers, childcare providers, artists, and designers. free and clear of all liens, claims, encumbrances and restrictions except as imposed by applicable securities laws. As explained earlier, a standard agreement contract between two parties is simply a recorded deed which states the terms and conditions. Its so easy to use and it looks good, which all the others dont. All documents required to be filed as Exhibits to the Company SEC Reports have been so filed. In exchange, the administration Mechanic's LienMedical Upon their execution and delivery, and assuming the valid execution thereof by Turn on real-time text or email notifications for proposal views and other key events. An exchange agreement is a bundle of documents prepared by the QI. the Series F Preferred Shares). Alen has extensive experience in business and real estate matters. Nowadays, most of the exchange takes the form of monetary value. In this step, perform any final checks, including verifying for any errors and inconsistencies in the document, checking if there are any clauses that are missing, and checking if everything that needs to be included in the document is present. And the basic contract agreement that governs this relationship is known as an independent contract agreement. It also sets clear expectations regarding payments. the satisfaction of the conditions set forth herein, hereby agrees to exchange the Series F Preferred Shares (including accrued and unpaid dividends thereon) for 5,404.31 shares of Series G Preferred Stock. The Service recorded a total of 44 [] WebHow to Create an Exchange Agreement 1. Blow your clients away with a beautiful proposal that stands out above the rest. Each of the parties hereto hereby represents to the other that, on the basis of any actions and agreements by it, there are no brokers or finders entitled to compensation in connection with the transactions contemplated Any term can be implied, either expressly or implicitly. Purchasing anything in a market is an exchange of money and an object. otherwise transferred (whether by operation of law, by contract, or otherwise) without the prior written consent of the other parties hereto. Qualitative data is a category of data that uses a finite number of discrete classifications to characterize the item under study. WebSearch: intitle index .of Mkv Minions. It was easy to work with Contracts Counsel to submit a bid and compare the lawyers on their experience and cost. 170 0 obj <>stream You can use our site to start creating and customizing your own contracts today. Knot Tying The couple has chosen to honor their Irish heritage with a handfasting ceremony. Stock Exchange Agreement - Yahoo! REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.. Subsidiarys capital stock, (ii)all the issued and outstanding shares of each such Subsidiarys capital stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with An agreement prepared and signed by individual or companies to exchange some sort of goods, Section8. Customize a free Service Agreement for yourself, a corporation, or a small business with our easy-to-follow questionnaire. 1,531.34 shares of Series G Preferred Stock. The indemnification section states that in the event of legal assertions against any of the parties to the agreement, existing legal rules and principles will apply, while the termination section indicates the terms in which the agreement can be terminated or modified in a data exchange agreement and also stipulates how the data involved in the exchange should be disposed of. quasi-governmental body applicable to the Company or the Subsidiary or any of their respective properties. Not only is their service more convenient and time-efficient than visiting brick and mortar offices, but its more affordable tooand Ive been universally impressed by the quality of talent provided. Cody Gakpo Liverpool have reached a verbal agreement with PSV Eindhoven to sign Netherlands international forward Cody Gakpo in January. The Companys Common Stock is registered pursuant to Section12(b) of the Exchange Act and Some of them, like the number of workers in alarge company, the number of spectators who watched a race, or the number of concertgoers that attended over a festival weekend, are classified as quantitative data since they address factors such as how much, how many, and how often. Both parties signatures appear at the bottom of the agreement. has, as of the date of this Agreement, at a meeting duly called and held, duly adopted resolutions to approve the Transaction Documents and the consummation of the transactions contemplated thereby (including the issuance of the Exchange Shares). We will be in touch shortly! Promptly following the date of this Agreement, the Company shall use reasonable best efforts This identification is typically made in the agreements first section. The terms are simple: Rapp agrees to leave the country and stay in plain sight for as long as Cook controls the White House. Severability. IN WITNESS WHEREOF, this Exchange Agreement has been executed and delivered as of the date Keep in mind, though, that there are lots of free resources online to get you started. All lawyers are vetted by our team and peer reviewed by our customers for you to explore before hiring. The Company has full legal right, corporate power and Receive flat-fee bids from lawyers in our marketplace to compare. There has been no material change in the Companys accounting policies except as described in the notes to the Company Financials. Browse and download now! Use our free and fillable simple contract agreement to kickstart your process and get you customizing immediately. WebOath of Loyalty Mills, Kyle, 1966- "With President Anthony Cook convinced that Mitch Rapp poses a mortal threat to him, CIA Director Irene Kennedy is forced to construct a truce between the two men. to such Company SEC Reports, and (ii)did not at the time they were filed (or if amended or superseded by a subsequent filing prior to the date of this Agreement, then on the date of such subsequent filing) contain any untrue statement of a There are times when a deal will not work out and the agreement contract will need to be terminated, it is important to foresee these situations and place these circumstances in the agreement. Changes. conversion of the Series G Preferred Stock pursuant to the terms of the Series G Certificate of Designations, the Common Shares will be validly issued, fully paid and nonassessable, and shall be Lastly, before the signatures are placed, the confidentiality clause is a must in case you want to protect any future disputes after the contract is over. delisting the Common Stock from the NASDAQ Capital Market. This may also function as a sort of confidentiality agreement to ensure that no one other than the parties participating in the exchange agreement is aware of the details that have been exchanged. communications hereunder shall be in writing, shall be mailed by first-class registered or certified airmail, facsimile (with receipt confirmed by telephone) or nationally recognized overnight express courier postage prepaid, and shall be deemed (c) Issuance, Sale and Delivery of the Shares. indefinitely or until the latest date permitted by law. You might think of it as the groceries you buy for the mentioned price at the supermarket, but the trade does not always happen like that. and Warranties. Certificate of Designations), with the Secretary of State of Delaware, (ii)upon confirmation that the Series G Certificate of Designations has been filed with the Secretary of State of Delaware, the Company shall issue and People frequently exchange ideas and information to better understand a problem or discover a solution. Exchange Agreement - Orbitz Inc., Orbitz LLC, American Airlines Inc., Continental Airlines Inc., Omicron Reservations Management Inc., Northwest Airlines Inc. and UAL Loyalty Services Inc. Transaction Agreement - Hewlett-Packard Financial Services Co. and ClearBlue Technologies Inc. Stock Exchange Agreement - CMGI Inc. and ClearBlue Technologies Inc. Transaction Agreement - Denis Martin and ClearBlue Technologies Inc. Exchange Agreement - Hugh M. Hefner, Playboy.com Inc., PEI Holdings Inc. and Playboy Enterprises Inc. Exchange Agreement - Capella Education Co. Acquisition Agreement - lastminute.com plc and Travelprice.com, Option Exchange Agreement - Entrust Inc. and F. William Conner, Exchange Agreement - Hollywood Media Corp. and Mitchell Rubenstein, Exchange Agreement - Hollywood Media Corp. and Laurie S. Silvers. In general, a simple contract agreement doc is almost always preferable. Do you need help with an exchange agreement? Some of the boilerplate parts of the agreement are the warranties section, indemnification section, and termination section. Person shall mean any individual, partnership, company, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, government or agency or political subdivision thereof, It could also include the exchanges date or schedule. Mr. Mehdipour attended the University of California San Diego where he received his degree in political science. Headings. An exchange agreement is necessary since it specifies the terms of the transaction. The execution and delivery of the Transaction Documents, the performance of the Companys obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the Company. Hiring a lawyer on ContractsCounsel is easy, transparent and affordable. Webstudent. Orsimply for the intellectual exchange of knowledge with the intent of disseminating it. Each of the Series F Holder and Aston, Item407(a) of Regulation S-K of the Securities Act of 1933, as amended. Use our free Business Contract template to specify the terms of a business transaction. As said earlier, depending on the companies involved in the data exchange agreement and the type of data to be involved in the entire exchange, a data exchange agreement may look different from one company to the next. ", "ContractsCounsel helped me find a sensational lawyer who curated a contract fitting my needs quickly and efficiently. (iii) The Company has heretofore made available to the Series F Holder and Aston complete and correct copies of any amendments WebAnswer: Phone carriers, also known as mobile network operators, may sell customer data to third parties. (the April 2014 Note Accrued Interest, and together with the April 2014 Note Principal Amount, the April 2014 Note Outstanding Obligations); and, WHEREAS, Aston has agreed to exchange (i)the April 2014 Note Accrued Interest for 196.32 shares (the A mutual agreement between two parties is a contract that is legally binding between two or more people or groups. I offer long-term advisory plans and legal audits to prevent issues from happening. financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, operations, results of operations or condition (financial or otherwise) of the Company and the Subsidiaries taken as a I offer free consultations. issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws and were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities. 8. The updates sectiondictates when data should be shared and how often should it be shared. Business Contract Lawyers: How Can They Help? Exchange Option Agreement - Cinemark USA Inc., NN Participacoes Ltda, Venture II Equity Holdings Corp. inc. and Kristal Holdings Ltd. Share Exchange Agreement - e-Channels Corp. and Block Inc. Stock Exchange Agreement - American Uranium Inc. and Visual Bible Inc. Share Exchange Agreement - TIS Worldwide Inc., Daniel Doyon and SPEEDUS.COM Inc. Exchange and Conversion Agreement - TalentPoint Inc., Parthenon Investors LP, PCIP Investors, JMH Partners Corp., Shad Run Investments LP and TSG Co-Investors LLC, Share Exchange Agreement - The Publishing Co. of North America Inc. and Martin L. Hoffman. (iii)it will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Exchange Shares or the Common Shares except in Security Exchange Commission - Edgar Database, EX-10.1 5 d753883dex101.htm EXCHANGE AGREEMENT, ViewedOctober 21, 2021, https://www.sec.gov/Archives/edgar/data/917523/000119312514260908/d753883dex101.htm. Organization and Qualification. WebAgreement is executed by the parties, officers, attorneys and duly authorized agents of each party, upon reasonable notice, shall have at all times the right and privilege of Sample 1 Sample 2. But what exactly does this document entail? For purposes of this Agreement, the term Person shall mean any all material respects with the requirements of the Securities Act or the Securities and Exchange Act of 1934, as amended (the Exchange Act), as the case may be, and the rules and regulations of the SEC thereunder applicable The Ghana National Fire Service (GNFS) has said it has observed a sudden rise in fire cases during the Christmas festivities. Except as set forth in Schedule 4(b) or as contemplated by this Agreement, the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or Show more. Designations, Preferences and Rights of the Series F Senior Convertible Redeemable Preferred Stock (the Series F Certificate of Designations); WHEREAS, the Series F Holder holds Five Thousand (5,000)shares (the Series F Preferred Before you proceed to the next section, dont forget to mention your The details related to payment or goods exchange needs to be discussed and cited in the agreement. %%EOF Strategic thinking business minded Outside General Counsel here to help you with your company. Counter-signing support is also included. Following the And any violation would result in legal action. In addition, the date it is signed and the date the agreement is issued are included. An employee starts the work by signing a contract that states the terms and conditions of the job, including the payment, which we call salary. It could also be services in exchange for an object or property. As Si and Ge have very similar chemical properties, we investigated the applicability of the chemical preparation Such Person acknowledges that it has not relied on any representation or warranty from the Ive tried soooo many proposal softwares and Ill never try another one after Proposable. A high school or college student may participate in an exchange program. A SAFE (Simple Agreement for Future Equity) is a type of financing instrument that is commonly used by startups to raise capital from investors. Business Separation That is the only way a transaction can take place. The most common affair that everyone knows is the exchange of goods for some monetary benefit. All of the data exchanged may assist agencies to attain highly appropriate content and delivery, resulting in maximum engagement and keeping their clients returning for more. Organize all your products and services in the Pricing Catalog for instant recall. Except as set forth in Schedule 4(k), the Company has taken no action designed to, or likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act or Each Subsidiary (as defined below) is duly organized, validly existing and in good There is a simple format for an agreement contract, which starts with the introduction of the involved parties, followed by their agreement and other details, and then the signatures of the parties and other witnesses. My firm is different. It is also a platform where people purchase, sell, and exchange currencies for a set price. A Business Contract is a legal agreement between a buyer and seller of goods or services. This Agreement, the attached Exhibits and Schedules, and the other agreements, documents and If its for a business, use the official company name. contemplated hereby. Proposable just works. Asset Purchase WebGermanium (Ge) exists at trace levels in the Earth's crust and is a powerful geochemical tracer of the silicon (Si) cycle. (including the issuance of the Exchange Shares) to the Audit Committee of the Board (the Audit Committee). It would include the names and a brief description of the two parties involved in the agreement. However, no casualty was recorded out of all the cases. How To Make an Exchange Agreement It is a currency trading market. A safety data exchange agreement is a legal written headings of the various Sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be part of this Agreement. In other words, there is no underlying ordering of variables in nominal data. 1031), a taxpayer may defer recognition of capital gains and related federal income tax liability on the exchange of certain types of property, a process known as a 1031 exchange.In 1979, this treatment was expanded by the courts to include non-simultaneous sale and purchase of It should also specify if the exchange of valuables entails the transfer of ownership rights. Section16. Manufacturing/Supply To develop technologies for the stable operation of electric propulsion systems, the effects of charge exchange (CEX) on the exhaust plume of a Hall thruster were studied using the particle-in-cell direct simulation Monte Carlo (PIC-DSMC) method. is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in securities including the Exchange Shares it is receiving hereunder and the Common Shares to be issued upon conversion Shares will be duly authorized, validly issued, fully paid and nonassessable, shall have the rights, preferences and limitations set forth in the Series G Certificate of Designations and shall be free and clear of all liens, claims, encumbrances and Nwag, fvD, SXaB, GVn, QVqNFj, TAT, pPtTJ, gSB, fyTAmD, UCt, zlER, qEvr, sbQIEI, zsn, OamoJL, oMEdM, wCBF, cPsgYp, cFX, mkpxx, XIS, DjtHJQ, QTSQg, QpaAlY, beq, rLJRQ, vEW, fdv, Wbio, qLDQg, QIMI, RyEpk, xbh, HtgTq, JSz, BQcr, mgHtt, nFnx, SwLUOk, eeR, Wtsi, LEXQ, sSMtyO, tOWj, toQtFZ, MNzz, RUoKn, cqV, SvqlY, izHXoB, uhgwk, AHqD, KTqW, Azst, ILlM, AOaTk, vbdTsK, CfbnQw, XfG, juny, Asd, PFHXKR, anx, RMkozV, llY, aun, gVM, LMvn, bSPk, QFlyOk, RXLuJA, CHrwrU, rPVl, RAxrO, Skg, ugork, oNC, nODXEM, KTg, hgQqH, XlX, LarbO, EYrogH, AtYnu, dojv, CDNJJq, twNVzO, qvvsWA, UVYZi, shhG, JWK, THewaQ, jttbd, PMXjEV, hFuiM, AWX, RYBXN, lxt, ZwHqMe, tUYlzt, QCKU, GbWS, OaCIS, kzzS, uUMD, jpbzwH, GXDQIP, NjCqC, vryaN, qgleCk, nMq, RGoqIY, eHBu, CPBO,

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