Securities Exchanged. The outstanding warrants, options, stock rights and other securities of Target owned by the Shareholder identified in item 1.1 above shall be exchanged and adjusted, subject to the terms contained in such warrants, options, stock rights or other securities, for similar securities of Acquirer.
Securities Exchanged. All outstanding warrants, options, stock rights and all other securities of Client owned by the Shareholders shall be exchanged and adjusted, subject to the terms contained in such warrants, options, stock rights or other securities, for similar securities of Acquisition.
Securities Exchanged. Subject to the terms and conditions of this Agreement, the Company agrees to issue and Shareholder agrees to accept one (1) share of restricted Company common stock (the “Shares” or “Securities”) in exchange for each Target Share owned by Shareholder as reflected in the shareholder records of Eye On South Florida, Inc., as designated on the signature page hereto and transferred to the Company pursuant to this Agreement. Shareholder agrees to transfer to the Company the number of Target Shares designated on the signature page of this Agreement. The Parties agree that the exchange of securities pursuant to this Agreement shall occur in connection with a corporate re-organization and tax-free share exchange under Section 368 of the Internal Revenue Code of 1986, as amended.
Securities Exchanged. The securities of ICALL owned by each ICALL Shareholder, and the relative securities of ALTREX for which they will be exchanged, as at the date hereof, are set out in Exhibit A. The parties hereby acknowledge that between the date hereof and Closing, there may be changes in the shareholding of each ICALL Shareholder, if any, and the securities to be exchanged shall be adjusted accordingly.
Securities Exchanged. All outstanding warrants, options, stock rights and all other securities of ANUTRA FL owned by the Members shall be exchanged and adjusted,subject to the terms contained in such warrants, options, stock rights or other securities, for similar securities of ANUTRA DE.
Securities Exchanged. The securities of Capsource owned by the Shareholder, and the relative securities of Sunderland for which they will be exchanged, as well as the securities of Sunderland to be issued to Xx. Xxxxx Brockman ("Xxxxxxxx") are set out in Exhibit A.
Securities Exchanged. The Holder hereof has exchanged his Saba Petroleum Company Debenture in the principal amount of $_____________ for this Greka Debenture ("Debenture") in the same principal amount. Each Debenture may be converted into shares of the No Par Value Common Stock of Greka, as set forth in section 4 below.
Securities Exchanged. All outstanding warrants, options, stock rights and all other securities of AMS AZ owned by the Members shall be exchanged and adjusted, subject to the terms contained in such warrants, options, stock rights or other securities, for similar securities of AMS DE.
Securities Exchanged. Subject to the terms and conditions of this Agreement, the Company agrees to authorize and issue to the Quest Shareholders and the Quest Shareholders agree to accept 4,817,792 shares of newly-authorized Series A Preferred Stock of the Company (the “Shares” or “Securities”) in exchange for the Target Shares owned by the Quest Shareholders and transferred to the Company pursuant to this Agreement. As further described in the newly issued and adopted Series A Preferred Certificate of Designation (which shall be adopted and issued by the Company at the effective date of this Agreement), the Series A Preferred Stock shall be convertible into common stock of the Company at the sole option of the holder of such Series A Preferred Stock at a rate of 100 shares of Common Stock per share of Series A Preferred, which, if converted, represents a legal and equitable equity ownership in the Company immediately post-closing of 95% of the Common Stock outstanding. The Series A Preferred Stock shall have full voting rights in the Company on all matters submitted to a vote of Company shareholders, with each share of Series A Preferred Stock having 1,000 votes per share The Series A Preferred Stock shall not pay any annual dividend. The Preferred shall have anti-dilution rights for 36 months post the super Form 8-K filing for 72% of the outstanding capital stock of the Company at such time. The Quest Shareholders represent and warrant to the Company that there are One Thousand Eight Hundred and Seventy-Four (1,874)shares of Quest common stock issued and outstanding as of the date of this Agreement. The Quest Shareholders agree to transfer to the Company a total of One Thousand Eight Hundred and Seventy-Four (1,874) Target Shares, representing one hundred percent (100%) of the issued and outstanding shares of Quest Common Stock. The Parties agree that the exchange of securities pursuant to this Agreement shall occur in connection with a corporate re-organization and tax-free share exchange under Section 368 of the Internal Revenue Code of 1986, as amended.
Securities Exchanged. All outstanding warrants, options, stock rights and all other securities of PowerComm Construction owned by the Shareholders shall be exchanged and adjusted, subject to the terms contained in such warrants, options, stock rights or other securities, for similar securities of PowerComm.
