1Share Exchange Sample Clauses

1Share Exchange. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the Nevada Revised Statutes (the “Nevada Statutes”), at the Closing (defined below), the parties shall do the following: (a) Acquired Company shall cause the Owner to convey, assign and transfer the Ownership Interest to RDAR by delivering to RDAR duly executed assignments in proper form for transfer. The Ownership Interest transferred to RDAR at the Closing shall constitute 100% of the issued and outstanding shares of capital stock of Acquired Company. (b) As consideration for its acquisition of the Ownership Interest, RDAR shall issue the Exchange Shares to the Owner by delivering a book entry record to the Owner evidencing the Exchange Shares (the “Exchange Shares Certificate”).
Sample 1Sample 2
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1Share Exchange. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the Nevada Revised Statutes (the “Nevada Statutes”), at the Closing (defined below), the parties shall do the following: MEXEDIA, INC. SHARE EXCHANGE AGREEMENT | PAGE 1 (a) Acquired Company shall cause the Owner to convey, assign and transfer the Ownership Interest to RDAR by delivering to RDAR duly executed assignments in proper form for transfer. The Ownership Interest transferred to RDAR at the Closing shall constitute 100% of the issued and outstanding shares of capital stock of Acquired Company. (b) As consideration for its acquisition of the Ownership Interest, RDAR shall issue the Exchange Shares to the Owner by delivering a book entry record to the Owner evidencing the Exchange Shares (the “Exchange Shares Certificate”).
Sample 1
1Share Exchange. General Hemp agrees that it shall transfer the MJNA Shares to KLSI and further agrees that the MJNA Shares are fully earned and paid for by KLSI as of the KLSI Stock Issuance Date.
Sample 1
1Share Exchange. On the Closing Date (as defined herein), all of the then issued and outstanding Storage Alliance Shares and all loans convertible into Storage Alliance Shares shall be exchanged for an aggregate of 2,500,000 common shares in the capital of Cascadia (the "Exchange Shares"), to be issued to the Vendors. This Agreement, once executed, shall act without anything further as evidence of the transfer of the Storage Alliance Shares to Cascadia, subject to the terms and conditions set forth in this Agreement. 1. 2Conversion of Shareholder loans. Any loans owing by Storage Alliance will be converted to Storage Alliance Shares prior to Closing (as defined herein) and the Storage Alliance creditors shall be issued Exchange Shares as set forth in Schedule A.
Sample 1
1Share Exchange. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the Kansas Statutes Annotated (the “Kansas Statutes”), at the Closing (defined below), the parties shall do the following: (a) Acquired Company shall cause the Member to convey, assign and transfer the Ownership Interest to XXXX by delivering to XXXX duly executed assignments in proper form for transfer. The Ownership Interest transferred to HUML at the Closing shall constitute 100% of the issued and outstanding ownership interests of Acquired Company. (b) As consideration for its acquisition of the Ownership Interest, HUML shall issue the Exchange Shares to the Member by delivering book entry records to the Member evidencing the Exchange Shares (the “Exchange Shares Certificates”).
Sample 1

Related to 1Share Exchange

  • The Exchange (a) The Company agrees, promptly upon the satisfaction of the conditions set forth in Section 2 below, to repay the Subordinated Notes by delivering to the Note Holders the following (the “Exchange Consideration”): (i) a number of shares of Preferred Stock having an aggregate liquidation preference equal to $12.8 million (the “Exchange Preferred Shares”); and (ii) a number of shares of Common Stock having a Fair Market Value (as defined below), rounded to the nearest whole number of shares, equal to (x) the outstanding principal amount of the Subordinated Notes on the date of closing of the transactions contemplated by this Agreement (the “Closing Date”), plus (y) all accrued and unpaid interest on the Subordinated Notes on the Closing Date, minus (z) $12.8 million (the “Exchange Common Shares” and, together with the Exchange Preferred Shares, the “Exchange Shares”). (b) The Note Holders agree to accept the Exchange Consideration as full repayment of all amounts outstanding on the Subordinated Notes. Upon the payment of the Exchange Consideration, the Note Holders will xxxx the Subordinated Notes “Paid in Full” and surrender the Subordinated Notes to the Company. Furthermore, upon the payment of the Exchange Consideration, any security interest held by the Note Holders to secure the repayment of the Subordinated Notes will automatically be released, and the Note Holders hereby irrevocably designate the Company as their attorney-in-fact for the purpose of executing and filing any UCC-3 termination statements in connection with such release. (c) Nothing in this Agreement will be deemed to modify or amend the terms of the Subordinated Notes, and, until the Subordinated Notes have been repaid in full in accordance with Section 1(a), the Company will, subject to any applicable subordination provisions, continue to comply with its obligations under the Subordinated Notes in accordance with its terms. Without limiting the generality of the foregoing, subject to any applicable subordination provisions, the Company will continue to pay interest on the Subordinated Notes and will make any mandatory prepayments required to be made under the terms of the Subordinated Notes. (d) The Exchange Consideration to be delivered to the Note Holders will be allocated between the Note Holders in proportion to the respective outstanding principal amounts of the Subordinated Notes held by such Note Holders. At the Closing, the Company will deliver the Exchange Consideration to the Note Holders, free and clear of any liens or security interests. (e) For purposes of this Agreement, the “Fair Market Value” of one share of Common Stock is equal to the volume weighted average price per share of the Common Stock on the NASDAQ Capital Market during the last ten trading days immediately preceding the Effective Date. (f) For the avoidance of doubt, neither of the Note Holders will be entitled to receive any of the Exchange Shares or any beneficial ownership thereof at any time until all of the conditions set forth in Section 2 have been satisfied or waived by the applicable Party. (g) The Exchange Preferred Shares will have rights and preferences substantially similar to the rights and preferences set forth on Exhibit A attached hereto. The Company may, but is not required to, issue additional shares of preferred stock of the same preferred stock series as the Exchange Preferred Shares in one or more public offerings or private placements. In connection with the first such offering for cash of the same series of preferred stock as the Exchange Preferred Shares to occur after the date hereof, the Company will modify (without being required to obtain the consent of the holders of the Exchange Preferred Shares) the provisions of the Exchange Preferred Shares to be appropriate for that type of offering, and the holders of the Exchange Preferred Shares will be entitled to comparable and proportionate rights, together with the subsequent purchasers of such new shares in such offering. There is no assurance that any additional shares of preferred stock (or any Public Preferred Stock, as defined below) will be issued or that a trading market will develop for such shares. Furthermore, there is no assurance that shares of preferred stock issued by the Company in a different series of preferred stock will have rights and preferences similar to the Exchange Preferred Shares. Depending upon market conditions and other factors at the time that any shares of Public Preferred Stock are issued, the rights, designations and preferences of shares of Public Preferred Stock may differ from the rights, designations and preferences of the Exchange Preferred Shares.

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