Agreement to Exchange Securities. Subject to the terms and upon the conditions set forth herein, Company Shareholders agree to sell, assign, transfer and deliver to Issuer, and Issuer agrees to purchase from Company Shareholders, at the Closing, all of the Company Shares, in exchange for the issuance by Issuer, at the Closing, of 29,190,241 shares of stock of Issuer to Company Shareholders, in individual amounts specified by Company Shareholders in written instruction to Issuer prior to Closing.
Agreement to Exchange Securities. Subject to the terms and upon -------------------------------- the conditions set forth herein, each Selling Stockholder agrees to sell, assign, transfer and deliver to the Company, and the Company agrees to purchase from each Selling Stockholder, at the Closing (as defined below), the National Capital Shares owned by the respective Selling Stockholder as set forth on the List of Selling Stockholders, in exchange for the transfer, at the Closing, by the Company to each Selling Stockholder of a pro rata share of the Company Shares. A Selling Stockholder's pro rata share of the Company Shares shall be determined by multiplying the total number of the Company Shares (i.e., ---- 4,000,000 shares of Common Stock) by a fraction, the numerator of which is the total number of National Capital Shares owned by the Selling Stockholder at the Closing and the denominator of which is the total number of National Capital Shares issued and outstanding at the Closing.
Agreement to Exchange Securities. Subject to the terms and upon the conditions set forth herein:
Agreement to Exchange Securities. Subject to the terms and upon the conditions set forth herein, each Selling Stockholder agrees to sell, assign, transfer and deliver to the Company, and the Company agrees to purchase from each Selling Stockholder, at the Closing (as defined below), the Coliance Shares owned by the respective Selling Stockholder as set forth on Exhibit A attached hereto, in exchange for the transfer, at the Closing, by the Company to each Selling Stockholder a pro rata share of the Company Common Shares, as determined according to Section 1.1(a) below.
Agreement to Exchange Securities. Subject to the terms and upon the conditions set forth herein, each Selling Stockholder agrees to sell, assign, transfer and deliver to the Company, and the Company agrees to purchase from each Selling Stockholder, the Target Shares owned by the respective Selling Stockholder as set forth on Exhibit A attached hereto, in exchange for the transfer, at the Closing, by the Company to each Selling Stockholder a pro rata share of the Company Shares, as determined according to Section 1.1(a) below.
Agreement to Exchange Securities. Subject to the terms and upon the conditions set forth herein, each Company Shareholder agrees to sell, assign, transfer and deliver to UNIPRO, and UNIPRO agrees to purchase from each Company Shareholder, at the Closing, all of the shares of Company ordinary shares of capital stock, par value US$0.01 each (the “Company Shares”) owned by the respective Company Shareholder as listed in the Company Disclosure Schedule, in exchange for the issuance by UNIPRO to each such Company Shareholder a pro rata share of 701,538.46 UNIPRO shares of Series A Convertible Preferred Stock, no par value (“UNIPRO Preferred”). Each Company Shareholder’s pro rata share of the UNIPRO Preferred shall be determined by multiplying 701,538.46 UNIPRO Preferred by a fraction, the numerator of which is the total number of Company Shares owned by the Company Shareholder at the Closing and the denominator of which is the total number of Company Shares issued and outstanding at the Closing. The Company has outstanding options to purchase Company shares. Such options shall be converted into 750,000options to purchase UNIPRO Common Stock, $0.001 par value (“Common Stock”) on the same terms and conditions as the outstanding options. Fractional shares of UNIPRO Preferred shall be issued as necessary..
Agreement to Exchange Securities. Subject to the terms and upon the conditions set forth herein, each Company Shareholder agrees to sell, assign, transfer and deliver to Discovery, and Discovery agrees to purchase from each Company Shareholder, at the Closing, all of the Company Shares owned by the respective Company Shareholder, in exchange for the issuance, at the Closing, by Discovery to each such Company Shareholder a pro rata share of the Discovery Shares. Each Company Shareholder's pro rata share of the Discovery Shares shall be determined by multiplying the total number of the Discovery Shares (i.e., 85,000,000 shares of Discovery Common Stock) by a fraction, the numerator of which is the total number of Company Shares owned by the Company Shareholder at
Agreement to Exchange Securities. Subject to the terms and upon the conditions set forth herein, each Selling Member agrees to sell, assign, transfer and deliver to the Company, and the Company agrees to purchase from each Selling Member, the Target Units owned by the respective Selling Member as set forth on Exhibit A attached hereto, in exchange for the transfer, at the Closing, by the Company to each Selling Member a pro rata share of the Shares, as determined herein. The number of Shares that each Selling Member is entitled to receive at the Closing as determined hereunder is set forth opposite each Selling Member’s name on Exhibit A.
Agreement to Exchange Securities. Subject to the terms and conditions set forth in this Agreement, Parent agrees, from and after the Trigger Date until the Termination Date, to exchange a number of shares of common stock, par value $.01 per share of Parent (“Common Stock”), for each Purchased Common Unit (collectively, the “Exchange Shares”) in an amount equal to the Per Unit Purchase Price divided by the Exchange Price (the “Applicable Number”).
Agreement to Exchange Securities. Subject to the terms and upon the conditions set forth herein, each Selling Stockholder agrees to sell, assign, transfer and deliver to the Company, and the Company agrees to purchase from each Selling Stockholder, the Target Shares owned by the respective Selling Stockholder as set forth on Exhibit A attached hereto, in exchange for the transfer, at the Closing, by the Company to each Selling Stockholder a pro rata share of the Initial Shares, as determined herein. Each Selling Stockholder is entitled to receive four (4) Company Shares for each Target Share owned by the Selling Stockholder at the Closing. The number of Initial Shares that each Selling Stockholder is entitled to receive at the Closing as determined hereunder is set forth opposite each Selling Stockholder's name on Exhibit A.
