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.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Newcom International Inc), Securities Purchase Agreement and Plan of Reorganization (Asyst Corp)
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 transferissuance, at the Closing, by the Company to each Selling Stockholder a pro rata share Note in the principal aggregate amount of $20,000.00 for all of the Company Shares, as determined according to Section 1.1(a) belowTarget Shares owned by the Selling Stockholder at the Closing.
Appears in 1 contract
Samples: Securities Purchase Agreement and Plan of Reorganization (First Deltavision Inc)
Agreement to Exchange Securities. Subject to the terms and upon the conditions set forth herein, each Selling Stockholder Shareholder agrees to sell, assign, transfer and deliver to the CompanyCompany on the Closing Date, and the Company agrees to purchase from each Selling StockholderShareholder, the Target Shares owned by the respective Selling Stockholder Shareholder 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 Shareholder that amount of the Company Shares, Shares as determined according to Section 1.1(a) below.is set forth opposite each Selling Shareholder’s name on Exhibit A.
Appears in 1 contract
Samples: Securities Purchase Agreement (Penny Auction Solutions Inc)