Agreement to Exchange Shares for Common Stock Sample Clauses

Agreement to Exchange Shares for Common Stock. On the Closing Date (as hereinafter defined) and upon the terms and subject to the conditions set forth in this Agreement, the Shareholders shall sell, assign, transfer, convey and deliver the Shares (representing 100% of the common stock of Globaltron (the "Shares")) to Company and Company shall accept the Shares from the Shareholders in exchange for the shares of common stock (as defined below).
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Agreement to Exchange Shares for Common Stock. On the Closing Date (as hereinafter defined) and upon the terms and subject to the conditions set forth in this Agreement, Angelciti shall sell, assign, transfer, convey and deliver the Shares (representing 10,000 shares or 100% of the common stock of Worldwide Management) to iChance, and iChance shall accept the Shares from the Angelciti in exchange for the shares of Common Stock as defined below.
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Agreement to Exchange Shares for Common Stock. On the Closing Date (as hereinafter defined) and upon the terms and subject to the conditions set forth in this Agreement, SHAREHOLDERS shall sell, assign, transfer, convey and deliver the XHT Shares (representing 50,000 XHT Shares or 100% of the issued and outstanding XHT Shares), to CIEC, and CIEC shall accept the XHT Shares from the SHAREHOLDERS in exchange for the issuance to the SHAREHOLDERS of the number of CIEC Shares set forth opposite the names of the SHAREHOLDERS on Exhibit A hereto.
Sample 1
Agreement to Exchange Shares for Common Stock. On the Closing Date (as hereinafter defined) and upon the terms and subject to the conditions set forth in this Agreement, the Shareholders shall sell, assign, transfer, convey and deliver the Shares (representing 1,000 shares or 100% of the common stock of MM) to Phoenix, and Phoenix shall accept the Shares from the Shareholders in exchange for the shares of Common Stock of Phoenix as defined below.
Sample 1
Agreement to Exchange Shares for Common Stock. On the Closing Date (as hereinafter defined) and upon the terms and subject to the conditions set forth in this Agreement, SHAREHOLDERS shall sell, assign, transfer, convey and deliver interest in Shares representing 100% of the common stock of 44 MAG to DESERT, and DESERT shall accept the Shares interests from the SHAREHOLDERS in exchange for the shares of Common Stock as defined below.
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Agreement to Exchange Shares for Common Stock. On the Closing Date (as hereinafter defined) and upon the terms and subject to the conditions set forth in this Agreement, the WorldLink Shareholders shall sell, assign, transfer, convey and deliver the Shares (representing 79,060,292 shares or 100% of the common stock of WorldLink) to Momentum, and Momentum shall accept the Shares from WorldLink in exchange for 23,999,999 newly issued shares of Momentum common stock, par value $.001 per share (the "Exchange Shares"), delivered to the WorldLink Shareholders on a PRO rata basis, of which certain shares may be withheld pursuant to the provisions of Section 6.2 herein.
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Agreement to Exchange Shares for Common Stock. On the ---------------------------------------------------- Closing Date (as hereinafter defined) and upon the terms and subject to the conditions set forth in this Agreement, SHAREHOLDERS shall sell, assign, transfer, convey and deliver Shares representing 100% of the common stock of CINTEL to LINK, and LINK shall accept the Shares from the SHAREHOLDERS in exchange for the shares of Common Stock as defined below.
Sample 1
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Agreement to Exchange Shares for Common Stock. On the Closing Date (as hereinafter defined) and upon the terms and subject to the conditions set forth in this Agreement, the TELESCIENCE Shareholders shall sell, assign, transfer, convey and deliver the Shares (representing 4,000,000 shares or 100% of its common stock of TELESCIENCE) to MSSI, and MSSI shall accept the Shares from TELESCIENCE in exchange for 2,200,000 pre-dividend, 33,000,000 post-dividend newly issued shares of MSSI Common Stock, which represents approximately 80% of the issued and outstanding shares of the Company on a post merger basis.
Sample 1
Agreement to Exchange Shares for Common Stock. On the Closing Date (as hereinafter defined) and upon the terms and subject to the conditions set forth in this Agreement, the Shareholders shall sell, assign, transfer, convey and deliver the Shares (representing 1,000,000 shares or 100% of the common stock of ITC) to Phoenix, and Phoenix shall accept the Shares from the Shareholders in exchange for the shares of Common Stock as defined below.
Sample 1

Related to Agreement to Exchange Shares for Common Stock

  • Common Shares 4 Company...................................................................................... 4

  • PURCHASE OF COMMON STOCK Subject to the terms and conditions set forth in this Agreement, the Company has the right to sell to the Investor, and the Investor has the obligation to purchase from the Company, Purchase Shares as follows:

  • Purchase of Shares of Common Stock (a) Each Purchase Contract shall, unless an Early Settlement has occurred in accordance with Section 5.9, or a Merger Early Settlement has occurred in accordance with Section 5.10, obligate the Holder of the related Unit to purchase, and the Company to sell, on the Stock Purchase Date at a price equal to $50 (the "Purchase Price"), a number of newly issued shares of Common Stock equal to the Settlement Rate unless, on or prior to the Stock Purchase Date, there shall have occurred a Termination Event with respect to the Unit of which such Purchase Contract is a part. The "Settlement Rate" is equal to, (i) if the Applicable Market Value (as defined below) is greater than or equal to $21.08 (the "Threshold Appreciation Price"), 2.3719 shares of Common Stock per Purchase Contract, (ii) if the Applicable Market Value is less than the Threshold Appreciation Price, but is greater than $17.28, the number of shares of Common Stock per Purchase Contract equal to the Stated Amount of the related Unit divided by the Applicable Market Value, and (iii) if the Applicable Market Value is equal to or less than $17.28, 2.8935 shares of Common Stock per Purchase Contract, in each case subject to adjustment as provided in Section 5.6 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.12, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts. (b) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Contract Adjustment Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Contract Adjustment Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.12.

  • Common Stock 1 Company........................................................................1

  • The Shares The Shares to be issued and sold by the Company hereunder have been duly authorized by the Company and, when issued and delivered and paid for as provided herein, will be duly and validly issued, will be fully paid and nonassessable and will conform to the descriptions thereof in the Registration Statement, the Pricing Disclosure Package and the Prospectus; and the issuance of the Shares is not subject to any preemptive or similar rights.

  • Purchaser Common Stock Each share of common stock, par value $0.001 per share, of the Purchaser (the “Purchaser Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

  • Issuance of Shares of Common Stock As soon as practicable upon the occurrence of an Exchange Event, the Company shall direct holders of the Rights to return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement to the contrary, in no event will the Company be required to net cash settle the Rights. The Company shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant Rights, such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive.

  • Issuance of Shares of Common Stock on Exercise As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price (if payment is pursuant to subsection 3.3.1(a)), the Company shall issue to the Registered Holder of such Warrant a book-entry position or certificate, as applicable, for the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant shall not have been exercised in full, a new book-entry position or countersigned Warrant, as applicable, for the number of shares of Common Stock as to which such Warrant shall not have been exercised. If fewer than all the Warrants evidenced by a Book-Entry Warrant Certificate are exercised, a notation shall be made to the records maintained by the Depositary, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance of the Warrants remaining after such exercise. Notwithstanding the foregoing, the Company shall not be obligated to deliver any shares of Common Stock pursuant to the exercise of a Warrant and shall have no obligation to settle such Warrant exercise unless a registration statement under the Securities Act with respect to the shares of Common Stock underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying its obligations under Section 7.4. No Warrant shall be exercisable and the Company shall not be obligated to issue shares of Common Stock upon exercise of a Warrant unless the Common Stock issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt from registration or qualification under the securities laws of the state of residence of the Registered Holder of the Warrants, except pursuant to Section 7.4. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless, in which case the purchaser of a Unit containing such Public Warrants shall have paid the full purchase price for the Unit solely for the shares of Common Stock underlying such Unit. In no event will the Company be required to net cash settle the Warrant exercise. The Company may require holders of Public Warrants to settle the Warrant on a “cashless basis” pursuant to subsection 3.3.1(b)

  • Options, Warrants, Reserved Shares Except for (i) the warrant issued to Value Partners Greater China High Yield Income Fund in March 2019, (ii) any A Shares (and options and warrants therefor) reserved for issuance to the employees, directors, and consultants of the Group Companies pursuant to any equity incentive plan that may be adopted from time to time by the Company, (iii) as provided in the Restated Articles, and (iv) any A Shares to be issued to certain potential investors for this financing round on or around April 30, 2019, including the transactions contemplated herein, there are no options, warrants, conversion privileges, agreements, or rights of any kind with respect to the issuance or purchase of the Purchased Shares or any other securities of the Company. Apart from any exceptions noted in the Restated Articles, no outstanding shares (including the Purchased Shares), or shares issuable upon exercise or exchange of any outstanding options, warrants, or other shares issuable by the Company, are subject to any preemptive rights, rights of first refusal, or other rights of any kind to purchase such shares (whether in favor of the Company or any other person).

  • Parent Shares All outstanding Parent Shares, and all Parent Shares, which may be issued pursuant to this Agreement shall when issued in accordance with this Agreement be, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

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