Closing in Escrow. The parties hereto contemplate closing this Plan of Exchange in escrow pursuant to the terms of an Escrow Agreement, a copy of which is attached as Exhibit A hereto. When the documents and securities held in escrow have been released and delivered to the respective parties, a change in control of HTAG shall have occurred. The issuance of common shares of HTAG and exchange of capital stock of Xxxx Xxxx shall be consummated upon delivery of certain payments in accordance with the terms of the Escrow Agreement.
Closing in Escrow. The parties hereto currently contemplate closing this FIRST AMENDED PLAN OF EXCHANGE in escrow pursuant to the terms of an Escrow Agreement, a copy of which is attached as Exhibit A hereto. The Remainder of this Page is Intentionally left Blank This agreement is executed on behalf of each of the parties as of the date first above written. HEAVENEXPRESS.COM, INC. GUANGDONG GOLDEN SAND & GREEN LAND ECOLOGY AND ENVIRONMENT By: /s/ Charles Scheuerman XXXXXXTION DEVELOPMENT CO., LTD. ---------------------- Charles Scheuerman Chaxxxxx By: /s/ Yang Shu ------------ Yang Shu President Golden Sand Shareholders: ____________________________ ____________________________ (Individually) (Individually) ____________________________ ____________________________ (Individually) (Individually) ____________________________ ____________________________ (Individually) (Individually) ____________________________ ____________________________ (Individually) (Individually) ____________________________ ____________________________ (Individually) (Individually) ____________________________ ____________________________ (Individually) (Individually) Charles Scheuerman /s/ Chxxxxx Xxxxxxxxxx ---------------------- (Xndividually) FIRST AMENDED ESCROW AGREEMENT ------------------------------ THIS FIRST AMENDED ESCROW AGREEMENT, made and entered into among Heavenexpress.com, Inc., a Xxxxxxx xxxxxxxxion (the "Company"), Guangdong Golden Sand & Green Land Ecology And Environment Protection Development Co., Ltd., a corporation organized under the laws of the P.R. China ("Golden Sand"), the Shareholders listed on the signature pages hereof (the "Golden Sand Shareholders"), Charles Scheuerman, the Chxxx Xxxxxxxxx Xxxxcer and controlling shareholder of the Company ("Scheuerman"), and Greentrex Xxxxxxxxl Group, Inc., a North Carolina corporation ("Greentree")(the "Escrow Agent").
Closing in Escrow. The Remainder of this Page is Intentionally left Blank PLAN OF EXCHANGE BY WHICH XXXXXXXXXXXXX.XXX, INC. (A FLORIDA CORPORATION) SHALL ACQUIRE GUANGDONG GOLDEN SAND & GREEN LAND ECOLOGY AND ENVIRONMENT PROTECTION DEVELOPMENT CO., LTD. (A CORPORATION ORGANIZED UNDER THE LAWS OF THE P.R. CHINA) THIS PLAN OF EXCHANGE is made and dated this 26th day of June, 2003, to supersede all previous agreements, if any between the parties. This Agreement anticipates extensive due diligence by both parties, and may be terminated by written notice, at any time (i) by mutual consent; (ii) by either party during the due diligence phase.
Closing in Escrow. At the Closing, the Xxxxxxx Exchange Shares, the Performing Shares and the Exchange Shares shall be held in escrow with Shamika’s counsel, Xxxxxx Xxxxxxx & Xxxxxx, LLP (the “Escrow Agent”) until such time that the Escrow Agent has received satisfactory, documentary proof that MIG Mauritius has received all required production licenses in Cambodia to mine approximately 240 square kilometers for gold and ruby mineralization in mining exploration rights located in Samlaut, Cambodia, (the “Mining Rights”) and has commenced commercial production for a period of at least two months (the “Release Conditions”). Following satisfactory proof of the Release Conditions, the Escrow Agent shall release the Xxxxxxx Exchange Shares to the MIG Mauritius Holders, the Performing Preferred Shares to the MIG US Holders and the MIG Mauritius Shares to Xxxxxxx. If the Release Condition have not been satisfied within six (6) months from the Closing, Xxxxxxx shall have the right to terminate the Agreement, in accordance with Section 7.1(b) hereof. Notwithstanding anything to the contrary contained within this Section 1.2, Shamika’s obligation for the Financing Condition (as that term is defined in Section 4.9 herein), is not precedent upon the Release Conditions and Xxxxxxx will provide such sums immediately upon availability as set forth in Section 4.9.
Closing in Escrow. All documents shall be delivered by email, courier or hand delivered, and in advance of the Closing and held in escrow by the Purchaser's Solicitors until all deliveries set forth in subsections 7.1(k) and 7.2(k) are completed or waived by Element79 and Xxxxxxx, and Xxxxxxx on behalf of all Calipuy Shareholders, and until Element79 and Xxxxxxx have agreed to terminate the escrow.
Closing in Escrow. The Closing shall occur in Escrow. The Escrow shall be governed by the terms and conditions of the Escrow Agreement.
Closing in Escrow. At the Closing, the Exchange Shares shall be held in escrow with the Company’s counsel, Xxxxxx Xxxxxxx & Xxxxxx, LLP (the “Escrow Agent”) until such time that the Escrow Agent has received satisfactory, documentary proof that: (a) there is a forecasted extractable quantity of coal equal to a minimum of 100,000,000 metric tons at the Toguchina Coal Field are; (b) BEST has delivered audited financial statements, prepared in US GAAP format within sixty (60) of the date hereof (the “BEST Financial Statement”); and (c) the BEST Financial Statements report BEST Inventory of not less than $20,000,000 (the “Release Conditions”). Following satisfactory proof of the Release Conditions, the Escrow Agent shall release the Exchange Shares to the BEST Holders. If the Release Conditions have not been satisfied within two (2) months from the Closing, the Company shall have the right to terminate the Agreement, in accordance with Section 7.1(b) hereof.
Closing in Escrow. At the Closing, the Exchange Shares, the Performing Shares and the Exchange Shares shall be held in escrow with Shamika’s counsel, Xxxxxx Xxxxxxx & Xxxxxx, LLP (the “Escrow Agent”) until such time that the Escrow Agent has received satisfactory, documentary proof that Newco has been formed and the Millennium has consummated a securities exchange agreement with Newco whereby all of Millennium’s outstanding capitalization is transferred to Newco, thereby assigning all right, title and interest to Millennium’s license to mine approximately 100 square kilometers for gold and ruby mineralization in mining rights located on Samplant, Cambodia, (the “Mining Rights”) free and clear of all encumbrances (the “Contribution”). Following satisfactory proof of the Contribution, and the ratification of this Agreement by Newco and the Newco Board of Directors, the Escrow Argent shall release the Xxxxxxx Exchange Shares to the Newco Holders, the Performing Preferred Shares to Millennium and the Newco Shares to Xxxxxxx. If the Contribution has not occurred within ninety (90) days from the execution of this Agreement, Xxxxxxx shall have the right to terminate the Agreement, in accordance with Section 7.1(b) hereof.
Closing in Escrow. If the Buyer elects to conduct the Closing in ----------------- escrow, as provided in (S)7(c) herein, then the Purchase Price, the Employment Agreement, and the Company Shares shall be delivered to the Escrow Agent as provided in (S)7(c).
Closing in Escrow. The provisions of Sections 9.1 and 9.2 to the contrary notwithstanding, the parties shall consummate the Closing in escrow no later than one business day prior to the closing pursuant to the Purchase and Sale Agreement, on escrow terms and conditions as set forth in that certain Escrow Agreement, the form of which is attached hereto as EXHIBIT "A", and by this reference made a part hereof ("Escrow Agreement"), which shall be executed and delivered by Seller, ShoLodge, Purchaser and Escrow Agent at the escrow closing, effective as of the date of the closing pursuant to the Purchase and Sale Agreement and with the successful consummation of the conveyance of the GHI Shares to Seller pursuant to the Purchase and Sale Agreement and the lack of any material changes with regard to the satisfaction of the conditions as described in Sections 7 and 8 being the only escrow conditions. At the escrow closing, ShoLodge shall cause Purchaser to deliver the Purchase Price into escrow with Escrow Agent, and Escrow Agent shall have received and shall have confirmed to Seller the receipt of, the Purchase Price, in accordance with the terms of the Escrow Agreement.
