Consideration and Exchange of Shares Sample Clauses

Consideration and Exchange of Shares. At the closing, as defined in Section 6 ("Closing"), Shareholders agree to exchange, assign, transfer and convey exclusively to AmeriResource all 30,000 of the issued and outstanding shares of capital stock of FAMC (" FAMC Shares"). At Closing, AmeriResource will issue a total of 70,000,000 shares (the "AmeriResource Shares") of its common stock, $0.0001 par value ("Common Stock"), to the Shareholders in the amounts specified in Exhibit A. All of the AmeriResource Shares to be issued to the Shareholders shall not have been registered under the Securities Act of 1933, as amended (the "Act"), but shall have been issued pursuant to Section 4(1) of the Act and shall be restricted as to resale pursuant to Rule 144 promulgated under the Act. From and after Closing, FAMC will be a wholly-owned subsidiary of AmeriResource.
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Consideration and Exchange of Shares. At the closing, as defined in Section 7 ("Closing"), ICW agrees to exchange, assign, transfer and convey exclusively to EHI all of the issued and outstanding shares of capital stock of ICW ("ICW Shares"). At Closing, EHI will issue to Mark Tolman 2.3 milliox (0,000,000) shares of common stock, par value $0.0001 ("Common Stock"), which shall be issued pursuant to Rule 144 ("Rule 144") under the Securities Act of 1933, as amended (the "Act") (the "Shares"). The Shares shall be issued after EHI completes a 1-for-2 reverse stock split to be effected by EHI at or before Closing. EHI warrants that the 1-for-2 reverse split shall constitute the only stock division to be conducted by EHI for a period of at least one year after the execution of this Agreement. From and after Closing, ICW will become a wholly-owned subsidiary of EHI, and the name of EHI will duly be changed, with the assistance of CFSC, to "Access Market Square, Inc" as soon as is practicable. As consideration for services CFSC has performed related to the negotiation and execution of this Agreement, EHI shall issue to CFSC an aggregate of 316,620 shares of Common Stock which shall be issued pursuant of a Form S-8 Registration Statement or other available registration statement under the Act. The registered shares of Common Stock under this Paragraph shall be issued to CFSC as follows:
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Consideration and Exchange of Shares. (a) Immediately prior to the consummation of the Merger and without any action on the part of the Company, the Buyer, the Buyer Sub, the Seller or the Parent, all Shares outstanding immediately prior to the Merger shall be cancelled and retired and shall cease to exist and the Seller, as the only holder of the Shares, shall thereafter cease to have any rights with respect to such Shares, except the right to receive, in the aggregate, $4,927,392 in cash (the "Cash Payment") plus 3,374,054 shares of the Buyer's Series C Preferred Stock, $.01 par value per share (the "Buyer Shares" and together with the Cash Payment, the "Merger Consideration"). The outstanding shares of the Buyer Sub immediately prior to the Merger shall, upon consummation of the Merger, remain the issued and outstanding shares in the Buyer Sub, the surviving corporation. (b) At the Closing (as defined below), the Seller shall surrender to the Buyer Sub the certificate(s) representing all of the Shares, accompanied by stock power(s) executed in blank, and any other documents that are necessary to transfer to the Buyer Sub good and marketable title to the Shares free and clear of any and all Encumbrances (as defined herein). Upon such surrender, the Buyer or the Buyer Sub shall deliver to the Seller (a) one certificate in the name of the Seller representing the Buyer Shares and (b) the Cash Payment by wire transfer of immediately available funds to an account designated by the Seller. The rights, preferences and privileges of the Buyer Shares are as set forth in the Buyer's Third Amended and Restated Certificate of Incorporation and the Buyer's Second Amended and Restated Voting and Right of First Refusal Agreement, each as amended to date and in the form attached hereto as Exhibits A-1 and A-2. The Buyer Shares shall also have the rights set forth in Amendment No. 3 to the Series C Preferred Stock Purchase Agreement, in substantially the form attached hereto as Exhibit B. Amendment No. 3 to the Series C Preferred Stock Purchase Agreement and Amendment No. 3 to the Second Amended and Restated Voting and Right of First Refusal Agreement are sometimes referred to collectively herein as the "Series C Amendments". (c) It is expressly acknowledged and agreed to by the parties that the Buyer and the Buyer Sub shall not assume or continue any of the options granted pursuant to the Company's 1999 Stock Option and Grant Plan, as amended to date (the "Company Option Plan"), nor shall the Buyer or the B...
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Consideration and Exchange of Shares. At the closing, as defined in Section 7 herein ("Closing"), Cirond agrees to exchange, assign, transfer and convey exclusively to ExMail Fourteen Million Seven Hundred Forty Thousand Two Hundred Fifty (14,740,250) shares of common stock of CNI ("CNI Shares"), which represent all of the issued and outstanding capital stock of CNI. Accordingly, from and after Closing, CNI will be a wholly-owned subsidiary of ExMail. At Closing, ExMail will tender to Cirond Four Million (4,000,000) post-Forward Stock Split shares (the "Shares") of its Common Stock (which shall equal approximately 20% of ExMail's then issued and outstanding shares of Common Stock without giving effect to the Private Placement). The Shares will be issued pursuant to exemptions from registration under the Securities Act of 1933, as amended (the "Act"), and consequently restricted as to resale under Rule 144 ("Rule 144"). ExMail is in the process of effecting a 16-for-1 forward stock split of its issued and outstanding Common Stock. In the event the Forward Stock Split is not effected prior to the consummation of the exchange of shares pursuant to this Agreement, Cirond will receive Two Hundred Fifty Thousand (250,000) pre-Forward Stock Split shares of Common Stock at Closing, which shall equal approximately 20% of ExMail's then issued and outstanding shares of Common Stock, without giving effect to the Private Placement.
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Consideration and Exchange of Shares 
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Related to Consideration and Exchange of Shares

  • Transfer and Exchange of Warrants Subject to the terms hereof, the Warrant Agent shall initially countersign, register in the Warrant Register and deliver Warrant Certificates hereunder in accordance with the written instructions of the Company. Subject to the terms hereof and the receipt of such documentation as the Warrant Agent may reasonably require, the Warrant Agent shall thereafter from time to time register the transfer of any outstanding Warrants upon the records to be maintained by it for that purpose, upon surrender of the Warrant Certificate or Certificates evidencing such Warrants duly endorsed or accompanied (if so required by it) by a written instrument or instruments of transfer in form reasonably satisfactory to the Warrant Agent, duly executed by the registered Holder or Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Subject to the terms of this Agreement, a Warrant Certificate evidencing Warrants in any tranche may be exchanged for another Warrant Certificate or Certificates evidencing Warrants in the same tranche and entitling the Holder thereof to purchase a like aggregate number of Warrant Shares as the Warrant Certificate or Certificates surrendered then entitles such Holder to purchase. Any Holder desiring to exchange a Warrant Certificate or Certificates shall make such request in writing delivered to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form reasonably satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Upon registration of transfer, the Company shall issue and the Warrant Agent shall countersign and deliver by certified mail a new Warrant Certificate or Certificates to the persons entitled thereto. No service charge shall be made for any exchange or registration of transfer of a Warrant Certificate or of Warrant Certificates, but the Company may require the surrendering Holder to pay a sum sufficient to cover any stamp tax or other tax or other governmental charge that is imposed in connection with any such exchange or registration of transfer pursuant to Section 5 hereof. By accepting the initial delivery, transfer or exchange of Warrants, each Holder shall be deemed to agree to the terms of this Agreement as it may be in effect from time to time, including any amendments or supplements duly adopted in accordance with Section 17 hereof.

  • Transfer and Exchange of Global Warrants The transfer and exchange of Global Warrants or beneficial interests therein shall be effected through the Depositary, in accordance with this Warrant Agreement and the procedures of the Depositary therefor.

  • Transfer and Exchange of Notes Upon surrender of any Note at the principal executive office of the Company for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or his attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Company shall execute and deliver, at the Company's expense (except as provided below), one or more new Notes (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit 1. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000, PROVIDED that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in Section 6.2.

  • Registration of Transfer or Exchange of Shares Except as provided in this Section 4.2, the shares of each series of AMPS shall be registered solely in the name of the Securities Depository or its nominee. If the Securities Depository shall give notice of its intention to resign as such, and if the Company shall not have selected a substitute Securities Depository acceptable to the Paying Agent prior to such resignation, then upon such resignation, the shares of each series of AMPS, at the Company's request, may be registered for transfer or exchange, and new certificates thereupon shall be issued in the name of the designated transferee or transferees, upon surrender of the old certificate in form deemed by the Paying Agent properly endorsed for transfer with (a) all necessary endorsers' signatures guaranteed in such manner and form as the Paying Agent may require by a guarantor reasonably believed by the Paying Agent to be responsible, (b) such assurances as the Paying Agent shall deem necessary or appropriate to evidence the genuineness and effectiveness of each necessary endorsement and (c) satisfactory evidence of compliance with all applicable laws relating to the collection of taxes in connection with any registration of transfer or exchange or funds necessary for the payment of such taxes. If the certificate or certificates for shares of AMPS are not held by the Securities Depository or its nominee, payments upon transfer of shares in an Auction shall be made in Federal Funds or similar same-day funds to the Auction Agent against delivery of certificates therefor.

  • Exchange of Stock (a) The Werke Shareholders agree to transfer to WICK, and WICK agrees to purchase from the Werke Shareholders, all of the Werke Shareholders' right, title and interest in the WERKE Stock, representing 100% of the issued and outstanding stock of WERKE, free and clear of all mortgages, liens, pledges, security interests, restrictions, encumbrances, or adverse claims of any nature. (b) At the Closing (as defined in Section 2 below), upon surrender by the Werke Shareholders of the certificates evidencing the WERKE Stock, duly endorsed for transfer to WICK or accompanied by stock powers executed in blank by the Werke Shareholders, WICK will cause 11,000,000 shares (subject to adjustment for fractionalized shares as set forth below) of the common voting stock, par value $.001 of WICK (the "WICK Stock") to be issued to the Werke Shareholders (or their designees), in full satisfaction of any right or interest which each Shareholder held in the WERKE Stock. The WICK Stock will be issued to the Werke Shareholders on a pro rata basis, in the same proportion as the percentage of their ownership interest in WERKE, as set forth on EXHIBIT A (subject to adjustment as set forth below), at the Closing. As a result of the exchange of the WERKE Stock for the WICK Stock, WERKE will become a wholly owned subsidiary of WICK. (c) EXHIBIT A, may be amended by WERKE at or prior to the Closing in order to give effect to the conversion by STPF of its interest in STWP into equity in WERKE and to reflect other changes in the capital structure of WERKE which may be caused by investment into WERKE by third parties prior to the Closing. Any additional shareholders which are added to EXHIBIT A, at or prior to Closing will agree to be bound by the terms of this Agreement, either directly or by signing the Agreement to Appoint Shareholders Representative attached hereto as EXHIBIT B, however, their failure to do so prior to Closing will not effect the validity or enforceability of this Agreement as between the present parties. In no event shall WICK be required to issue any additional securities, other than as set forth herein, as a result of any changes in the capital structure of WERKE at or prior to the Closing.

  • Transfer and Exchange of Global Securities (i) The transfer and exchange of Global Securities or beneficial interests therein shall be effected through the Depository, in accordance with this Indenture (including applicable restrictions on transfer set forth herein, if any) and the procedures of the Depository therefor. A transferor of a beneficial interest in a Global Security shall deliver a written order given in accordance with the Depository’s procedures containing information regarding the participant account of the Depository to be credited with a beneficial interest in the Global Security and such account shall be credited in accordance with such instructions with a beneficial interest in the Global Security and the account of the Person making the transfer shall be debited by an amount equal to the beneficial interest in the Global Security being transferred. (ii) If the proposed transfer is a transfer of a beneficial interest in one Global Security to a beneficial interest in another Global Security, the Security Registrar shall reflect on its books and records the date and an increase in the principal amount of the Global Security to which such interest is being transferred in an amount equal to the principal amount of the interest to be so transferred, and the Security Registrar shall reflect on its books and records the date and a corresponding decrease in the principal amount of the Global Security from which such interest is being transferred. (iii) Notwithstanding any other provisions of this Appendix A (other than the provisions set forth in Section 2.4), a Global Security may not be transferred as a whole except by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository. (iv) In the event that a Global Security is exchanged for Definitive Securities pursuant to Section 2.4 prior to the consummation of a Registered Exchange Offer or the effectiveness of a Shelf Registration Statement with respect to such Securities, such Securities may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of this Section 2.3 (including the certification requirements set forth on the reverse of the Initial Securities intended to ensure that such transfers comply with Rule 144A, Regulation S or such other applicable exemption from registration under the Securities Act, as the case may be) and such other procedures as may from time to time be adopted by the Issuer.

  • Transfer and Exchange of Global Notes A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Company for Definitive Notes if: (1) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; (2) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3) there has occurred and is continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of either of the preceding events in (1) or (2) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

  • Reclassification, Exchange, Combinations or Substitution Upon any event whereby all of the outstanding shares of the Class are reclassified, exchanged, combined, substituted, or replaced for, into, with or by Company securities of a different class and/or series, then from and after the consummation of such event, this Warrant will be exercisable for the number, class and series of Company securities that Holder would have received had the Shares been outstanding on and as of the consummation of such event, and subject to further adjustment thereafter from time to time in accordance with the provisions of this Warrant. The provisions of this Section 2.2 shall similarly apply to successive reclassifications, exchanges, combinations substitutions, replacements or other similar events.

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