Consideration; Share Exchange Clause Samples
The Consideration; Share Exchange clause defines the terms under which shares or other forms of consideration are exchanged between parties in a transaction, typically in the context of a merger or acquisition. It outlines what each party will receive—such as a specific number of shares, cash, or a combination thereof—and details the process for calculating and delivering this consideration. This clause ensures both parties have a clear understanding of the value and form of what is being exchanged, thereby reducing the risk of disputes and facilitating a smooth transaction.
Consideration; Share Exchange. At the Closing (as defined in Section 3.2 below) upon surrender of the certificates evidencing the Future Now Stock duly endorsed for transfer to the Purchaser, the Purchaser will cause 50,394,190 shares of the common voting stock (“Common Stock”), par value $0.001 of the Purchaser to be issued to the Stockholders, in full satisfaction of any right or interest which each Stockholder held in the Future Now Stock (the “Purchase Price”). The Purchaser Stock will be issued to the Stockholders on a pro rata basis, in the same proportion as the percentage of their ownership interest in the Future Now Stock, per share and percentage details are provided on Schedule 2.1. As a result of the exchange of the Future Now Stock in exchange for the Purchaser Stock, the Company will become a wholly-owned subsidiary (the “Subsidiary”) of the Purchaser.
Consideration; Share Exchange. At the Closing (as defined in Section 1.3 below), upon surrender of the certificates evidencing the Somerset Stock duly endorsed for transfer to BLLE, BLLE will cause 500,000 shares of the common voting stock, par value $0.0001 of BLLE (the "BLLE Stock") to be issued to the Stockholders, in full satisfaction of any right or interest which each Stockholder held in the Somerset Stock. The BLLE Stock will be
Consideration; Share Exchange. At the Closing, upon surrender of the certificates evidencing the Shares duly endorsed for transfer to FNG, FNG will cause one-half of the Purchase Price (1,850,000 Shares) to be issued to the Shareholders, as detailed prior to the Share Exchange under Disclosure Schedule 2.3. Until the EBI Financial Statement audits have been completed, the second one-half of the Purchase Price represented in FNG Shares, (1,850,000 shares) will be held in escrow (the “Escrow Arrangement”) by FNG’s counsel. Under such Escrow Arrangement, all remaining shares will be released only upon the completion and issuance by the Independent Accountants of the audit and the payment of audit fees as described in Section 13.2 of this Agreement, on the EBI Financial Statements, which statements FNG will exercise commercially reasonable efforts to cause to be completed and issued on or before 71 days after Closing. In the event that such Audit is not completed by the 72nd day following the closing of the transaction, any remaining shares being held in escrow by any escrow agent shall thereafter be released to the Shareholders. 2.4. Subsidiaries. EBI does not have any subsidiaries.