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Equity Exchange Sample Clauses

Equity ExchangeAt the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub or the Company: (i) Each outstanding share of Company Common Stock shall be exchanged for one (1) share of Parent Common Stock; (ii) Each outstanding Company Option shall be exchanged for a Parent Option with an identical exercise price, exercise term, and number of underlying shares of common stock; (iii) Each outstanding Company Warrant shall be exchanged for a Parent Warrant with an identical exercise price, exercise term, and number of underlying shares of common stock; and (iv) The shares of capital stock of Merger Sub outstanding immediately prior to the Effective Time shall be converted into and become the outstanding shares of capital stock of the Surviving Corporation following the Effective Time.
Equity Exchange. Subject to the terms and conditions set forth herein, at the Closing, Seller shall transfer to Buyer, and Buyer shall accept from Seller, all of Seller’s right, title and interest in and to 15,000,000 from treasury common shares, free and clear of all encumbrances of MTWD. As full consideration for the foregoing, Buyer shall transfer to Seller, and Seller shall accept from Buyer, all of Buyer’s right, title and interest in and to 500 common shares, free and clear of all encumbrances of Emerge Nutraceuticals, Inc.
Equity Exchange. (a) At the Equity Exchange Time, the parties hereto agree that the Stockholder will assign, transfer, convey and deliver the Xerium S.A. Shares set forth on Schedule I hereto to the Company free and clear of all liens, together with any documents that in the reasonable judgment of the Company are necessary to the Company’s good, valid and marketable title to such Xerium S.A. Shares, and, in exchange therefor, the Company will issue and deliver to the Stockholder the number of shares of Company Common Stock set forth on Schedule I hereto. The shares of Company Common Stock issued to the Stockholder pursuant to this Section 1(a) are referred to herein as the “New Securities.” (b) At or prior to the Equity Exchange Time, and as a condition to the closing of the Exchange, (i) the Stockholder shall execute and deliver to the Company a counterpart to the Registration Rights Agreement, (ii) the Stockholder shall execute and deliver to the Company a Lock-Up Agreement, which the Company shall in turn deliver to the Underwriters, and (iii) the Stockholder and the Company will take and cause to be taken any actions and deliver any documents deemed necessary by the Company to effect the transactions contemplated by this Agreement.
Equity Exchange. The limited partnership interests and restricted common stock interests being exchanged herein are restricted securities and may not be sold or otherwise disposed of without an applicable registration statement or valid exemption from registration. Each party is responsible for compliance with applicable rules and regulations regarding the issuance of their respective equity interests.
Equity Exchange. (a) Immediately after the Share Split, and prior to the Merger Effective Time, upon the terms and subject to the conditions of this Agreement, NewPubco, the Company Shareholders and the holders of Company Equity Awards shall effect an exchange (the “Equity Exchange”), pursuant to which: (i) each Company Ordinary Share issued and outstanding immediately prior to the Equity Exchange (other than any Company Excluded Shares) shall, in accordance with the Section 350 Approval and without any further action of the Company Shareholders, automatically be exchanged for a number of validly issued, fully paid and nonassessable NewPubco Ordinary Shares equal to the Company Exchange Ratio (the aggregate number of NewPubco Ordinary Shares issuable to Company Shareholders pursuant to this subsection, the “Company Exchange Consideration”); the share transfer books of Company Ordinary Shares shall be closed with respect to all Company Ordinary Shares outstanding and no further transfer of any such Company Ordinary Shares shall be made on such share transfer books after the Equity Exchange is effected; (ii) each Company Option that is outstanding immediately prior to the Equity Exchange Effective Time will, without any action on the part of the holder thereof, automatically be exchanged for an option granted by NewPubco to acquire such number of NewPubco Ordinary Shares equal to the number of Company Ordinary Shares subject to such Company Option immediately prior to the Equity Effective Time, multiplied by the Company Exchange Ratio (rounded to the nearest whole share), with an exercise price per share equal to the exercise price per share of such Company Option in effect immediately prior to the Equity Effective Time, divided by the Company Exchange Ratio (rounded to the nearest full cent) (the “Assumed Company Options”). Each holder of Company Options shall receive the Assumed Company Options to purchase the number of NewPubco Ordinary Shares set forth opposite such holder’s name on the Company Allocation Schedule. Each Assumed Company Option shall be subject to substantially the same terms and conditions as such Company Option, including the applicable vesting schedule and payment timing as in effect on the date of this Agreement for the corresponding former Company Option; provided, that the exercise price and the number of shares of NewPubco Ordinary Shares which can be acquired pursuant to this Section 2.2(a)(ii) shall be consistent with the requirements of Treasury ...
Equity Exchange. Both Party A and Party B agree that Party A will utilize the 51% equity interest it holds in Fulida to exchange for the 2.5% equity interest Party B holds in Henglong according to the terms under this agreement. After the equity exchange, Party A shall be the owner of the said 2.5% equity interest in Henglong, and Party B shall be the owner of the said 51% equity interest in Fulida.
Equity ExchangeAt any time after the earlier of: (i) the occurrence of a Major Default; or (ii) March 20, 1999, at its option, First Ontario shall have the right, upon written notice to the Corporation and SII, (the "Exchange Notice") to exchange all or any part of its Shares in the Corporation for voting common shares of SII (the "Exchange Option"). For the purposes of the exercise of the Exchange Option: (a) First Ontario's equity in the Corporation will be valued at the Put Price; (b) First Ontario will be issued voting common shares in SII the value of which shall be based on a price per share of 66% of the average price quoted for SII shares during the twenty (20) trading days preceding the delivery of the Exchange Notice; and (c) First Ontario's equity in SII acquired pursuant to the Exchange Option shall not exceed 3% of the issued and outstanding common share ownership of SII.
Equity Exchange. As mutual consideration for this Agreement, the parties shall acquire an equity interest in one another in accordance with Article III hereof.
Equity Exchange. Upon the terms and subject to the conditions hereof, as of the date hereof, the Selling Equity Holder is exchanging, transferring, conveying, assigning and delivering to Parent free and clear of all Liens, all of the right, title and interest of the Selling Equity Holder in and to the Company Capital Stock and the Company Convertible Notes. In exchange for such Company Capital Stock or Company Convertible Notes, as the case may be, Parent is exchanging, issuing and delivering to the Selling Equity Holder, free and clear of all Liens, an aggregate of 135,398.16 shares of the Parent Series E Preferred Stock, allocated as set forth on Exhibit B to the LLC Operating Agreement (the “Parent Preferred Stock Consideration”). The Parent Preferred Stock Consideration was calculated based upon the number of shares equal to an agreed value of $16,000,000 divided by a price per share of Parent Common Stock of $1.1817 (the “Closing Value).
Equity Exchange. Within three years after payment of funds from the Investor, if it is determined that any affiliate other than the Company (including but not limited to XPENG Inc. and Guangdong Xiaopeng) is listed on A-share market or in Hong Kong or other capital markets, the Company needs to notify the Investor in writing on the date such listed entity is approved by relevant stock exchange. The Investor has the right to request Guangdong Xiaopeng within 3 days in writing to repurchase the equity held by it in Chengxing Zhidong and exchange the same to equity in relevant listed entity (to participate in strategic placement and international placement at listing price and exchange to equity in listed entity in equivalent amount of Capital Increase Price corresponding to the exchanged equity). (1) In relation to the part of exchanged equity as agreed by both Parties, after Guangdong Xiaopeng repurchases the equity held by the Investor in the Company at Capital Increase Price, it shall make all efforts to coordinate so that the Investor will obtain shares in strategic placement and international placement of the listed entity. If in relation to the part of exchanged equity as agreed by both Parties, the shares of placement of listed entity is not successfully obtained in full for reasons not attributable to the Investor, Guangdong Xiaopeng shall pay the difference as additional repurchase price to the Investor at the annual simple interest of 6% (Increased Repurchase Price = (the amount of exchanged equity agreed by both Parties - actually obtained shares in placement) * 6%/annual * calendar days from the closing date (inclusive) to the date of actual payment of repurchase price (inclusive) /365), and Article 4.5 is not applicable to this part of incomes of the Investor. If Guangdong Xiaopeng has coordinated but the Investor fails to obtain the shares in placement of the listed entity for its own reasons (including but not limited to failure in timely payment of funds to participate in placement or insufficiency of funds), Guangdong Xiaopeng shall pay additional repurchase price (calculated as per foregoing provision) at the annual simple interest of 6%, provided however that Article 4.5 is not applicable to this part of incomes of the Investor. (2) The part of equity not exchanged by the Investor will be repurchased by Guangdong Xiaopeng at the annual simple interest rate of 6%. The calculation formula of repurchase price is: amount of equity not exchanged by the Investor...