Exchange and Cancellation of Securities. Pursuant to the Amalgamation:
Exchange and Cancellation of Securities. Except as otherwise provided herein, shares of New XXX Stock shall be distributed to the Constituent Owners in respect of Constituent Equity as follows.
Exchange and Cancellation of Securities. Subject to the terms and upon the conditions set forth herein, each Stockholder agrees to assign, transfer and deliver to Ocean, and Ocean agrees to acquire from each Stockholder, one hundred percent (100%) of the Company Common Stock owned by the respective Stockholder as set forth on Exhibit A attached hereto, in exchange for the transfer, at the Closing, by Ocean, of 6,000,000 newly-issued shares of Ocean West Common Stock to be apportioned amongst the Stockholders in proportion to their ownership of the Company Common Stock immediately prior to the Closing (excluding the shares issued pursuant to the offering contemplated in Section 8.1). In addition, each share issued in the private placement contemplated in Section 8.1 will be exchanged for one newly-issued share of Ocean West Common Stock. Furthermore, each warrant to purchase shares of common stock of the Company will be converted into a three (3) year warrant to purchase shares of common stock of the Surviving Company (not to exceed 483,123 underlying shares) at a price of $2.00 per share so long as such exercise can not be reduced after the Closing and the exercise can not be a “cashless exercise”. Post Closing, Ocean is hereinafter referred to as the “Surviving Corporation”.
Exchange and Cancellation of Securities. (a) Subject to the terms and upon the conditions set forth herein, each Selling Stockholder agrees to sell, assign, transfer and deliver to Diva, and Diva agrees to purchase from each Selling Stockholder, the Company Common Stock owned by the respective Selling Stockholder as set forth on Exhibit A attached hereto, in exchange for the transfer, at the Closing, by Diva, to each Selling Stockholder a pro rata share of the Diva Common Stock and Series E Convertible Preferred Stock, as determined herein, aggregating 38,500,000 shares of Diva Common Stock comprising (a) 12,400,000 newly-issued shares of Diva Common Stock (of which 2,500,000 shares will be issued to the finders in accordance with Section 4.24 below) and (b) 261,000 newly issued Series E shares of Diva Preferred Stock (of which 10,000 will be issued to creditors in lieu of the conversion of $3,500,000 of trade debt on the books of Tactica at the Closing in accordance with Section 3.3 below) that will convert automatically into 26,100,000 shares of Diva Common Stock upon shareholder approval of the increase of Diva’s authorized shares to 100,000,000, subject to and upon the terms hereinafter set forth, including, but not limited to the approval by the stockholders of Diva of an amendment to Diva’s certificate of incorporation increasing Diva’s authorized common stock from 20,000,000 shares to 100,000,000 shares. Each Selling Stockholder is entitled to receive thirty-five thousand (35,000) shares of Diva Common Stock (assuming conversion of all shares of Diva Series E Preferred Stock issued as a result of the Transaction) for each share of Company Common Stock owned by the Selling Stockholder at the Closing. The number of shares of Company Common Stock that each Selling Stockholder is entitled to receive at the Closing as determined hereunder is set forth opposite each Selling Stockholder’s name on Exhibit A. Post Closing, Diva is hereinafter referred to as the “Surviving Corporation”
Exchange and Cancellation of Securities
