Exchange and Cancellation of Securities. Pursuant to the Amalgamation:
(i) each GTI Share shall be converted into one Amalco Share;
(ii) each Yooma Share shall be converted into such number of Xxxxxx Xxxxxx equal to the product of (i) the number of Xxxxx Xxxxxx held by such Xxxxx Xxxxxxxxxxx; and (ii) the Yooma Exchange Ratio;
(iii) the stated capital of the Amalco Shares shall be equal to the total of the aggregate paid-up capital (as such term is defined in the Tax Act) of the Yooma Shares and the GTI Shares immediately prior to the Amalgamation (excluding, for greater certainty, (A) any Yooma Shares owned by GTI, or GTI Shares owned by Yooma, in each case immediately prior to the Amalgamation, and (B) any GTI Shares or Yooma Shares held by Dissenting Holders and dealt with under Sections 2.3(a) or 2.3(b));
(iv) each GTI Option and GTI RSU shall become exercisable for Amalco Shares on and subject to the terms and conditions thereof; and
(v) the Amalco Option Plan shall be adopted.
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”
(b) Prior to the Closing, the holder of 4,225,000 shares of Diva Common Stock, issued and outstanding immediately prior to the Effective Time shall exchange 3,725,000 of such shares for all of the issued and outstanding shares of Diva’s sole subsidiary, Diva Florida, and upon receipt by Diva, said shares shall thereafter be canceled. An additional 1,209,000 common shares shall be canceled prior to the closing. At the Closing, 500,000 of such holder’s Common Shares shall remain outstanding.
(c) Each of the 69,800 share...
Exchange and Cancellation of Securities. On, and because of, the amalgamation:
(A) each issued and outstanding Gold Ridge Share on the Effective Date shall be cancelled and in consideration therefor the holder of a Gold Ridge Share shall receive 0.125 of a fully paid and non-assessable Amalco Share in respect of such Gold Ridge Share so cancelled;
(B) each issued and outstanding Gold Ridge Option on the Effective Date shall be cancelled and in consideration therefor the holder of a Gold Ridge Option shall receive 0.125 Amalco Options in respect of such Gold Ridge Options so cancelled, with each such Amalco Option bearing a strike price equal to the strike price of the applicable Gold Ridge Option multiplied by 8.
(C) subject to subsection (D) below, each issued and outstanding EKI Share on the Effective Date shall be cancelled and in consideration therefor the holder of a EKI Share shall receive one fully paid and non-assessable Amalco Share in respect of each EKI Share so cancelled;
(D) if the issuance of Amalco Shares pursuant to subsection (c) above would, in the reasonable opinion of the directors of Amalco, result in Amalco ceasing to be a Foreign Issuer on the Effective Date, then each existing director of EKI who is a U.S. Person will, if so required by the directors of Amalco, instead receive for the EKI Shares owned by him, pro rata with the other existing directors of EKI who are U.S. Persons, such number of fully paid and non-assessable Amalco Restricted Voting Shares as would result in U.S. Persons owning no greater than 45% of the issued and outstanding Amalco Shares on the Effective Date; and
(E) each outstanding EKI DSU will become an Amalco DSU, on the same terms and conditions, and the EKI DSU Plan will become the Amalco DSU Plan.
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.
(a) The RVision Units held by all RVision Owners at the Closing Date shall be converted into the right to receive 8,000,000 shares of New XXX Stock at the Closing ("RVision Closing Consideration"), plus the right to receive up to 2,000,000 additional shares of New XXX Stock as finally determined in accordance with the provisions of Section 2.08 ("RVision Earnout Consideration"), all divided among the RVision Owners pro rata in proportion to the number of RVision Units held by each RVision Owner as set forth on Appendix A.
(b) The CFed Shares held by all CFed Owners at the Closing Date shall be converted into the right to receive 2,050,000 shares of New XXX Stock at the Closing ("CFed Closing Consideration"), plus the right to receive up to 1,025,000 additional shares of New XXX Stock as finally determined in accordance with the provisions of Section 2.08 ("CFed Earnout Consideration"), all divided among the CFed Owners pro rata in proportion to the number of CFed Shares held by each CFed Owner as set forth on Appendix B.
(c) Notwithstanding any provision of this Agreement to the contrary, each share of Constituent Equity held in the treasury of a Constituent immediately prior to the Closing Date shall be canceled and extinguished without any conversion thereof and no payment shall be made with respect thereto.
(d) At the Closing Date, the holders of RVision Units and CFed Shares shall cease to have any rights respecting such shares except as otherwise provided herein or by Law. Such holders of RVision Units and CFed Shares shall have the right to have their certificates evidencing their equity ownership in RVision and CFed ("Exchanged Certificates") exchanged for certificates evidencing whole shares of New XXX Stock constituting the RVision Closing Consideration and the CFed Closing Consideration upon the surrender of such certificates in RVision and CFed, as the case may be. No fractional shares of New XXX Stock shall be issued as the RVision Closing Consideration and the CFed Closing Consideration and, in lieu thereof, the number of shares of New XXX Stock issuable to any Constituent Owner of record as RVision Closing Consideration or CFed Closing Consideration shall be rounded to the nearest whole share of New XXX Stock, with 0.5 rounded upward.
(e) At the Closing, XXX shall deliver, upon surrender of e...
Exchange and Cancellation of Securities
