Exchange by the Shareholders. At the Closing (as defined in Section 1.02), the Shareholders shall sell, transfer, convey, assign and deliver to the Parent all of the Company Shares free and clear of all Liens in exchange for the Parent Shares.
Exchange by the Shareholders. At the Closing (as defined in Section 1.02), the Shareholders shall sell, transfer, convey, assign and deliver to the Parent all of the Company Shares free and clear of all Liens immediately in exchange for an aggregate of Six Million Four Hundred Fifty Four Thousand Six Hundred Eighty One (6,454,681) shares of Parent Stock, in the amounts for each Shareholder set forth on Exhibit A.
Exchange by the Shareholders. At the Closing, ChainTrade shall exchange all of the ChainTrade Assets, detailed herein on Exhibit Afor the Note. Working Capital. ChainTrade shall receive a total of $500,000 in working capital (“Working Capital”), paid in tranches over 18 months (each a “Tranche”). The first Tranche of $30,000 shall be paid on the Closing Date to be set within 5 Business days of the execution of this Agreement, and each subsequent Tranche of $30,000 shall be paid every 45 days thereafter until a total of $500,000 is paid. If the Company is late paying any Tranche to ChainTrade, a penalty of 10% will be added to the balance owed for that Tranche, following a 15 day grace period (the “Grace Period”). If the Company fails to pay ChainTrade any Tranche due during the Grace Period, then on the 75th day, ChainTrade reserves the right to suspend operations of the platform until the past due Tranche is paid. In the event that the Company fails to pay any past due amount by the 90th day, this Agreement, would be considered in default and the remaining balance owed for Working Capital will be due in full, plus an additional 10% penalty.
Exchange by the Shareholders. (a) At the Closing, each Shareholder shall sell, transfer, convey, assign and deliver to the Parent its Company Shares free and clear of all Liens (as defined in Section 2.01) in exchange for shares of Parent Series A Preferred Stock, with each Company Share being exchanged for 1,048,585,364 shares of Parent Series A Preferred Stock (the “Exchange Ratio”).
Exchange by the Shareholders. At the Closing, each Shareholder shall sell, transfer, convey, assign and deliver to the Company, all of their respective YourSpace Shares owned by each Shareholder free and clear of all Liens in exchange for the Preferred Stock, as shown on Exhibit A.
Exchange by the Shareholders. Each Shareholder shall sell, transfer, convey, assign and deliver to PhoneBrasil all of the capital stock of Mikab owned by such Shareholder, (the “Mikab Shares”) free and clear of all liens, encumbrances, easements, security interests or similar interests in exchange for 94.2% of the outstanding PhoneBrasil Common Stock on an as converted basis which shall be issued to the Shareholders in two tranches. At the Closing the first tranche of 9,000,000 shares of PhoneBrasil Preferred Stock shall be issued to the Shareholders such that immediately following the Closing the Shareholders will own approximately 82.1 % of the issued and outstanding PhoneBrasil Common Stock on an as converted basis. The number of shares and the names of each Shareholder are reflected on Schedule 1.01 attached hereto. The second tranche representing the additional 12.1% of the outstanding PhoneBrasil Common Stock on an as converted basis (the “Second Tranche”) shall be issued to the Shareholders immediately following the consummation of the earlier of (i) a 1 for 100 reverse stock split of the PhoneBrasil Common Stock or (ii) an increase in the number of authorized shares of PhoneBrasil Common Stock to 1,650,000,000 shares. The 9,000,000 Shares of PhoneBrasil Preferred Stock will be represented by stock certificates of PhoneBrasil Preferred Stock which shall be issued to the Shareholders or their designees at the Closing. Pursuant to Section 9.02 below, if the Shareholders have not received the Second Tranche within six months following the Closing Date, the Shareholders shall receive additional shares of PhoneBrasil Preferred Stock in amounts as reflected on Schedule 1.01 so that they will own 94.2% of outstanding PhoneBrasil Common Stock on an as converted basis assuming no additional shares of PhoneBrasil Common Stock or Common Stock equivalents are issued and no Shareholder sells or otherwise transfers any shares. The shares of Preferred Stock, Series A or Common Stock to be issued to the Shareholders is reflected on Schedule 1.01. The Company expects that it shall file an Amended and Restated Certificate of Incorporation with the New Jersey Secretary of State on or after August 27, 2021 and immediately thereafter file a Certificate of Designation to create 3,094,504 shares of Series A Convertible Preferred Stock (the “Series A”). At such time as the Series A is authorized, the Shareholders and DR shall exchange their Preferred Stock for Series A as reflected on Schedule 1.01. Th...
Exchange by the Shareholders. Upon the execution of this Agreement, the Parties agree to effect the following transactions as soon as practicable (the “Transactions”):
Exchange by the Shareholders. At the Closing (as defined in Section l.02), the Shareholders shall sell, transfer, convey, assign and deliver to the Parent all of the Company Shares free and clear of all Liens in exchange for the Parent Shares and cash payments (unless modified by the Parties) as follows: (a) $500,000 paid immediately upon Closing; (b) $500,000 on or before July 31, 2014; and (c) $500,000 on or before August 30, 2014.
Exchange by the Shareholders. At the Closing (as defined in Section 1.02), the Shareholders shall sell, transfer, convey, assign and deliver to the Parent all of the Company Shares free and clear of all liens, security interests, pledges, equities and claims of any kind, voting trusts, shareholder agreements and other encumbrances (collectively, “liens”) in exchange for an aggregate of 3,600,000,000 shares of Parent Stock, in the amounts for each Shareholder set forth on Schedule 1.01, which shall detail for each Shareholder the number of shares of Company stock owned by it . Of the 3,600,000,000 shares of Parent Stock, 150,000,000 shares shall be issued at Closing, and the balance shall be delivered at the time of the effectiveness of the 1:400 reverse split of its issued shares. All share numbers herein are pre – 1:400 reverse split.
Exchange by the Shareholders. At the Closing (as defined in Section 1.2), the Shareholders shall sell, transfer, convey, assign and deliver to the Parent all of the BDC Shares free and clear of all Liens in exchange for an aggregate of twenty-five million (25,000,000) newly issued Parent Shares.
