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”). (b) Each option, warrant, right (other than the Series A-4 Warrants) and security exercisable or convertible by its terms into Company Shares (including convertible promissory notes), whether vested or unvested, which is outstanding immediately prior to the Closing (each, a “Company Option”) set forth on Schedule 1.01(b) shall be exchanged by the Parent upon surrender, and shall be converted into a right to acquire Post-Closing Parent Securities in accordance with this Section 1.01(b) (“Parent Option”) evidenced by the form of new Parent Option annexed hereto as Exhibit 1.01(b). Each Company Option so converted shall continue to have, and be subject to, the same terms and conditions as set forth in each Company Option immediately prior to the Closing, except that, as of the Closing, (i) each Company Option shall be exercisable or convertible (or shall become exercisable or convertible in accordance with its terms) for that number of whole shares of Post-Closing Parent Securities equal to the product of the number of shares that were issuable upon exercise or conversion of such Company Option immediately prior to the Closing multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Post-Closing Parent Securities, and (ii) the per share exercise or conversion price for the Post-Closing Parent Securities issuable upon exercise or conversion of such Company Option so converted shall be equal to the quotient determined by dividing the exercise or conversion price per share of Company Shares at which such Company Option was exercisable or convertible immediately prior to the Closing by the Exchange Ratio, rounded up to the nearest whole cent. (c) All Series A-4 Warrants of the Company, each warrant exercisable for for one share of common stock of the Company at an exercise price of $67.10 (“Series A-4 Warrants”) as set forth on Schedule 1.01(c), shall be exchanged and surrendered to the Parent and shall be converted into a number of Class A Private Placement Warrants equal to the product of Series A-4 Warrants outstanding immediately prior to Closing multiplied by the Exchange Ratio, rounded down to the nearest whole number of Class A Private Placement Warrants. The form of such Class A Private Placement Warrant is annexed hereto as Exhibit 1.01(c).
Appears in 2 contracts
Samples: Share Exchange Agreement (Novint Technologies Inc), Share Exchange Agreement (Novint Technologies Inc)
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 StockShares, with each Company Common Share being exchanged for 1,048,585,364 shares of at least 6.67 Parent Series A Preferred Stock Shares (the “Exchange Ratio”), with the final Exchange Ratio to be agreed upon by the Company and the Parent at the time of Closing.
(b) Each option, warrant, right (other than the Series A-4 Warrants) warrant and security exercisable or convertible by its terms into Company Shares (including convertible promissory notesnotes other then the Convertible Debentures (as defined and addressed below in Section 1.01(c)), whether vested or unvested, which is outstanding immediately prior to the Closing (each, a “Company Option”) set forth on Schedule 1.01(b) ), shall be exchanged assumed by the Parent upon surrender, and shall be converted into a right to acquire Post-Closing Parent Securities Stock in accordance with this Section 1.01(b) (“Parent Option”) evidenced by the form of new Parent Option annexed hereto as Exhibit 1.01(b). Each Company Option so converted shall continue to have, and be subject to, the same terms and conditions as set forth in each Company Option immediately prior to the Closing, except that, as of the Closing, (i) each Company Option shall be exercisable or convertible (or shall become exercisable or convertible in accordance with its terms) for that number of whole shares of Post-Closing Parent Securities Stock equal to the product of the number of shares that were issuable upon exercise or conversion of such Company Option immediately prior to the Closing multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Post-Closing Parent Securities, Stock and (ii) the per share exercise or conversion price for the Post-Closing shares of Parent Securities Stock issuable upon exercise or conversion of such Company Option so converted shall be equal to the quotient determined by dividing the exercise or conversion price per share of Company Shares at which such Company Option was exercisable or convertible immediately prior to the Closing by the Exchange Ratio, rounded up to the nearest whole cent.
(c) All Series A-4 Warrants Each Convertible Debenture shall be assumed by the Parent and each Convertible Debenture (including unpaid interest accrued thereon through the Closing Date (as defined in Section 1.02)) shall automatically convert into shares of Parent Stock at the Company, each warrant exercisable for for one share of common stock of the Company at an exercise conversion price of $67.10 1.50 per share. For purposes of this Agreement, the “Convertible Debentures” shall collectively mean (“Series A-4 Warrants”i) as set forth on Schedule 1.01(c), shall be exchanged and surrendered to the Parent and shall be converted into a number of Class A Private Placement Warrants equal to the product of Series A-4 Warrants outstanding immediately prior to Closing multiplied that certain convertible debenture issued by the Exchange RatioCompany on July 20, rounded down 2010 to Arvest Privatbank AG in the nearest whole number original principal amount of Class A Private Placement Warrants. The form $250,000; (ii) that certain convertible debenture issued by the Company on July 20, 2010 to Genesis Asset Opportunity Fund, L.P. in the original principal amount of such Class A Private Placement Warrant is annexed hereto as Exhibit 1.01(c)$1,250,000; and (iii) that certain convertible debenture issued by the Company on July 20, 2010 to Harborview Master Fund, L.P. in the original principal amount of $80,000.
Appears in 1 contract
Exchange by the Shareholders. (a) At the ClosingClosing (as defined in Section 1.02), each Shareholder the Shareholders shall sell, transfer, convey, assign and deliver to the Parent its their Company Shares free and clear of all Liens (as defined in Section 2.01below) in exchange for the Parent Stock listed on Exhibit A opposite such Shareholders’ names on the basis of 7.22053066550674 shares of Parent Series A Preferred Stock, with Stock for each Company Share being exchanged for 1,048,585,364 shares of Parent Series A Preferred Stock (the “Exchange Ratio”)Share.
(b) Each option, warrant, right (other than the Series A-4 Warrants) warrant and security exercisable or convertible by its terms into Company Shares (including convertible promissory notes), whether vested or unvested, which is outstanding immediately prior to the Closing or as to which any Person has a right (each, a “Company Stock Option”) set forth on Schedule 1.01(b) ), shall be exchanged assumed by the Parent upon surrender, and shall be converted into a right deemed to constitute an option, warrant or convertible security, as the case may be, to acquire Post-Closing a number of shares of Parent Securities in accordance with this Section 1.01(b) (“Parent Option”) evidenced by the form of new Parent Option annexed hereto as Exhibit 1.01(b). Each Company Option so converted shall continue to have, and be subject to, Stock on the same terms and conditions, including vesting, term, exercise price , acceleration upon a change of control and other provisions as provided by contract, agreement, understanding, resolution or otherwise, provided that:
(i) the option holder’s rights under the Company Stock Option are surrendered and cancelled automatically as of the Closing;
(ii) the Company Stock Options granted to any employee under any “plan” or other program of the Company for employees or others (“Employee Options”) shall be subject to the equivalent benefits available to the employee, and the Company’s plan/program is hereby deemed assumed by the Parent (and terminated by the Company), with such number of shares of Company Stock equal to 15% (12,723,750 shares) of all issued and outstanding Parent Stock being hereby reserved for issuance thereunder, giving effect to the Employee Options, on a fully-diluted basis, following the Closing;
(iii) all Employee Options are hereby assumed by the Parent which Employee Options shall be issued with such terms and subject to such conditions as are set forth in each on Exhibit B annexed hereto;
(iv) all other terms and conditions of such Parent options, warrants and/or convertible securities shall be the same as the Company Option Stock Options that have been converted, as such Company Stock Options existed immediately prior to the Closingdate hereof, with full credit being given for any vesting that has occurred prior to the date hereof and at an exercise price adjusted to take account of the capitalization of the Company and the Parent as set forth on Exhibit B annexed hereto; and
(v) as soon as practicable after the date hereof, the Parent shall deliver to each holder of a Company Stock Option an option, warrant or convertible security, as the case may be, of the Parent, and such option, warrant or convertible security shall not give the holder any additional benefits that the holder did not have under the Company Stock Option, except that, as otherwise is applicable generally to all such holders of the Closing, (i) each Company Option shall be exercisable or convertible (or shall become exercisable or convertible in accordance with its terms) for that number of whole shares of Post-Closing Parent Securities equal to the product of the number of shares that were issuable upon exercise or conversion a similar class of such Company Option immediately prior to the Closing multiplied Stock Options or as specifically set forth herein, or as determined by the Exchange Ratio, rounded down Board of Directors of the Parent. The Parent shall take all necessary corporate action to the nearest whole reserve for issuance a sufficient number of shares of Post-Closing Parent Securities, and (ii) the per share exercise or conversion price Stock for the Post-Closing Parent Securities issuable delivery upon exercise or conversion of such Company Option so converted shall be equal to the quotient determined by dividing the exercise or conversion price per share of Company Shares at which such Company Option was exercisable or convertible immediately prior to the Closing by the Exchange Ratio, rounded up to the nearest whole centexercise.
(c) All Series A-4 Warrants of the Company, each warrant exercisable for for one share of common stock of the Company at an exercise price of $67.10 (“Series A-4 Warrants”) as set forth on Schedule 1.01(c), shall be exchanged and surrendered to the Parent and shall be converted into a number of Class A Private Placement Warrants equal to the product of Series A-4 Warrants outstanding immediately prior to Closing multiplied by the Exchange Ratio, rounded down to the nearest whole number of Class A Private Placement Warrants. The form of such Class A Private Placement Warrant is annexed hereto as Exhibit 1.01(c).
Appears in 1 contract
