Exchange of Buyer Shares Sample Clauses

Exchange of Buyer Shares. Each Seller, by its execution hereof, hereby agrees that, unless the shares of Parent Common Stock into which the Buyer Shares held by such Seller are exchangeable are registered pursuant to Section 6.9, during the Hold Period he or it shall not exchange any Buyer Share for a share of Parent Common Stock. Parent and the Sellers hereby agree that, notwithstanding the provisions of any agreement or document relating to or governing the Exchangeable Shares, Parent shall cause the Parent Common Stock into which the Buyer Shares shall be exchangeable upon the expiration of the Hold Period to be registered under the Securities Act and listed on NASDAQ upon the expiration of the Hold Period.
Sample 1
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Exchange of Buyer Shares. (a) In the event Buyer does not exercise the Option, Buyer agrees to transfer and convey ownership to CCC of 190 shares of Common Stock; in exchange and consideration therefor, CCC agrees to transfer and convey ownership to CCC of the Franchise Program, including but not limited to all contractual commitments, franchise agreements, marketing materials and good will associated therewith (collectively, the "Franchise Assets") (the "Exchange Transaction"). (b) The Exchange Transaction will take place at the offices of Xxxxxxx Xxxx & Xxxxxxxxx, 000 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000, on the third (3rd) business day following the Option Termination Date (the "Exchange Date"). On the Exchange Date, (i) Buyer agrees to deliver to CCC certificates representing 190 shares of Common Stock owned by it duly endorsed for transfer to CCC and (ii) CCC agrees to transfer, convey and deliver the Franchise Assets to Buyer by assignments and other instruments of transfer and conveyance satisfactory in form and substance to counsel for Buyer."
Sample 1
Exchange of Buyer Shares. Buyer shall exchange and deliver to the Shareholders a total of 39,817,500 restricted shares of the common stock of Buyer in accordance with the allocation set forth in the attached Schedule “A.”
Sample 1
Exchange of Buyer Shares. PBDH shall exchange and deliver to the PBDI and the Shareholders a total of 200,000 restricted shares of the common stock of PBDH.
Sample 1
Exchange of Buyer Shares. It is intended that after the effect of the transactions described herein which Buyer intends to enter into with the Company's shareholders (collectively with Seller, the "Group"), the Group will, in the aggregate, own 83% of the equity interest of Buyer and the current shareholders of Buyer will own the remaining 17% of the equity interest of Buyer; provided that such capital structure is subject to dilution by reason of the issuance of warrants to purchase 551,765 shares of registered common stock at $3.50 per share. The total capital stock issued and outstanding of Buyer would be approximately 10,800,000 shares and warrants to purchase an additional 551,765 capital shares after all the Company shares are exchanged.
Sample 1

Related to Exchange of Buyer Shares

  • Buyer Shares Each Buyer Share issued and outstanding at and as of the Effective Time will remain issued and outstanding.

  • Parent Shares All outstanding Parent Shares, and all Parent Shares, which may be issued pursuant to this Agreement shall when issued in accordance with this Agreement be, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

  • Exchange Shares The Exchange Shares have been duly and validly authorized by all necessary action, and, when issued and delivered pursuant to this Agreement, such Exchange Shares will be duly and validly issued and fully paid and nonassessable, will not be issued in violation of any preemptive rights, and will not subject the holder thereof to personal liability.

  • Purchase and Sale of Purchased Shares At the Closing and on the terms and subject to the conditions set forth in this Agreement, Sellers shall sell and deliver to Purchaser, and Purchaser shall purchase from Sellers and pay therefor, the Purchased Shares, free and clear of any and all Encumbrances and in suitable form for transfer to Purchaser.

  • Company Shares If the managing underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account or for the account of others in such registration if the managing underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

  • Exchange of Warrants Upon the surrender by the Registered Holder, properly endorsed, to the Company at the principal office of the Company, the Company will, subject to the provisions of Section 4 hereof, issue and deliver to or upon the order of such Holder, at the Company's expense, a new Warrant or Warrants of like tenor, in the name of the Registered Holder or as the Registered Holder (upon payment by the Registered Holder of any applicable transfer taxes) may direct, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock (or other securities, cash and/or property) then issuable upon exercise of this Warrant.

  • Purchase and Sale of Preferred Shares (a) Subject to the terms and the conditions set forth herein, and in reliance upon the representations and warranties of the Company and the First Closing Investors set forth herein or in any certificate or other document delivered pursuant hereto, the Company issued, sold and delivered to each First Closing Investor, free and clear of all Liens (except as set forth in the Registration Rights Agreement and the Shareholders Agreement), and each First Closing Investor purchased at the First Closing, the number of Series A Preferred Shares set opposite such First Closing Investor’s name in the column labeled “Series A Preferred Shares purchased at the First Closing” on Appendix I-A from the Company at a purchase price of $3.7999696 per share. (b) Subject to the terms and the conditions set forth herein, and in reliance upon the representations and warranties of the Company and the Second Closing Investors set forth herein or in any certificate or other document delivered pursuant hereto, the Company shall issue, sell and deliver to each Second Closing Investor, free and clear of all Liens (except as set forth in the Registration Rights Agreement and the Shareholders Agreement), and each Second Closing Investor shall purchase at the Second Closing, the number of Series B Units set opposite such Second Closing Investor’s name in the column labeled “Series B Units to be purchased at the Second Closing” on Appendix I-B from the Company at a purchase price of $3.00 per Series B Unit, subject to the limitation set forth in Section 2.5 with respect to the Debenture Holder Investors. The Series B Preferred Shares shall accrue dividends from the date of issuance.

  • Conversion of Company Shares As of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any Company Share or Acquiror Share, each Company Share issued and outstanding immediately prior to the Effective Time (other than (a) shares to be cancelled in accordance with Section 3.2 and (b) Dissenting Shares) shall be converted into the right to receive in cash from Acquiror, without interest, an amount equal to $16.00 (the "Merger Consideration").

  • Conversion of Company Securities At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities: (a) Each share of common stock, par value $0.001 per share, of the Company (“Company Common Stock”) and of each series of preferred stock, par value $0.001 per share, of the Company (“Company Preferred Stock” and, together with the Company Common Stock, the “Company Stock”) issued and outstanding immediately prior to the Effective Time (other than any Company Stock owned beneficially by the Parent or the Acquisition Subsidiary and other than Dissenting Shares (as defined below)), shall be converted into and represent the right to receive (subject to the provisions of Section 1.6) such number of shares of Parent Common Stock as is equal to the applicable “Conversion Ratio” specified with respect to such class or series on Schedule 1.5(a) hereto (the “Applicable Conversion Ratio”). An aggregate of 22,700,649 shares of Parent Common Stock (including Indemnification Escrow Shares (as defined below) and Dissenting Shares), subject to adjustment as necessary due to rounding as set forth in Section 1.5(b), shall be issuable to the stockholders of record of the Company immediately prior to the Effective Time (the “Company Stockholders”) in connection with the Merger. The shares of Parent Common Stock into which the shares of Company Common Stock are converted pursuant to this Section shall be referred to herein as the “Merger Shares.” (b) Notwithstanding the foregoing, as of the Closing Date, the Company Stockholders shall be entitled to receive immediately only 98% of the shares of Parent Common Stock into which their shares of Company Stock were converted pursuant to Section 1.5(a) (the “Initial Shares”), pro rata in accordance with their respective holdings of Company Stock immediately prior to the Closing; and the remaining 2% of the shares of Parent Common Stock into which their shares of Company Stock were converted pursuant to Section 1.5(a), rounded up or down to the nearest whole number (with 0.5 shares rounded upward to the nearest whole number) (the “Indemnification Escrow Shares”), shall be deposited in escrow pursuant to the Indemnification Escrow Agreement and shall be held and released in accordance with the terms of the Indemnification Escrow Agreement. (c) The Parent shall deliver certificates for the Initial Shares to each Company Stockholder entitled thereto who shall have presented a certificate that immediately prior to the Effective Time represented Company Stock to be converted into Merger Shares pursuant to this Section 1.5 (the “Company Stock Certificates”) to the Parent or the Surviving Corporation or the Parent’s transfer agent. (d) Each issued and outstanding share of common stock, par value $.001 per share, of the Acquisition Subsidiary shall be converted into one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

  • Stock Consideration 3 subsidiary...................................................................53

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