Exchange of Capital Stock. At the Effective Time, each share of common stock, $0.001 par value per share, of the Subsidiary that is issued and outstanding immediately prior to the Effective Time shall not be converted or exchanged in any manner into shares of the Surviving Corporation and shall be cancelled. Each issued and outstanding share of common stock, par value $0.001 per share of the Parent (the “Parent Common Stock”), shall not be converted or exchanged in any manner, but as of the Effective Time shall represent one share of common stock of the Surviving Corporation.
Exchange of Capital Stock. As of the Effective Time, by virtue of the Merger and without any further action on the part of the Constituent Corporations or the holders of any shares of capital stock of the Constituent Corporations:
Exchange of Capital Stock. 3.3.1 Immediately following the acquisition of the Holdings Securities by Purchaser, at the Closing, the Company shall acquire from Purchaser all of the Purchaser Securities and Holdings Securities in exchange for one million (1,000,000) shares of Series C Preferred, which shall thereupon be fully paid and non-assessable.
Exchange of Capital Stock. 6 3.4 No Further Ownership Rights in Purchaser Securities ............... 6 3.5
Exchange of Capital Stock. The number of shares of Alon Energy Common Stock to be issued in respect of each share of Company Capital Stock being exchanged will be equal to 187.06.
Exchange of Capital Stock. At the Effective Time, all of the 200 issued and outstanding shares of common stock, no par value per share, of Parent shall automatically, and without any actions of any parties or shareholders, be converted into 1,000,000 shares of common stock, $0.0001 par value per share (the “Common Stock”) of the Surviving Corporation, and each shareholder of Parent that immediately prior to the Effective Date held 100 issued and outstanding shares of common stock, no par value, of Parent, shall automatically receive 500,000 shares of Common Stock of the Surviving Corporation. One outstanding share of Common Stock of the Surviving Corporation issued to Parent prior to the Effective Time shall be automatically canceled and returned to treasury of the Surviving Corporation without any consideration.
Exchange of Capital Stock. (a) At the Effective Time, each issued and outstanding share of common stock, $0.001 par value per share of Parent (the “Geospace Delaware Shares”) shall, by virtue of the Merger and without any action on the part of the holder thereof be converted into one fully paid and non-assessable common share, par value $0.001 per share of the Surviving Corporation (the “Geospace Texas Shares”).
Exchange of Capital Stock. 2 2.2 Procedures for Payment of Exchange Consideration.........................5
Exchange of Capital Stock. At the Closing, the Shareholders of SFF shall exchange all of the existing shares of SFF Common Stock issued and outstanding as of the Closing for,
Exchange of Capital Stock. At the Closing, the sole shareholder of LENDINGTECH, Michael Petrullo shall exchange xxx xx xxx xhares of LENDINGTECH Common Stock issued and outstanding as of the Closing for, Two Hundred Thousand Dollars ($200,000.00) by means of two (2) 15% Promissory Notes, made payable to and in the amounts listed in Section 1.01 (a) (i) (a) and (b), which shall be collateralized by 2,000,000 restricted shares of Silverado. Silverado can redeem this Promissory Note anytime without penalty by paying the unpaid principal and accrued interest as of such prepayment date. Payments will be made monthly and be fully amortized Conversion of Securities; Exchange of Certificates - continued at 15% interest per annum over a term of 20 months, according to the schedule in attached Schedule A. In the event of any default in payment which is not cured within 30 days after receipt of written Notice, Silverado will agree to release an appropriate number of shares from the escrow account representing the dollar amount of interest and principal which is past due. Any such release of such collateral shall be in lieu of the principal and interest that was past due. Default is defined as non-payment of the prescribed monthly payments, not cured within 30 days of Silverado's receipt of the written Notice of Default, which shall be delivered upon Silverado being greater than 7 days late in any payment. One Hundred Eighty Thousand and no/100th Dollars ($180,000.00) Promissory note payable to Michael Petrullo (seller). Txxxxx Xxxxxxxx xnd no/100th Dollars ($20,000.00) Promissory note payable to Michael Bernstein. One Hundrxx Xxxxx-Xxxx Xhousand Dollars ($144,000.00) by means of an 8% Promissory Note payable to the Seller, Michael Petrullo, which shall be xxxxxxxxxxxzed by the same 2,000,000 restricted shares of Silverado as set forth in (i) above. Silverado can redeem this Promissory Note anytime without penalty by paying the unpaid principal and accrued interest as of such prepayment date. This Promissory Note will pay quarterly non-amortizing interest of 8% per annum, due in full 3 years from the first interest payment to Seller. Payments will begin on the nearest upcoming quarterly payment date after the Closing, as per the following schedule with no pro-rations: 1st Quarter payment date March 26, 2nd Quarter payment date June 25, 3rd Quarter payment date September 25 and 4th Quarter payment date December 31. In the event of any default, which is not cured within 30 days after the receipt ...
