Exchange of Company Common Shares. (a) At the Effective Time, Parent shall provide or shall cause to be provided to the transfer agent for the Company Common Shares or another nationally recognized financial institution designated by Parent and reasonably acceptable to the Company (the “Paying Agent”) all of the cash necessary to pay the aggregate Merger Consideration to be paid pursuant to Section 2.1 (such cash provided to the Paying Agent, being hereinafter referred to as the “Payment Fund”). The Paying Agent shall promptly deliver the cash contemplated to be paid pursuant to Section 2.1 out of the Payment Fund to each holder of Company Common Shares who has surrendered its certificates in respect of the Company Common Shares, if applicable, and delivered a properly completed and duly executed Letter of Transmittal, if applicable; provided that no such delivery shall be required in respect of a holder of Company Common Shares until at least the third (3rd) Business Day following surrender of such certificates and delivery of such Letter of Transmittal by such a holder, in each case, if required pursuant to Section 2.2. The Payment Fund shall not be used for any other purpose. In the event the Payment Fund shall be insufficient to pay the portion of the Merger Consideration that remains payable (including as a result of any losses resulting from the investments contemplated in Section 2.2(g)), Parent shall promptly deposit, or cause to be deposited, additional funds with the Paying Agent in an amount that is equal to the deficiency.
(b) Parent shall instruct the Paying Agent to mail, as soon as reasonably practicable after the Effective Time, to each holder of record of a Certificate whose Company Common Shares were converted into the right to receive the Merger Consideration pursuant to Section 2.1(c), (i) a letter of transmittal, which shall specify that delivery shall be effected, and risk of loss and title to any Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as Parent may reasonably specify (the “Letter of Transmittal”) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration and matters relating thereto. Upon surrender of a Certificate to the Paying Agent, together with the Letter of Transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required b...
Exchange of Company Common Shares. The Company agrees that, in exchange for WESTMŸN entering into the cloud mining lease, which includes the right for the Company to sub-lease mining equipment to the Company’s affiliates, the Company will issue 40,000,000 (forty million) restricted common shares in the Company to WESTMŸN.
Exchange of Company Common Shares. (a) At or prior to the Effective Time, Buyer shall make available for exchange or conversion, by transferring to Xxxx Xxxxxxx, Esq., or such other person as Buyer may appoint to act as exchange agent (the "Exchange Agent"), for the benefit of the holders of Company Common Shares, such number of Buyer's Common Shares as shall be issuable in connection with the Merger. At the Effective Time each Company Common Share shall be exchanged for such number of Buyer's Common Shares as shall be issuable in connection with the Merger pursuant to Section 2.3(a).
(b) In the event any certificates evidencing Company Common Shares shall have been lost, stolen or destroyed, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed certificate, upon the making of an affidavit of that fact by the holder thereof, such Buyer's Common Shares as may be required pursuant hereto; provided, however that Buyer may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate to agree to indemnify (without posting any bond therefor) Buyer, the Company, the Exchange Agent or any other party against any claim that may be made against Buyer, the Company, the Exchange Agent or any other party with respect to the certificate alleged to have been lost, stolen or destroyed.
Exchange of Company Common Shares. The fraction of a --------------------------------- Parent Common Share referred to in Section 1.3(c) above shall be calculated by dividing (rounded upwards, if necessary, to the nearest five decimal places) (i) the Number of Issuable Shares of Parent Common Shares (as defined below) by (ii) the "Fully Diluted Number of Shares of the Company" (as adjusted pursuant to Section 2.3, the "Exchange Ratio"). Subject to any reduction pursuant to Section 2.3(a) and 2.3(b) below, the "Number of Issuable Shares of Parent Common Shares" is 2,298,777 shares. The "Fully Diluted Number of Shares of the Company" means the number of Company Common Shares issued and outstanding immediately prior to the Effective Time after taking into account the exercise of any outstanding options and warrants or other rights. For greater certainty, the Fully Diluted Number of Shares of the Company shall exclude any Company Common Shares issuable upon the exercise of any Warrants (as defined below) which, pursuant hereto, the Plan of Arrangement or the terms of such Warrants, are redeemed or terminated by the Company prior to the Effective Date or are assumed by the Parent at the Effective Time in accordance with and subject to the terms of section 2.2 of this Agreement, provided that such Warrants have not been exercised on or prior to the Effective Date.
Exchange of Company Common Shares. SECTION 2.2 Treatment of Stock Options; Warrants .................................................. 4 SECTION 2.3 Adjustments to Exchange Ratio ......................................................... 5
Exchange of Company Common Shares. The Company agrees that, in exchange for the contribution to the Company of the HXXX Contributed Assets, the Company will issue common shares in the Company to HXXX equivalent to USD $50,000, upon successful transfer and contribution of both the HXXX Travel Product, if applicable, and the HXXX Member Database.
i. The Parties further agree that the number of Company common shares shall be determined by dividing USD $50,000 by the closing price of the Company common stock on the date of the successful transfer of the HXXX Contributed Assets.
Exchange of Company Common Shares. The Company agrees that, in exchange for PRIAM facilitating the Company’s entering into the exclusive license agreement with Binnacle for the Ryze software, which includes all final implementation of the Ryze software for the Company and its affiliates, the Company will issue 25,000,000 (twenty-five million) restricted common shares in the Company to PRIAM.
Exchange of Company Common Shares. Prior to the Effective Time, the Company shall (i) designate 300,000 Preferred Shares of the Company as the Series A Shares having rights, preferences and designations set forth on SCHEDULE 6.1(C) and (ii) take all such actions as may be necessary to exchange each Company Common Share held by the Persons listed on SCHEDULE A that is set forth opposite their respective names in SCHEDULE A (as such schedule may be amended by the mutual consent of Sub and the Company (such consent not to be unreasonably withheld by Sub or the Company) from time to time prior to the Effective Time; it being understood that it is contemplated that additional employees of the Company and its Subsidiaries may be added to such schedule and the number of Preferred Shares set forth opposite the name of any Person set forth on such schedule may be modified as agreed with such Person), for one Series A Share and complete such exchange, in each case, pursuant to documentation reasonably acceptable in form and substance to Sub, which documentation shall provide, in any event, for adoption of this Agreement by each such Person to the extent required by, and in accordance with, the OCL.
Exchange of Company Common Shares. (a) At the Effective Time, upon surrender of certificates properly endorsed for transfer representing the Company Common Shares, Buyer shall make available for exchange the number of Buyer's Common Shares issuable in connection with the Merger. At the Effective Time, each Company Common Share shall be exchanged for such number of Buyer's Common Shares as shall be issuable in connection with the Merger pursuant to Section 1.3(a).
(b) In the event any certificates evidencing Company Common Shares shall have been lost, stolen or destroyed, Buyer shall issue in exchange for such lost, stolen or destroyed certificate, upon the making of an affidavit of that fact by the holder thereof, such Buyer's Common Shares as may be required pursuant hereto; provided, however that Buyer may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate to agree to indemnify (without posting any bond therefor) Buyer, the Company or any other party against any claim that may be made against Buyer, the Company or such other party with respect to the certificate alleged to have been lost, stolen or destroyed.
Exchange of Company Common Shares. The Company agrees that, in exchange for WESTMŸN entering into the crypto mining agreement, which includes the right for the Company to re-sell mining equipment to the Company’s affiliates, the Company will issue 40,000,000 (forty million) restricted common shares in the Company to WESTMŸN.
