Common use of Exchange of Company Common Stock Clause in Contracts

Exchange of Company Common Stock. (a) At the Closing, the Company will arrange for each holder of record (a "SHAREHOLDER") of a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock ("COMPANY CERTIFICATES") to deliver to Parent such holder's Company Certificates, together with appropriate stock powers signed by such holders, in exchange for the number of whole shares of Parent Common Stock into which such shares have been converted as provided in Section 1.4(a) and the Company Certificate(s) so surrendered will be canceled. (b) All shares of Parent Common Stock issued upon the surrender or exchange of Company Common Stock in accordance with the terms hereof (including any cash paid for fractional shares pursuant to Section 1.5(d) hereof) will be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Common Stock. (c) As of the Effective Time, the holders of Company Certificates representing shares of Company Common Stock will cease to have any rights as shareholders of the Company, except such rights, if any, as they may have pursuant to the CGCL. Except as provided above, until such Company Certificates are surrendered for exchange, each such Company Certificate will, after the Effective Time, represent for all purposes only the right to receive the number of whole shares of Parent Common Stock into which the shares of Company Common Stock have been converted pursuant to the Merger as provided in Section 1.4(a) hereof and the right to receive the cash value of any fraction of a share of Parent Common Stock as provided in Section 1.5(d) hereof. (d) No fractional shares of Parent Common Stock will be issued upon the surrender for exchange of Company Certificates, no dividend or other distribution of Parent will relate to any fractional share, and such fractional share interests will not entitle the owner thereof to vote or to any rights of a shareholder of Parent. All fractional shares of Parent Common Stock to which a holder of Company Common Stock immediately prior to the Effective Time would otherwise be entitled, at the Effective Time, will be aggregated if and to the extent multiple Company Certificates of such holder are submitted together to Parent. If a fractional share results from such aggregation, then such fractional share will be rounded up to the nearest whole share and each holder of shares of Company Common Stock who otherwise would be entitled to receive such fractional share of Parent Common Stock will receive one whole share in lieu of such fractional share.

Exchange of Company Common Stock. (a) At Excluding only Company shareholders (“Company Shareholders”) who have not voted in favor of the Merger and who perfect dissenters’ rights of appraisal under Section 16-10a-1301, et. seq. of the Utah Act or fail to execute and deliver Exhibit 5.4(c) hereto in the time allowed herein or therein (“Dissenters” Rights), at the Closing, the Company will arrange for each holder cause the delivery of record (a "SHAREHOLDER") of a certificate or certificates that all Company Majority Shareholders’ and Company Shareholders’ Company Common Stock outstanding immediately prior to the Effective Time represented outstanding shares of Company Common Stock ("COMPANY CERTIFICATES") to deliver Time, to Parent such holder's (“Majority Shareholders’ and Company Shareholders’ Company Certificates”), together with appropriate stock powers assignments signed by such holders, in exchange for the number of whole shares of Parent Common Stock into which such shares interests have been converted as provided in Section 1.4(a) ), and the Majority Shareholders’ and Company Certificate(s) Shareholders’ Company Certificates so surrendered will be canceled. The remainder of Company Common Stock outstanding will be exchanged for Parent Common Stock in accordance with Section 1.4(a) on delivery by non-dissenting holders of Company Shareholders’ Company Common Stock certificates (“Company Certificates”) and an executed copy of Exhibit 5.4(c) to Parent, within thirty (30) days of Parent’s Dissenters’ Rights notice under the Utah Act (“Dissenters’ Notice”), unless such other Company Shareholders elect or are deemed to have elected to exercise Dissenters’ Rights. (b) All shares of Parent Common Stock issued upon the surrender or for exchange of shares of Company Common Stock in accordance with the terms hereof (including any cash paid for fractional shares pursuant to Section 1.5(d) hereof) will be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Common Stock. (c) As of the Effective Time, the holders of Company Certificates representing shares of Company Common Stock will cease to have any rights as shareholders of the CompanyCompany Shareholders, except such rights, if any, as they may have pursuant to the CGCLUtah Act. Except as provided above, until such Company Certificates are surrendered for exchange, each such Company Certificate will, after the Effective Time, represent for all purposes only the right to receive certificates representing the number of whole shares of Parent Common Stock into which the shares of Company Common Stock shall have been converted pursuant to the Merger as provided in Section 1.4(a) hereof and the right to receive the cash value of any fraction of a share of Parent Common Stock as provided in Section 1.5(d) hereof). (d) No fractional shares of Parent Common Stock will be issued upon the surrender for exchange of Company Certificates, ; no dividend or other distribution of Parent will relate to any fractional share, ; and such fractional share interests will not entitle the owner holder thereof to vote or to any rights of a shareholder of Parent. All fractional shares of Parent Common Stock to which a holder of Company Common Stock immediately prior to the Effective Time would otherwise be entitled, at the Effective Time, will be aggregated if and to the extent multiple Company Certificates of such holder are submitted together to Parent. If a fractional share results from such aggregation, then such fractional share will be rounded up to the nearest whole share and each holder of shares of Company Common Stock interests who otherwise would be entitled to receive such fractional share of Parent Common Stock will receive one whole share in lieu of such fractional share, as applicable.

Exchange of Company Common Stock. (a) At the Closing, the Company will arrange for each holder of record (a "SHAREHOLDER") of a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock ("COMPANY CERTIFICATES") to deliver to the Parent such holder's Company Certificates, together with appropriate stock powers signed by such holders, in exchange for the number of whole shares of Parent Common Stock into which such shares have been converted as provided in Section 1.4(a) other than the portion attributable to the Retained Consideration, and the Company Certificate(s) so surrendered will be canceled. (b) After the expiration of the Escrow Period, each holder of record of Company Certificates surrendered pursuant to Section 1.7(a) will be entitled to receive, in addition to the Merger Consideration received pursuant to Section 1.7(a), the proportion of the Retained Consideration to which they otherwise would have been entitled pursuant to Section 1.7(a), less any portion used to offset any indemnification claims of the Parent. (c) All shares of Parent Common Stock issued upon the surrender or for exchange of Company Common Stock in accordance with the terms hereof (including any cash paid for fractional shares pursuant to Section 1.5(d1.7(e) hereof) will be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Common Stock. (cd) As of the Effective Time, the holders of Company Certificates representing shares of Company Common Stock will cease to have any rights as shareholders of the Company, except such rights, if any, as they may have pursuant to the CGCLMBCA. Except as provided above, until such Company Certificates are surrendered for exchange, each such Company Certificate will, after the Effective Time, represent for all purposes only the right to receive the number of whole shares of Parent Common Stock into which the shares of Company Common Stock have been converted pursuant to the Merger as provided in Section 1.4(a) hereof (subject to the Parent's right of set-off against the Retained Consideration) and the right to receive the cash value of any fraction of a share of Parent Common Stock as provided in Section 1.5(d1.6(d) hereof. (de) No fractional shares of Parent Common Stock will be issued upon the surrender for exchange of Company Certificates, no dividend or other distribution of Parent will relate to any fractional share, and such fractional share interests will not entitle the owner thereof to vote or to any rights of a shareholder of Parent. All fractional shares of Parent Common Stock to which a holder of Company Common Stock immediately prior to the Effective Time would otherwise be entitled, at the Effective Time, will be aggregated if and to the extent multiple Company Certificates of such holder are submitted together to Parent. If a fractional share results from such aggregation, then (in lieu of such fractional share share) Parent will be rounded up pay to the nearest whole share and each holder of shares of Company Common Stock who otherwise would be entitled to receive such fractional share of Parent Common Stock will receive one whole share in lieu an amount of cash (without interest) equal to the value of such fractional sharefraction of a share based on the Exchange Ratio.

Exchange of Company Common Stock. (a) At the Closing, the Company will arrange for each holder of record (a "SHAREHOLDERCompany Shareholder") of a certificate or certificates that Company Common Stock outstanding immediately prior to the Effective Time represented outstanding shares to deliver to the Parent appropriate evidence of such holder's Company Common Stock ("COMPANY CERTIFICATES") to deliver to Parent such holder's Company Certificates"), together with an appropriate stock powers assignment signed by such holders, in exchange for the number of whole shares of Parent Common Stock into which such shares interests have been converted as provided in Section 1.4(a) ), and the Company Certificate(s) so surrendered will be canceled. (b) All shares of Parent Common Stock issued upon the surrender or for exchange of shares of Company Common Stock in accordance with the terms hereof (including any cash paid for fractional shares pursuant to Section 1.5(d) hereof) will be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Common Stock. (c) As of the Effective Time, the holders of Company Certificates representing shares of Company Common Stock will cease to have any rights as shareholders of the CompanyCompany Shareholders, except such rights, if any, as they may have pursuant to the CGCLCalifornia Code. Except as provided above, until such Company Certificates are surrendered for exchange, each such Company Certificate will, after the Effective Time, represent for all purposes only the right to receive certificates representing the number of whole shares of Parent Common Stock into which the shares of Company Common Stock shall have been converted pursuant to the Merger as provided in Section 1.4(a) hereof and the right to receive the cash value of any fraction of a share of Parent Common Stock as provided in Section 1.5(d) hereof). (d) No fractional shares of Parent Common Stock will be issued upon the surrender for exchange of Company Certificates. (e) Immediately prior to Closing, Parent will have outstanding no dividend more than 27,180,002 shares, plus or other distribution minus 10%, of Parent will relate to any fractional share, and such fractional share interests will not entitle Common Stock outstanding (assuming the owner thereof to vote or to any rights sale of a shareholder of Parent. All fractional 1,000,000 shares of Parent Common Stock at $1.00 per each share and 50,000 shares paid to which a holder broker agent). Immediately after the Closing, there will be 30,180,002 shares, plus or minus 10%, of Company the Parent Common Stock immediately prior to issued and outstanding, not including any shares issued in connection with the Effective Time would otherwise be entitled, at Company's convertible securities (assuming the Effective Time, will be aggregated if and to the extent multiple Company Certificates sale of such holder are submitted together to Parent. If a fractional share results from such aggregation, then such fractional share will be rounded up to the nearest whole share and each holder of 1,000,000 shares of Company Common Stock who otherwise would be entitled to receive such fractional share of Parent Common Stock will receive one whole at $1.00 per each share in lieu of such fractional shareand 50,000 shares paid to a broker agent).

Exchange of Company Common Stock. (a) At Excluding only Company shareholders (“Company Shareholders”) who have not voted in favor of the Merger and who perfect dissenters’ rights of appraisal under Section 16-10a-1301, et. seq. of the Utah Act or fail to execute and deliver Exhibit 5.4(c) hereto in the time allowed herein or therein (“Dissenters’ Rights”), at the Closing, the Company will arrange for each holder cause the delivery of record (a "SHAREHOLDER") of a certificate or all Company Majority Shareholders’ Company Common Stock certificates that outstanding immediately prior to the Effective Time represented outstanding shares of Company Common Stock ("COMPANY CERTIFICATES") to deliver Time, to Parent such holder's (“Company Majority Shareholders’ Company Certificates”), together with appropriate stock powers assignments signed by such holders, in exchange for the number of whole shares of Parent Common Stock into which such shares interests have been converted as provided in Section 1.4(a), and Company Majority Shareholders’ Company Certificates so surrendered shall be canceled. The remainder of Company Common Stock outstanding will be exchanged for Parent Common Stock in accordance with Section 1.4(a) on delivery by non-dissenting holders of Company Shareholders’ Company Common Stock certificates (“Company Shareholders’ Certificates”) and the Company Certificate(sa duly executed copy of Exhibit 5.4(c) so surrendered will be canceledto Parent. (b) All shares of Parent Common Stock issued upon the surrender or for exchange of shares of Company Common Stock in accordance with the terms hereof (including any cash paid for fractional shares pursuant to Section 1.5(d) hereof) will be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Common Stock. (c) As of the Effective Time, the holders of Company Certificates representing shares of Company Common Stock will cease to have any rights as shareholders of the CompanyCompany Shareholders, except such rights, if any, as they may have pursuant to the CGCLUtah Act regarding Dissenters’ Rights. Except as provided aboveabove in Section 1.5, until such Company Certificates are surrendered for exchange, each such Company Certificate willshall, after the Effective Time, represent for all purposes only the right to receive certificates representing the number of whole shares of Parent Common Stock into which the shares of Company Common Stock shall have been converted pursuant to the Merger as provided in Section 1.4(a) hereof and the right to receive the cash value of any fraction of a share of Parent Common Stock as provided in Section 1.5(d) hereof). (d) No fractional shares of Parent Common Stock will be issued upon the surrender for exchange of Company Certificates, ; no dividend or other distribution of Parent will relate to any fractional share, ; and any such fractional share interests will not entitle the owner holder thereof to vote or to any rights of a shareholder of Parent. All fractional shares of Parent Common Stock to which a holder of Company Common Stock immediately prior to the Effective Time would otherwise be entitled, at the Effective Time, will be aggregated if and to the extent multiple Company Certificates of such holder are submitted together to Parent. If a fractional share results from such aggregation, then such fractional share will be rounded up to the nearest whole share and each holder of shares of Company Common Stock interests who otherwise would be entitled to receive such fractional share of Parent Common Stock will receive one whole share in lieu of such fractional share, as applicable.