Exchange of Equity Interests. Subject to the terms and conditions set forth herein, at the Closing, each Seller shall sell and deliver to Buyer, and Buyer shall purchase from each Seller, the Equity Interests set forth next to such Seller’s name on Exhibit A, free and clear of all Liens, for the consideration specified in Section 1.2.
Exchange of Equity Interests. In consideration for the issuance of a total of 600,000 shares of the Common Stock, par value $.001 per share, of CLMI to Xxxxx and Xxxxxx-Xxxxx, and the other covenants of CLMI in this Agreement, Xxxxx and Xxxxxx-Xxxxx hereby agree to convey to CLMI all of Xxxxx' and Xxxxxx-Xxxxx'x capital stock and right, title and interest in and to Polygonal, effective as of the date first above written.
Exchange of Equity Interests. In consideration for the issuance of a total of 500,000 shares of the Common Stock, par value $.001 per share, of CLMI to Xxxxxxx and the other covenants of CLMI in this Agreement, Xxxxxxx hereby agrees to convey to CLMI all of Xxxxxxx'x capital stock and right, title and interest in and to KidVision, effective as of the date first above written.
Exchange of Equity Interests. In consideration for the issuance of a total of 850,000 shares of the Common Stock, par value $.001 per share, of CLMI to Schklair and the other covenants of CLMI in this Agreement, Schklair hereby agrees to convey to CLMI all of Schklair's capital stock and right, title and interest in and to QA, effective as of the date first above written.
Exchange of Equity Interests. (a) Between thirty (30) and sixty (60) days prior to the anticipated Closing Date, Carbon shall (A) mail or deliver to each holder of record of one or more Oxygen Common Interests as of the Business Day immediately prior to the date of such mailing or delivery that will be vested as of the anticipated Closing Date, (1) a letter of transmittal in a form reasonably satisfactory to Oxygen (which, among other things, shall specify that delivery shall be effected, and risk of loss and title to the Oxygen Common Interests shall pass, only upon proper delivery of the letter of transmittal to the Exchange Agent and include an agreement by such holder to the treatment of the Oxygen Common Interests pursuant to this Agreement and a release of claims against Oxygen and Carbon relating thereto, but shall not provide for any representations or warranties on the part of a Holder of Common Interests other than with respect to title to the Common Interests delivered and due authorization, execution and delivery of the Letter of Transmittal) (the “Letter of Transmittal”), (2) instructions for use in effecting the surrender of the Oxygen Common Interests in exchange for the Per Common Interest Merger Consideration or the Non-Accredited Common Interest Consideration, as applicable, and (3) an Investor Questionnaire and (B) mail or deliver to each holder of an Oxygen Option and each holder of an Oxygen Interest Award as of the Business Day immediately prior to the date of such mailing or delivery, (1) a Holder Acknowledgement (which, among other things, shall include an agreement by such holder to agree to the treatment of the Oxygen Options and Oxygen Interest Awards pursuant to this Agreement and a release of claims against Oxygen and Carbon relating thereto) STRICTLY CONFIDENTIAL EXECUTION and (2) an Investor Questionnaire. As soon as reasonably practicable after the Effective Time, the Exchange Agent or Carbon shall mail or deliver the appropriate documents referred to in the preceding sentence to any Holder who has not previously returned such materials to the Exchange Agent.
(b) Upon the later of (i) the Effective Time and (ii) delivery of a properly completed, duly executed Letter of Transmittal and a properly completed, duly executed Investor Questionnaire, or in the case of the holder of an In-the-Money Oxygen Option, a properly completed, duly executed Holder Acknowledgement and a properly completed, duly executed Investor Questionnaire, (A) the holder of vested Oxy...
Exchange of Equity Interests. Subject to the terms and conditions hereinafter set forth, at the Closing of the transaction contemplated hereby:
(a) Holder shall exchange, convey, transfer, and deliver to GPR certificates representing the Shares;
(b) GPR shall issue to Holder ______ Units pursuant to the terms of GPR’s Operating Agreement, a copy of which is attached hereto as Exhibit A, to which Holder agrees to be bound, in exchange for the Shares;
(c) The certificates representing the Company’s common stock shall be duly endorsed for transfer or accompanied by appropriate stock transfer powers duly executed in blank, in either case with signatures guaranteed in the customary fashion, and shall have all the necessary documentary transfer tax stamps affixed thereto at the expense of Holder; and
(d) The closing of the transactions contemplated by this Agreement (“Closing”), shall take place after all executed documents including the stock certificate(s) duly endorsed for transfer or accompanied by appropriate stock transfer powers and medallion guaranteed signature(s) have been received by the Company’s transfer agent and appropriately issued Units in the name of Holder have been received by Holder.
Exchange of Equity Interests. In consideration for the issuance of a total of 6,000,000 shares of the Common Stock, par value $.001 per share, of CLMI to the ZOI Shareholders, the ZOI Shareholders hereby agree to convey to CLMI all of the ZOI Shareholders' capital stock and right, title and interest in and to ZOI, effective as of the Closing (as hereinafter defined) of this Agreement.
Exchange of Equity Interests. The Administrative Agent shall at all times have the right to exchange uncertificated Equity Interests for certificated Pledged Shares, to the extent permitted under applicable Laws, and, during the continuance of an Event of Default, to exchange certificated Pledged Shares for certificates of larger or smaller denominations, for any purpose consistent with this Agreement.
Exchange of Equity Interests. On the date that is the first anniversary of the Closing Date and subject to the terms and conditions set forth in an exchange agreement, each Seller will have the right to exchange his Equity Interests into common units of The Aveon Group L.P.
Exchange of Equity Interests. Effective as of the date of this Agreement, the InterMetro Investor hereby conveys all of the InterMetro Investor’s InterMetro Common Stock, InterMetro Series B Stock, Notes, and Warrants, as the case may be, to the Company in consideration for the distribution to the InterMetro Investor of (i) 10.4746 shares of Common Stock for each share of InterMetro Common Stock tendered, (ii) 10.4746 shares of Common Stock for each share of InterMetro Series B Stock tendered, (iii) 10.4746 shares for every $1.70 of principal and accrued interest through December 29, 2006 of 2003 Notes tendered, (iv) 10.4746 shares for every $2.805 of principal and accrued interest through December 29, 2006 of 2004 Notes tendered, and 10.4746 shares for every $6.80 of principal and accrued interest through December 29, 2006 of 2006 Notes tendered, as the case may be (collectively, the “Exchange Shares”), and 10.4746 Company warrants to purchase 10.4746 shares of the Company’s common stock for the duration of the original exercise period of the Warrant at an equivalent exercise price (the “Exchange Warrants”). Upon receipt by InterMetro of this Agreement executed by the InterMetro Investor and the stock certificate evidencing the InterMetro Common Stock endorsed for transfer to the Company, stock certificate evidencing the InterMetro Series B Stock endorsed for transfer to the Company, note evidencing the Note, and Warrant endorsed for transfer to the Company, as the case may be, except for the Exchange Shares and Exchange Warrants to be issued to certain InterMetro stockholders as set forth on Schedule I to this Agreement, which will not be exchanged concurrently with the Closing, but will be exchanged automatically and without further action on the part of the holder(s) thereof at such time as the Company has increased its authorized shares to up to 150,000,000, InterMetro will instruct the Company to immediately send to the InterMetro Investor certificates evidencing the Exchange Shares.
