Exchange of Stock. (a) The Werke Shareholders agree to transfer to WICK, and WICK agrees to purchase from the Werke Shareholders, all of the Werke Shareholders' right, title and interest in the WERKE Stock, representing 100% of the issued and outstanding stock of WERKE, free and clear of all mortgages, liens, pledges, security interests, restrictions, encumbrances, or adverse claims of any nature.
(b) At the Closing (as defined in Section 2 below), upon surrender by the Werke Shareholders of the certificates evidencing the WERKE Stock, duly endorsed for transfer to WICK or accompanied by stock powers executed in blank by the Werke Shareholders, WICK will cause 11,000,000 shares (subject to adjustment for fractionalized shares as set forth below) of the common voting stock, par value $.001 of WICK (the "WICK Stock") to be issued to the Werke Shareholders (or their designees), in full satisfaction of any right or interest which each Shareholder held in the WERKE Stock. The WICK Stock will be issued to the Werke Shareholders on a pro rata basis, in the same proportion as the percentage of their ownership interest in WERKE, as set forth on EXHIBIT A (subject to adjustment as set forth below), at the Closing. As a result of the exchange of the WERKE Stock for the WICK Stock, WERKE will become a wholly owned subsidiary of WICK.
(c) EXHIBIT A, may be amended by WERKE at or prior to the Closing in order to give effect to the conversion by STPF of its interest in STWP into equity in WERKE and to reflect other changes in the capital structure of WERKE which may be caused by investment into WERKE by third parties prior to the Closing. Any additional shareholders which are added to EXHIBIT A, at or prior to Closing will agree to be bound by the terms of this Agreement, either directly or by signing the Agreement to Appoint Shareholders Representative attached hereto as EXHIBIT B, however, their failure to do so prior to Closing will not effect the validity or enforceability of this Agreement as between the present parties. In no event shall WICK be required to issue any additional securities, other than as set forth herein, as a result of any changes in the capital structure of WERKE at or prior to the Closing.
Exchange of Stock. On the basis of the representations, warranties, covenants and agreements set forth herein, at the Closing (as defined in Section 1.3 below) Purchaser will purchase from Stockholder, and Stockholder will sell, convey and assign to Purchaser all of the Company Stock.
Exchange of Stock. Effective on the date of the Closing (as hereinafter defined) of this Agreement, the HSI Stockholder hereby conveys all of the HSI Stockholder's HSI Stock to the Company in consideration for the issuance to the HSI Stockholder of 20 shares of Common Stock (the "Exchange Shares") for each share of HSI Stock tendered.
Exchange of Stock. 4 2.1 Outstanding Common Stock of Xxxxxxx............................4 2.2
Exchange of Stock. NMKT hereby agrees to transfer and exchange its DCI Stock Interest to DFTS solely in exchange for the shares of newly created classes of DFTS's preferred stock as follows: (a) 600,000 shares of $1.50 Class C convertible preferred and (b) 3,400,000 shares of $1.50 Class D preferred.
Exchange of Stock. Upon the merger becoming effective:
(a) The shareholders of Bank of record at the time the merger becomes effective, for each share of common stock of Bank then held by them, shall be allocated and entitled to receive one share of the common stock of Holding Company;
(b) Holding Company shall issue the shares of its common stock which the shareholders of Bank shall be entitled to receive; and
(c) Outstanding certificates representing shares of the common stock of Bank shall thereafter represent shares of the common stock of Holding Company, and such certificates may, but need not, be exchanged by the holders thereof, after the merger becomes effective, for new certificates for the appropriate number of shares bearing the name of Holding Company.
Exchange of Stock. Exchange Agreement. Upon the terms and subject to the conditions set forth in this Agreement and upon the representations and warranties made herein by each of the parties to the other, the Company shall recommend to the Shareholders to deliver to the Buyer, in exchange for Buyers' Shares on the basis of 2.845618 Buyers Shares for each Company Share, all of their Company Shares. The maximum number of Company Shares available to be exchanged by the Shareholders hereunder is 5,717,563 common shares. These shares represent 100% of the total shares outstanding of the Company. The Buyer reserves the right to accept less than 5,717,563 Company Shares in the case where less than 5,717,563 Company Shares are offered by the Shareholders for exchange and further reserves the right to withdraw the share exchange offer in the event that insufficient Company Shares, at the Buyers sole discretion, are offered for exchange.
Exchange of Stock. Upon the terms and conditions set forth in this Agreement, the Sellers shall exchange, sell, assign, and transfer to the Purchaser at the closing of this Agreement (the "Closing"), free and clear of all liens and encumbrances, and the Purchaser, upon the basis of the covenants, warranties and representations of the Sellers set forth herein, shall accept from the Sellers at the Closing all 2,000,000 shares of the Company Stock owned by the Sellers. Subject to the terms of this Agreement and in reliance on the representations and warranties of the Sellers, and in full consideration therefor, the Purchaser shall deliver to the Sellers, in exchange, at the Closing 800,000 shares of the Purchaser's common stock, par value $0.001 per share (the "Purchaser's Stock"). The Purchaser's Stock shall be delivered 320,000 shares to U.S. Microbics, Inc. and 480,000 shares to USM Capital Group, Inc.
Exchange of Stock. On the signing of this Agreement, the Company will convey and transfer 80,000 shares of common stock of the Company representing 19.2% of the issued and outstanding shares of the Company to Purchaser in consideration for $50,000 paid by Purchaser.
Exchange of Stock. In accordance with the terms and conditions herein, Stockholder shall at closing, exchange all of his shares of the Company, representing all of the issued and outstanding shares of the Company for a total of 300,000 shares of common voting stock in the Acquiring Corporation, par value One Cent ($0.01) per share.
