Exchange Procedure and Other Consideration. Section 3.1 Share Exchange/Delivery of SVC Securities. On the Closing Date. SVG Shareholders, the holders of 100% of the issued and outstanding SVG common Shares, shall deliver to SHS certificates or other documents evidencing all of the issued and outstanding SVG common shares, duly endorsed in blank or with executed power attached thereto in transferable form, On the Closing Date, all previously issued and outstanding common shares of SVG shall lie transferred to SHS, so that SVG shall become a wholly owned subsidiary of SHS.
Exchange Procedure and Other Consideration. Section 3.1 BILL OF SALE FOR ASSETS AND EXXXXIT FOR ASSUMED LIABILITIES. On the Closing Date, Clifton shall deliver to Auxex x xxxl of sale for all xx xxe axxxxs of Clifton and any and all other xxxxxxnts to transfer all of the assets to Clifton. In addition, at closxxx Xxxfton will provide Telecard xxxx x Schedule of the liabilities of Clifton that Clifton has agrexx xx xssume xxxxx xhe terms of this Agreement.
Section 3.2 ISSUANCE OF 2,000,000 COMMON SHARES; PAYMENT OF $500,000 AND ISSUANCE OF $200,000 PROMISSORY NOTE. In exchange for the transfer of all of the assets of Clifton to Telecard pursuant xx Xxxxion 3.1, Auxer shall pay Clifton $500,000; Telecard shxxx xxxume the liabilities of Clifton as indicated on Schedxxx X; Auxer shall issue a $200,000 xxxxxssory note to Clifton on the following termx xxx xonditions: terms of repayment: 180 days; interest rate: 8% per annum; and Auxer shall issue 2,000,000 cxxxxx shares of Auxer to Clifton at the time xx xxe Clxxxxx. The issued shares shall be restricted under Rule 144 of the 1933 Securities Act.
Exchange Procedure and Other Consideration. Section 3.1 Share Exchange/Delivery of Teda Securities. On the Closing Date, the holders of Teda Common Shares shall deliver to Gaige (i) certificaxxx xr other documents evidencing all of the issued and outstanding Teda Common Shares, duly endorsed in blank or with executed power attached thereto in transferrable form. On the Closing Date, all previously issued and outstanding Common Shares of Teda shall be canceled and all rights in respect thereof shall cease and Gaige shall receive xxxx shares in Teda, the BVI corporation, so that Teda shall become a wholly owned subsidiary of Gaige. Teda's legal xxxxsel shall take all appropriate action to confirm such transaction.
Exchange Procedure and Other Consideration. Section 3.1 Share Exchange/Delivery of OCFI Securities. On the Closing Date, the holders of all of the OCFI Common Shares shall deliver to OCF CORP (i) certificates or other documents evidencing all of the issued and outstanding OCFI Common Shares, duly endorsed in blank or with executed power attached thereto in transferrable form. On the Closing Date, all previously issued and outstanding Common Shares of OCFI shall be transferred to OCF CORP, so that OCFI shall become a wholly owned subsidiary of OCF CORP.
Exchange Procedure and Other Consideration. 9
Section 3.1 Share Exchange/Delivery of LLD Securities. 9 Section 3.2 Issuance of RMI Shares. 9
Exchange Procedure and Other Consideration. Section 3.1 Share Exchange/Delivery of Mortgagebrokers Securities. On the Closing Date, Alex Haditaghi the xxxx xxxxxxxxxer of Mortgagebrokers Common Shares shall deliver to Holdings (i) certificates or other documents evidencing all of the issued and outstanding Mortgagebrokers Common Shares, duly endorsed in blank or with executed power attached thereto in transferrable form. On the Closing Date, all previously issued and outstanding Common Shares of Mortgagebrokers shall be transferred to Holdings, so that Mortgagebrokers shall become a wholly owned subsidiary of Holdings.
Exchange Procedure and Other Consideration. Section 3.1 Share Exchange/Delivery of Footfridge Securities. On the Closing Date, the holders of all of the Footfridge Common Shares shall deliver to Fit For Business International, Inc.
(i) certificates or other documents evidencing all of the issued and outstanding shares of Footfridge, duly endorsed in blank or with executed power attached thereto in transferable form. On the Closing Date, all previously issued and outstanding shares of Footfridge shall be transferred to Fit For Business International, Inc., so that Footfridge shall become a wholly owned subsidiary of Fit For Business International, Inc.
Section 3.2 Issuance of Fit For Business International, Inc. Common Shares. In exchange for all of the Footfridge Common Shares tendered pursuant to Section 3.1, Fit For Business International, Inc. shall pay to the Footfridge shareholders $1,000,000 in the form of a one year subordinated promissory note with interest accruing at the rate of 7% per annum. The promissory note shall have the following characteristics: (i) six (6) month term with no principal or interest payments during the 6 month term; (ii) balloon payment of $200,000 due and payable at the end of the 6 month term; and (iii) the balance of $800,000 automatically convertible into Fit for Business International, Inc. shares or common stock at the conversion rate of $.10 per share or an aggregate of 8,000,000 such shares. The shares shall be issued in accordance with the exemption provided under Section 4(1) and shall be deemed to be restricted shares. Fit For Business International, Inc. may prepay the balloon payment of $200,000 at anytime without penalty.
Exchange Procedure and Other Consideration. Section 3.1 BXXX OF SALE FOR ASSETS AND EXHIBIT FOR ASSUMED LIABILITIES. On the Closing Date, Cxxxxxx shall deliver to Axxxx a bxxx of sale for all of the assets of Cxxxxxx and any and all other documents to transfer all of the assets to Cxxxxxx. In addition, at closing Cxxxxxx will provide Telecard with a Schedule of the liabilities of Cxxxxxx that Cxxxxxx has agreed to assume under the terms of this Agreement.
Section 3.2 ISSUANCE OF 2,000,000 COMMON SHARES; PAYMENT OF $500,000 AND ISSUANCE OF $200,000 PROMISSORY NOTE. In exchange for the transfer of all of the assets of Cxxxxxx to Telecard pursuant to Section 3.1, Axxxx shall pay Cxxxxxx $500,000; Telecard shall assume the liabilities of Cxxxxxx as indicated on Schedule B; Axxxx shall issue a $200,000 promissory note to Cxxxxxx on the following terms and conditions: terms of repayment: 180 days; interest rate: 8% per annum; and Axxxx shall issue 2,000,000 common shares of Axxxx to Cxxxxxx at the time of the Closing. The issued shares shall be restricted under Rule 144 of the 1933 Securities Act.
Exchange Procedure and Other Consideration. Section 3.1 Share Exchange/Delivery of PowerChannel Securities. On the Closing Date, the holders of all of the PowerChannel Common Shares shall deliver to Sealant (i) certificates or other documents evidencing all of the issued and outstanding PowerChannel Common Shares, duly endorsed in blank or with executed power attached thereto in transferrable form. On the Closing Date, all previously issued and outstanding Common Shares of PowerChannel shall be transferred to Sealant , so that PowerChannel shall become a wholly owned subsidiary of Sealant.
