Issuance and Exchange of Shares. 2.1 The 2,000,000 shares of Common Stock of IIC shall be issued by it to the subscribing NMC shareholders at Closing fully paid and non-assessable.
2.2 IIC represents that no outstanding options or warrants for any unissued Common Shares exist,except certain options for common shares still outstanding as listed on Schedule 2.2.
2.3 The stock transfer books of NMC shall be closed on the Effective Date, and thereafter no transfers of the stock of NMC shall be made. NMC shall appoint an exchange agent ("Exchange Agent"), to accept surrender of the certificates representing the common shares of NMC, and to deliver in exchange for such surrendered certificates, 2,000,000 shares of Common Stock of IIC. The authorization of the Exchange Agent may be terminated by IIC after six months following the Effective Date. Upon termination of such authorization, any shares of NMC and any funds held by the Exchange Agent for payment to NMC shareholders pursuant to this Agreement shall be transferred to IIC or its designated agent who shall thereafter perform the obligations of the Exchange Agent. If outstanding certificates for shares of NMC are not surrendered or the payment for them not claimed prior to such date on which such payments would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to the extent permitted by abandoned property and other applicable law, become the property of IIC (and to the extent not in its possession shall be paid over to it), free and clear of all claims or interest of any persons previously entitled to such items. Notwithstanding the foregoing, neither the Exchange Agent nor any party to this Agreement shall be liable to any holder of NMC shares for any amount paid to any governmental unit or agency having jurisdiction of such unclaimed item pursuant to the abandoned property or other applicable law of such jurisdiction.
2.4 No fractional shares of IIC Common Stock shall be issued as a result of the Agreement. Shares shall be rounded up to nearest whole share.
2.5 At the Effective Date, each holder of a certificate or certificates representing common shares of NMC, upon presentation and surrender of such certificate or certificates to the Exchange Agent, shall be entitled to receive the consideration set forth herein. Upon such presentation, surrender, and exchange as provided in this Section 2.5, certificates representing shares of NMC previously held shall be canceled. Until so presen...
Issuance and Exchange of Shares. 2.1 The shares of $.0001 par value common stock of PNW shall be issued by it to Industrial Shareholders at closing. PNW shall undertake all necessary arrangements to issue the requisite number of shares called to by this Agreement and shall make all necessary arrangements with its transfer agent to complete the exchange of the shares contemplated herein.
2.2 PNW represents that no outstanding options or warrants for its unissued shares exist.
2.3 The stock transfer books of Industrial shall be closed on February 8, 2002, and thereafter no transfers of the stock of Industrial shall be made. Industrial shall appoint Heritage Transfer Agent. as exchange agent ("Exchange Agent"), to accept surrender of the certificates representing the common shares of Industrial, and to cancel the same upon confirmation of the issuance and delivery of PNW shares to Industrial Shareholders.
2.4 No fractional shares of PNW stock shall be issued as a result of the Agreement. Shares shall be rounded to nearest whole share.
2.5 Each holder of a certificate or certificates representing common shares of Industrial, upon presentation and surrender of such certificate or certificates to the Exchange Agent, shall be entitled to receive the consideration set forth herein. Upon such presentation, surrender, and exchange as provided in this Section 2.5, certificates representing shares of Industrial previously held shall be canceled. Until so presented and surrendered, each certificate or certificates which represented issued and outstanding shares of Industrial shall be deemed for all purposes to evidence the right to receive the consideration set forth in Section 1.2 of this Agreement. If the certificates representing shares of Industrial have been lost, stolen, mutilated or destroyed, the Exchange Agent shall require the submission of an indemnity agreement and may require the submission of a bond in lieu of such certificate.
Issuance and Exchange of Shares. 2.1 The manner and basis of exchanging shares of Lifeline into Citizens pursuant to the Exchange is as follows: As set forth in Section 2.2 and Section 2.4, on the Effective Date each shareholder of Lifeline shall receive a number of shares of Citizens Class A Common Stock equal in market value ("Market Value") to the Lifeline stock owned by such shareholder. For purposes of this Agreement, the per share Market Value of Citizens Class A Common Stock shall be equal to the average closing price of such stock as reported by the American Stock Exchange for the 20 trading days immediately preceding (but not including) the Effective Date; and the Market Value of the Lifeline stock shall be $5.00 per share. The offer and sale of the Citizens Class A Common Stock to be issued hereunder shall be registered by Citizens pursuant to the Securities Act of 1933 and applicable state securities laws, as provided in Section 5.3 hereof.
2.2 Upon the Effective Date, each holder of a certificate or certificates representing shares of Lifeline, upon presentation and surrender of such certificate or certificates to the Exchange Agent of Citizens, shall be entitled to receive the consideration set forth herein, except that holders of those shares as to which dissenters' rights shall have been asserted and perfected pursuant to Texas law shall not be converted into shares of Citizens Class A Common Stock, but shall represent only such rights as are permitted under the Texas Business Corporation Act. Lifeline shall pay or otherwise satisfy payment relating to shares as to which dissenters' rights have been asserted and perfected
Issuance and Exchange of Shares. 2.1 The shares of $.0001 par value common stock of BCOIII shall be issued by it to SJP at closing.
Issuance and Exchange of Shares. The first recital paragraph on page 1 is amended to change the number of SiriCOMM shares outstanding from 9,778 to 9,818 and the second recital paragraph on page 1 is amended to change the number of post-split shares to be issued by FPHI to the Shareholders from 9,623,195 to 9,662,562.
Issuance and Exchange of Shares. At Closing to be held in accordance with the provisions of Article 2 below, and subject to the terms and agreements set forth herein, INCA agrees to issue to each of the Shareholders who agree, severally and jointly, to exchange the number of authorized and newly issued shares of INCA Stock determined in Section 1.2 below for each percentage of ownership held by them. In consideration for the shares of INCA Stock to be exchanged, the Shareholders shall each deliver to INCA the evidence of their ownership of S2 New York, together with duly executed stock powers to effectuate the exchange.
Issuance and Exchange of Shares. 2.1 The shares of $.0001 par value common stock of BCOIII shall be issued by it to SJP at closing.
2.2 BCOIII represents that no outstanding options or warrants for its unissued shares exist, except as may be contained in an Encore Capital Subscription Agreement now in negotiation.
2.3 No fractional shares of BCOIII stock shall be issued as a result of the Agreement. Shares shall be rounded to nearest whole share.
Issuance and Exchange of Shares. 2.1 The shares of no par value common stock of GST shall be issued by it to Castle and Xxxxxx (or according to their instructions at closing and the assignment of LLC interests specified in 1.1 shall be delivered to GST, together with an Agreement as specified in Article 7.7 hereof.
2.2 Other than those previously disclosed in writing, GST represents that
a. no outstanding options or warrants for its unissued shares exist;
b. all preferred stock of GST due for redemption as of the date hereof shall have been redeemed as of closing date, if any; and
c. other than the rights accruing to holders of the Convertible Loan Notes listed in Schedule 4.2, that there are no loans or other instruments which carry conversion rights giving the holder rights to voting shares in GST at any time after closing.
Issuance and Exchange of Shares. 2.1 The shares of common stock of BVC shall be issued by it to the subscribing XPI shareholders at Closing.
2.2 BVC represents that no outstanding options or warrants for its unissued shares exist.
2.3 The stock transfer books of XPI shall be closed on the Closing Date, and thereafter no transfers of the stock of XPI shall be made. XPI shall appoint M.
A. Littman as exchange agexx ("Xxchange Agent"), to accept surrender of the certificates representing the common shares of XPI, and to deliver in exchange for such surrendered certificates, shares of common stock of BVC.
2.4 No fractional shares of BVC stock shall be issued as a result of the Agreement. Shares shall be rounded up to nearest whole share.
2.5 At the Closing Date, each holder of a certificate or certificates representing common shares of XPI, upon presentation and surrender of such certificate or certificates to the Exchange Agent, shall be entitled to receive the consideration set forth herein.
Issuance and Exchange of Shares
