ISSUE AND OWNERSHIP OF THE PARENT COMMON SHARES. Upon execution of this Agreement, the Parent shall issue to and deposit with the Trustee a number of Parent Common Shares equal to the number of Exchangeable Shares issued to Shareholders under the Purchase Agreement, such shares to be hereafter held of record by the Trustee as trustee for and on behalf of, and for the use and benefit of, the Shareholders and in accordance with the provisions of this Agreement. From time to time, the Parent shall issue to and deposit with the Trustee additional Parent Common Shares as required under the Purchase Agreement, Exchangeable Share Provisions and Support Agreement, also to be held of record by the Trustee as trustee for and on behalf of, and for the use and benefit of, the Shareholders and in accordance with the provisions of this Agreement. All Parent Common Shares so issued and deposited by the Parent with the Trustee pursuant to this section 2.2 shall hereafter be referred to as the "Trust Shares". The Parent hereby acknowledges receipt from the Trustee as trustee for and on behalf of the Shareholders of good and valuable consideration (and the adequacy thereof) for the issuance of the Trust Shares by the Parent to the Trustee. During the term of the Trust and subject to the terms and conditions of this Agreement, the Trustee shall possess and be vested with full legal ownership of the Trust Shares and, subject to the terms hereof, shall be entitled to exercise all of the rights and powers of an owner with respect to the Trust Shares, provided that the Trustee shall: (a) hold the Trust Shares and the legal title thereto as trustee solely for the use and benefit of the Shareholders in accordance with the provisions of this Agreement; and (b) except as specifically authorized by this Agreement, have no power or authority to sell, transfer, vote or otherwise deal in or with the Trust Shares and the Trust Shares shall not be used or disposed of by the Trustee for any purpose other than the purposes for which this Trust is created pursuant to this Agreement.
Appears in 2 contracts
Samples: Share Exchange Agreement (Big Flash Corp), Share Exchange Agreement (Big Flash Corp)
ISSUE AND OWNERSHIP OF THE PARENT COMMON SHARES. Upon execution of this Agreement, the Parent shall issue transfer to and deposit with the Trustee a number of Parent Common Shares equal to the number of Exchangeable Non-Voting Shares issued to Shareholders under the Purchase Agreement, such shares to be hereafter held of record by the Trustee as trustee for and on behalf of, and for the use and benefit of, the Shareholders and in accordance with the provisions of this Agreement. From time to time, the Parent shall issue to and deposit with the Trustee transfer additional shares of Parent Common Shares to the Trustee as required under the Purchase Agreement, Exchangeable Share Provisions and Support Agreement, also to be held of record by the Trustee as trustee for and on behalf of, and for the use and benefit of, the Shareholders and in accordance with the provisions of this Agreement. All Parent Common Shares so issued and deposited transferred by the Parent with to the Trustee pursuant to this section 2.2 Section 3.1 shall hereafter be referred to as the "Trust Shares". The Parent hereby acknowledges receipt from the Trustee as trustee for and on behalf of the Shareholders of good and valuable consideration (and the adequacy thereof) for the issuance of the Trust Shares by the Parent to the Trustee. During the term of the Trust and subject to the terms and conditions of this Agreement, the Trustee shall possess and be vested with full legal ownership of the Trust Shares and, subject to the terms hereof, shall be entitled to exercise all of the rights and powers of an owner with respect to the Trust Shares, provided that the Trustee shall:
(a) hold the Trust Shares and the legal title thereto rights associated therewith as conveyed by this Agreement as trustee solely for the use and benefit of the Shareholders in accordance with the provisions of this Agreement; and
(b) except as specifically authorized by this Agreement, have no power or authority to sell, transfer, vote or otherwise deal in or with the Trust Shares and the Trust Shares shall not be used or disposed of by the Trustee for any purpose other than the purposes for which this Trust is created pursuant to this Agreement.
Appears in 2 contracts
Samples: Exchange and Voting Agreement (Thinweb Com Corp), Exchange and Voting Agreement (Speechlink Communications Corp)
ISSUE AND OWNERSHIP OF THE PARENT COMMON SHARES. Upon execution of this Agreement, the Parent shall issue transfer to and deposit with the Trustee a number of Parent Common Shares equal to the number of Exchangeable Non-Voting Shares issued to Shareholders under the Purchase Agreement, such shares to be hereafter held of record by the Trustee as trustee for and on behalf of, and for the use and benefit of, the Shareholders and in accordance with the provisions of this Agreement. From time to time, the Parent shall issue to and deposit with the Trustee transfer additional shares of Parent Common Shares to the Trustee as required under the Purchase Agreement, Exchangeable Share Provisions and Support Agreement, also to be held of record by the Trustee as trustee for and on behalf of, and for the use and benefit of, the Shareholders and in accordance with the provisions of this Agreement. All Parent Common Shares so issued and deposited transferred by the Parent with to the Trustee pursuant to this section 2.2 Section 3.1 shall hereafter be referred to as the "βTrust Shares"β. The Parent hereby acknowledges receipt from the Trustee as trustee for and on behalf of the Shareholders of good and valuable consideration (and the adequacy thereof) for the issuance of the Trust Shares by the Parent to the Trustee. During the term of the Trust and subject to the terms and conditions of this Agreement, the Trustee shall possess and be vested with full legal ownership of the Trust Shares and, subject to the terms hereof, shall be entitled to exercise all of the rights and powers of an owner with respect to the Trust Shares, provided that the Trustee shall:
(a) hold the Trust Shares and the legal title thereto rights associated therewith as conveyed by this Agreement as trustee solely for the use and benefit of the Shareholders in accordance with the provisions of this Agreement; and
(b) except as specifically authorized by this Agreement, have no power or authority to sell, transfer, vote or otherwise deal in or with the Trust Shares and the Trust Shares shall not be used or disposed of by the Trustee for any purpose other than the purposes for which this Trust is created pursuant to this Agreement.
Appears in 1 contract
Samples: Share Exchange and Share Purchase Agreement (Actionview International Inc)
ISSUE AND OWNERSHIP OF THE PARENT COMMON SHARES. Upon execution of this Agreement, the Parent shall issue transfer to and deposit with the Trustee a number of Parent Common Shares equal to the number of Exchangeable Non-Voting Shares issued to Shareholders under the Purchase Amalgamation Agreement, such shares to be hereafter held of record by the Trustee as trustee for and on behalf of, and for the use and benefit of, the Shareholders and in accordance with the provisions of this Agreement. From time to time, the Parent shall issue to and deposit with the Trustee transfer additional shares of Parent Common Shares to the Trustee as required under the Purchase Amalgamation Agreement, Exchangeable Share Provisions and Support Agreement, also to be held of record by the Trustee as trustee for and on behalf of, and for the use and benefit of, the Shareholders and in accordance with the provisions of this Agreement. All Parent Common Shares so issued and deposited transferred by the Parent with to the Trustee pursuant to this section 2.2 Section 3.1 shall hereafter be referred to as the "Trust Shares". The Parent hereby acknowledges receipt from the Trustee as trustee for and on behalf of the Shareholders of good and valuable consideration (and the adequacy thereof) for the issuance of the Trust Shares by the Parent to the Trustee. During the term of the Trust and subject to the terms and conditions of this Agreement, the Trustee shall possess and be vested with full legal ownership of the Trust Shares and, subject to the terms hereof, shall be entitled to exercise all of the rights and powers of an owner with respect to the Trust Shares, provided that the Trustee shall:
(a) hold the Trust Shares and the legal title thereto rights associated therewith as conveyed by this Agreement as trustee solely for the use and benefit of the Shareholders in accordance with the provisions of this Agreement; and
(b) except as specifically authorized by this Agreement, have no power or authority to sell, transfer, vote or otherwise deal in or with the Trust Shares and the Trust Shares shall not be used or disposed of by the Trustee for any purpose other than the purposes for which this Trust is created pursuant to this Agreement.
Appears in 1 contract
Samples: Exchange and Voting Agreement (Dream Team International Inc)
ISSUE AND OWNERSHIP OF THE PARENT COMMON SHARES. Upon execution of this AgreementAgreement and thereafter from time to time, the Parent shall issue to and deposit with in the name of the Trustee a number of Parent Common Shares equal to the number of Exchangeable Shares issued to Shareholders under the Purchase Agreement, such shares to be hereafter held of record by the Trustee as trustee for and on behalf of, and for the use and benefit of, the Shareholders and in accordance with the provisions of this Agreement. From time to time, the Parent shall issue to and deposit with the Trustee additional Parent Common Shares as required under the Purchase Agreement, Exchangeable Share Provisions and Support Agreement, also to be held of record by the Trustee as trustee for and on behalf of, and for the use and benefit of, the Shareholders and in accordance with the provisions of this Agreement. All Parent Common Shares so issued and deposited by the Parent with to the Trustee pursuant to this section 2.2 Section 3.1 shall hereafter be referred to as the "Trust Shares". The Parent hereby acknowledges receipt from the Trustee as trustee for and on behalf of the Shareholders of good and valuable consideration (and the adequacy thereof) for the issuance of the Trust Shares by the Parent to the Trustee. During the term of the Trust and subject to the terms and conditions of this Agreement, the Trustee shall possess and be vested with full legal ownership of the Trust Shares and, subject to the terms hereof, shall be entitled to exercise all of the rights and powers of an owner with respect to the Trust Shares, provided that the Trustee shall:
(a) hold the Trust Shares and the legal title thereto rights associated therewith as conveyed by this Agreement as trustee solely for the use and benefit of the Shareholders in accordance with the provisions of this Agreement; and
(b) except as specifically authorized by this Agreement, have no power or authority to sell, transfer, vote or otherwise deal in or with the Trust Shares and the Trust Shares shall not be used or disposed of by the Trustee for any purpose other than the purposes for which this Trust is created pursuant to this Agreement.
Appears in 1 contract
Samples: Exchange and Voting Agreement (Internet Food Co Inc)