Common use of Plan of Exchange Clause in Contracts

Plan of Exchange. Section 3.01 The Exchange CORPS shall assign, transfer and deliver, free and clear of all liens, pledges, encumbrances, charges, restrictions or known claims of any kind, nature, or description, 100% of all shares of CORPS. In exchange for the transfer of SAID Assets the CORPS Shareholders, IACH shall issue to CORPS: 10,000,000 IACH Common Shares for purposes of this Agreement, all accounting terms such as "assets", "tangible", "liabilities", "net income", etc. shall be determined by reference to U.S. generally accepted accounting principles, consistently applied, as interpreted or modified by Regulation S-X promulgated under the Securities Exchange Act of 1934, and shall not include the cumulative effect of accounting changes, changes or additional resulting from the transactions contemplated hereby, changes in accounting principles. All shares of this agreement shall be issued under the security laws of 1934 as and shall carry a restricted legend.

Appears in 1 contract

Samples: Acquisition Agreement (Information Architects Corp)

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Plan of Exchange. Section 3.01 The Exchange CORPS LLC shall assign, transfer and deliver, free and clear of all liens, pledges, encumbrances, charges, restrictions or known claims of any kind, nature, or description, 100% of all shares of CORPSLLC. In exchange for the transfer of SAID Assets the CORPS LLC Shareholders, IACH shall issue to CORPSLLC: 10,000,000 IACH Common Shares for purposes of this Agreement, all accounting terms such as "assets", "tangible", "liabilities", "net income", etc. shall be determined by reference to U.S. generally accepted accounting principles, consistently applied, as interpreted or modified by Regulation S-X promulgated under the Securities Exchange Act of 1934, and shall not include the cumulative effect of accounting changes, changes or additional resulting from the transactions contemplated hereby, changes in accounting principles. All shares of this agreement shall be issued under the security laws of 1934 as and shall carry a restricted legend.

Appears in 1 contract

Samples: Acquisition Agreement (Information Architects Corp)

Plan of Exchange. Section 3.01 The Exchange CORPS CORP shall assign, transfer and deliver, free and clear of all liens, pledges, encumbrances, charges, restrictions or known claims of any kind, nature, or description, 100% of all units/shares of CORPSCORP. In exchange for the transfer of SAID Assets the CORPS CORP Shareholders, IACH shall issue to CORPSCORP: 10,000,000 30,000,000 IACH Common Shares for purposes of this Agreement, all accounting terms such as "assets", "tangible", "liabilities", "net income", etc. shall be determined by reference to U.S. generally accepted accounting principles, consistently applied, as interpreted or modified by Regulation S-X promulgated under the Securities Exchange Act of 1934, and shall not include the cumulative effect of accounting changes, changes or additional resulting from the transactions contemplated hereby, changes in accounting principles. All shares of this agreement shall be issued under the security laws of 1934 as and shall carry a restricted legend.

Appears in 1 contract

Samples: Asset Acquisition Agreement (Information Architects Corp)

Plan of Exchange. Section 3.01 The Exchange CORPS CORP shall assign, transfer and deliver, free and clear of all liens, pledges, encumbrances, charges, restrictions or known claims of any kind, nature, or description, 100% of all shares of CORPS. CORP except as listed in schedule A. In exchange for the transfer of SAID Assets the CORPS CORP Shareholders, IACH shall issue to CORPSCORP: 10,000,000 4,000,000 IACH Common Shares for purposes of this Agreement, all accounting terms such as "assets", "tangible", "liabilities", "net income", etc. shall be determined by reference to U.S. generally accepted accounting principles, consistently applied, as interpreted or modified by Regulation S-X promulgated under the Securities Exchange Act of 1934, and shall not include the cumulative effect of accounting changes, changes or additional resulting from the transactions contemplated hereby, changes in accounting principles. All shares of this agreement shall be issued under the security laws of 1934 as and shall carry a restricted legend.

Appears in 1 contract

Samples: Asset Acquisition Agreement (Information Architects Corp)

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Plan of Exchange. Section 3.01 The Exchange CORPS CORP shall assign, transfer and deliver, free and clear of all liens, pledges, encumbrances, charges, restrictions or known claims of any kind, nature, or description, 100% of all shares of CORPSCORP. In exchange for the transfer of SAID Assets the CORPS CORP Shareholders, IACH shall issue to CORPSCORP: 10,000,000 35,000,000 IACH Common Shares for purposes of this Agreement, all accounting terms such as "assets", "tangible", "liabilities", "net income", etc. shall be determined by reference to U.S. generally accepted accounting principles, consistently applied, as interpreted or modified by Regulation S-X promulgated under the Securities Exchange Act of 1934, and shall not include the cumulative effect of accounting changes, changes or additional resulting from the transactions contemplated hereby, changes in accounting principles. All shares of this agreement shall be issued under the security laws of 1934 as and shall carry a restricted legend.

Appears in 1 contract

Samples: Acquisition Agreement (Information Architects Corp)

Plan of Exchange. Section 3.01 The Exchange CORPS CORP shall assign, transfer and deliver, free and clear of all liens, pledges, encumbrances, charges, restrictions or known claims of any kind, nature, or description, 100% of all shares of CORPSCORP. In exchange for the transfer of SAID Assets the CORPS CORP Shareholders, IACH shall issue to CORPSCORP: 10,000,000 5,000,000 IACH Common Shares for purposes of this Agreement, all accounting terms such as "assets", "tangible", "liabilities", "net income", etc. shall be determined by reference to U.S. generally accepted accounting principles, consistently applied, as interpreted or modified by Regulation S-X promulgated under the Securities Exchange Act of 1934, and shall not include the cumulative effect of accounting changes, changes or additional resulting from the transactions contemplated hereby, changes in accounting principles. All shares of this agreement shall be issued under the security laws of 1934 as and shall carry a restricted legend.

Appears in 1 contract

Samples: Acquisition Agreement (Information Architects Corp)

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