Common use of Plan of Exchange Clause in Contracts

Plan of Exchange. Section 3.01 The Exchange 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 CORP. In exchange for the transfer of SAID Assets the CORP Shareholders, IACH shall issue to CORP: 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: Agreement (Information Architects Corp)

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Plan of Exchange. Section 3.01 The Exchange 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 CORP. In exchange for the transfer of SAID Assets the CORP Shareholders, IACH shall issue to CORP: 35,000,000 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: Agreement (Information Architects Corp)

Plan of Exchange. Section 3.01 The Exchange 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 CORP. In exchange for the transfer of SAID Assets the CORP Shareholders, IACH shall issue to CORP: 35,000,000 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 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 CORP. CORP except as listed in schedule A. In exchange for the transfer of SAID Assets the CORP Shareholders, IACH shall issue to CORP: 35,000,000 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: Agreement (Information Architects Corp)

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Plan of Exchange. Section 3.01 The Exchange CORP 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 CORPCORPS. In exchange for the transfer of SAID Assets the CORP CORPS Shareholders, IACH shall issue to CORPCORPS: 35,000,000 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: Agreement (Information Architects Corp)

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