Share Exchange Sample Clauses

Share Exchange. At the Effective Time, subject to Sections 2.4 and 2.5 hereof, each Unit (other than Cash Election Units and Units owned by the parent of Sub) shall be converted into that number of PSI Shares equal to, rounded to the nearest thousandth, the quotient (the "Conversion Number") derived by dividing $596 by the average of the per share closing prices on the New York Stock Exchange, Inc. (the "NYSE") of PSI Shares during the 20 consecutive trading days ending on the fifth trading day prior to the Effective Time. If, prior to the Effective Time, PSI should split or combine the PSI Shares, or pay a stock dividend, the Conversion Number will be appropriately adjusted to reflect such action.

Share Exchange. At the Closing, the Orient Come Shareholders shall transfer 2 Shares, representing all of the issued and outstanding shares of Orient Come, and, in consideration therefor, subject to Section 2.2, Acquiror Company shall issue to Orient Come Shareholders and their assignees an aggregate of 13,000,000 fully paid and nonassessable shares of Acquiror Company Common Stock (the “Share Exchange”).

Share Exchange. In the case of a Share Exchange, (i) the Exchanging Holder (or other Person(s) whose name or names in which the Deliverable Common Stock is to be issued) shall be deemed to be a holder of Deliverable Common Stock from and after the close of business on the Exchange Date. (ii) as promptly as practicable on or after the Exchange Date (but not later than the close of business on the Business Day immediately following the Exchange Date), RocketCo shall deliver or cause to be delivered to the Exchanging Holder (or other Person(s) whose name or names in which the Deliverable Common Stock is to be issued) the number of shares of Deliverable Common Stock deliverable upon such Exchange, registered in the name of such Holder (or other Person(s) whose name or names in which the Deliverable Common Stock is to be issued). To the extent the Deliverable Common Stock is settled through the facilities of The Depository Trust Company, RocketCo will, subject to Section 2.02(d)(iii) below, upon the written instruction of an Exchanging Holder, deliver or cause to be delivered the shares of Deliverable Common Stock deliverable to such Holder (or other Person(s) whose name or names in which the Deliverable Common Stock is to be issued), through the facilities of The Depository Trust Company, to the account of the participant of The Depository Trust Company designated by such Holder. (iii) If the shares of Deliverable Common Stock issued upon an Exchange are not issued pursuant to a registration statement that has been declared effective by the Securities and Exchange Commission, such shares shall bear a legend in substantially the following form: THE TRANSFER OF THESE SECURITIES HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY OTHER JURISDICTION, AND MAY NOT BE SOLD OR TRANSFERRED OTHER THAN IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED (OR OTHER APPLICABLE LAW), OR AN EXEMPTION THEREFROM. (iv) if (i) any shares of Deliverable Common Stock may be sold pursuant to a registration statement that has been declared effective by the Securities and Exchange Commission, (ii) all of the applicable conditions of Rule 144 are met, or (iii) the legend (or a portion thereof) otherwise ceases to be applicable, RocketCo, upon the written request of the Holder thereof shall promptly provide such Holder or its respective transferees, without any expense to such Persons (other than applicable tra...

Share Exchange. Each of the Shareholders desires to transfer to, and the Acquiror desires to acquire from each Shareholder, that number of Shares set out beside the respective names of the Shareholders in Exhibit B for the consideration and on the terms set forth in this Agreement. The aggregate consideration for the Shares acquired by the Acquiror pursuant to this Agreement will be 20,000,000 shares of the Acquiror's Common Stock to be issued on a pro rata basis among the Shareholders based on the percentage of the Shares owned by such Shareholder as set forth in Exhibit B.

Share Exchange. (a) Shareholder's right to exchange its Subject Shares hereunder shall apply as to all, but not less than all, of the Subject Shares which are eligible for exchange as described in this subparagraph (a). Assuming Shareholder has complied with all of the conditions allowing for an exchange pursuant to this Agreement, all of the Subject Shares are eligible for exchange.

Share Exchange. The Vendors agree with the U.S. Company to sell, transfer and exchange all the Cool Shares to the U.S. Company, free and clear of all liens, charges and encumbrances in consideration of the issuance by the U.S. Company to the Vendors of such number of Shares of Common Stock of the U.S. Company as will represent 65% of its issued shares (the "U.S. Shares") after completion of such issuance, free of all liens, charges and encumbrances. The U.S. Company agrees that upon completion of the sale of the shares of Common Stock referred to in Section 2(a) hereof, it will forthwith issue a number of shares of Common Stock equal to 65% or the number of shares sold (the "Adjustment Shares"). The sale, transfer and exchange of the Cool Shares and the issue of the U.S. Shares as provided herein (the "Closing") shall take place on a day (the "Closing Date") to be agreed between the Vendors and Chelsea and the U.S. Company, but which in any event shall take place no later than March 1, 1999 (the "Outside Date"). If the Closing has not taken place by the Outside Date this Agreement will be void and of no further effect. CHELSEA PACIFIC FINANCIAL CORP. ▇▇▇▇▇▇▇ Kar Man ▇▇▇ et al February 25, 1999 Page 10 ----------------------------- At the Closing, the Vendors shall deliver to the U.S. Company the certificates representing the Cool Shares, duly endorsed for transfer, to the U.S. Company, conditionally upon and simultaneously with the delivery by the U.S. Company: (a) to the Vendors of certificates representing 25% of the U.S. Shares, issued in the names of the Vendors or according to the Vendors' direction; and (b) to Pacific Corporate Trust Company (the "Escrow Agent"), of certificates representing 75% of the U. S. Shares (the "Escrowed Shares"), issued in the names of the Vendors or according to the Vendors' direction, to be held by the Escrow Agent under the terms of an agreement in the form attached hereto as Schedule "C" (the "Escrow Agreement") to be entered into between the Escrow Agent, Chelsea, the Vendors, Cool and the U.S. Company (the "Escrow Agreement"). Forthwith upon closing of the sale of the shares of Common Stock referred to in Section 2(a) hereof, the U.S. Company shall deliver: (a) certificates representing 25% of the Adjustment Shares, issued in the names of the Vendors or according to the Vendors' direction, to the Vendors; and (b) certificates representing 75% of the Adjustment Shares, issued in the names of the Vendors or according to the Vendors' di...

Share Exchange. Subject to the terms and conditions hereof, the Seller agree to sell, transfer and deliver to the Buyer, at the Closing, all of the Sale Shares, free and clear of all Liens and together with all rights attached or accruing to them at the Closing Date (as defined below), and the Buyer agrees to issue to the Seller, at the Closing, all of the Consideration Shares free and clear of all Liens and together with all rights attached or accruing to them at the Closing Date (such transaction, the “Share Exchange”).

Share Exchange. At the Closing, (i) the Shareholders shall transfer 1,000,999 shares, representing all of the issued and outstanding Shares of the Company to the Acquiror Company, and the Acquiror Company shall issue 1,000.999 fully paid and nonassessable Acquiror Company Preferred Shares (the “Share Exchange”) to the Shareholders; and (ii) the Acquiror Company Shareholder shall effectuate an agreement agreeing to cancel and forfeit all rights to the Cancelled Shares.

Share Exchange. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the Consolidated Laws of New York, Business Corporation (“New York Statutes”), at the Closing, the parties shall do the following: (a) The Selling Shareholders will sell, convey, assign, and transfer the Shares to Pubco by delivering to Pubco a stock certificate issued in the name of Pubco evidencing the Shares (the “Shares Certificate”). The Shares transferred to Pubco at the Closing shall constitute 100% of the issued and outstanding equity interests of the Company; and (b) As consideration for its acquisition of the Shares, Pubco shall issue the Exchange Shares to the Selling Shareholders by delivering share certificates registered in the name of the Selling Shareholders, or their nominees, evidencing the Exchange Shares (the “Exchange Shares Certificates”) in such percentages attributable to each Selling Shareholder as set forth on Exhibit A hereto. The Exchange Shares issued shall equal no less than 99.0% of the outstanding shares of Pubco’s common stock at the time of Closing. (c) For federal income tax purposes, the Exchange is intended to constitute a “reorganization” within the meaning of Section 368 of the Code, and the parties shall report the transactions contemplated by this Agreement consistent with such intent and shall take no position in any Tax filing or legal proceeding inconsistent therewith. The parties to this Agreement hereby adopt this Agreement as a “plan of reorganization” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations. None of Pubco, the Company, Platinum Beijing or the Selling Shareholders have taken or failed to take, and after the Effective Time, Pubco shall not take or fail to take, any action which reasonably could be expected to cause the Exchange to fail to qualify as a “reorganization” within the meaning of Section 368(a) of the Code.