Share Exchange Sample Clauses

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. 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. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the Nevada Revised Statutes ("Nevada Statutes"), at the Closing (as hereinafter defined), the parties shall do the following: (a) OTM shall cause the Shareholders to convey, assign, and transfer the Ownership Interest to NAS by delivering to NAS executed and transferable share certificates endorsed in blank (or accompanied by duly executed stock powers endorsed in blank) in proper form for transfer. The Ownership Interest transferred to NAS at the Closing shall constitute 100% of the issued and outstanding shares of capital stock, both common and preferred, of OTM. (b) As consideration for its acquisition of the Ownership Interest, NAS shall issue the Exchange Shares to the Shareholders in the denominations set forth on Schedule 1.01(b) hereto by delivering book entry records and/or share certificates to the Shareholders evidencing the Exchange Shares (the "Exchange Shares Certificates"). (c) For federal income tax purposes, the Share 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 the 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 NAS or OTM has taken or failed to take, and after the Effective Time (as defined below), NAS 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.

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, at the Closing, BP (and FCB shall cause BP to) and each Bridgeburg Minority Shareholder shall contribute or cause to be contributed all of the issued and outstanding Bridgeburg Shares owned by it to TopCo in return for 15,000 newly-issued TopCo Ordinary Shares for each Bridgeburg Share contributed (the “Share Consideration”) by, among other things (i) entering with TopCo into a contribution agreement (the “Share Contribution Agreement”) and a notarial deed of issue of shares in TopCo governed by Dutch Law (and executed by a civil-law notary officiating in the Netherlands) (the “Dutch Deed of Issue”), under which TopCo will issue to each such holder of Bridgeburg Shares their respective Share Consideration in return for the contribution by each such holder of Bridgeburg Shares of all of the issued and outstanding Bridgeburg Ordinary Shares owned by it, and (ii) immediately following the execution of the Dutch Deed of Issue, entering with TopCo into a notarized “transfer deed” governed by Spanish Law, in a form and substance reasonably satisfactory to Mountain (the “Spanish Transfer Deed”), under which BP will (and FCB shall cause BP to) and each Bridgeburg Minority Shareholder will assign and transfer to TopCo all of the issued and outstanding Bridgeburg Shares owned by such holders of Bridgeburg Shares in fulfilment of the obligations of such holders of Bridgeburg Shares under the Share Contribution Agreement and the Dutch Deed of Issue to pay up the respective TopCo Ordinary Shares by payment in kind (the transactions contemplated by this Section 2.1(c), the “Share Exchange”). For the avoidance of doubt, the Parties hereby agree that the Share Consideration, Merger Consideration and other consideration mechanics in this Agreement (including Article II) shall assume a pre-money valuation of the Business of $900 million, $10.00 per share price of TopCo Ordinary Shares at the Closing, and that BP shall receive 67.95 million TopCo Ordinary Shares in exchange for the Bridgeburg Ordinary Shares owned by it pursuant to the Share Exchange at the Closing.

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 $713 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 Acquiree Shareholders shall sell, transfer, convey, assign and deliver 170.14 shares of Acquiree Common Stock (the “Acquiree Shares”), representing all of the issued and outstanding shares of Acquiree Common Stock, to the Acquiror, and in consideration therefor, subject to Section 2.2, the Acquiror shall issue an aggregate of 16,675,000 fully paid and nonassessable shares of Acquiror Common Stock (the “Acquiror Shares”) to the Acquiree Shareholders in the amounts set forth beside the name of each such Acquiree Shareholder on Schedule I hereto (the “Share Exchange”).

Share Exchange. At the Closing, (i) the Acquiree Shareholder shall transfer ten (10) shares of the Shares, representing ten percent (10%) of the issued and outstanding Ordinary Shares of the Acquiree, to the Acquiror and (ii) in consideration therefor, subject to Section 2.02, Acquiror shall issue an aggregate of 16,600,000 fully paid and nonassessable shares of Acquiror Common Stock to the Acquiree Shareholder (the “Share Exchange”).