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. At the Closing (and in any event immediately prior to the Effective Time), upon the terms and subject to the conditions of this Agreement, (a) the Rollover Holder hereby shall transfer, exchange and deliver to Merger Sub a number of shares of Company Stock (such shares, the “Company Exchange Stock”) having an aggregate value (valued in the manner set forth below) (the “Exchanged Company Stock Value”) equal to the Allocated Sale Percentage multiplied by the amount equal to the product of (i) 0.35 multiplied by (ii) (A) the Base Purchase Price minus (B) the sum of the Closing Option Consideration, the Closing Restricted Stock Unit Consideration, the aggregate exercise price of the First Tier In-The-Money Options and the Representative Expense Fund) (in the case of the foregoing clauses (A) and (B), as set forth on the Estimated Base Purchase Price Statement (as the same may be revised prior to the Closing in accordance with Section 1.05 of the Merger Agreement)) and (b) in exchange therefor, Merger Sub shall (and Parent agrees to cause Merger Sub to) transfer, exchange and deliver to the Rollover Holder a number of shares of Parent Common Stock (rounding up or down to the nearest whole share), in book-entry form, equal to (i) the Exchanged Company Stock Value divided by (ii) $104.36 (such price, the “Parent Trading Price,” such shares of Parent Common Stock, the “Parent Exchange Shares” and such exchange, the “Share Exchange”). For purposes of the forgoing, each share of Series A Preferred Stock included in the Company Exchange Stock shall be valued at the Series A Per Share Amount, each share of Series A-1 Preferred Stock included in the Company Exchange Stock shall be valued at the Series A-1 Per Share Amount, each share of Series B Preferred Stock included in the Company Exchange Stock shall be valued at the Series B Per Share Amount and each share of Common Stock included in the Company Exchange Stock shall be valued at the Per Share Participating Amount, in each case as set forth on the Estimated Base Purchase Price Statement (as the same may be revised prior to the Closing in accordance with Section 1.05 of the Merger Agreement).
Share Exchange. Effective at 12:01 a.m. (Pacific Time) on the Effective Date and prior to the Effective Time, the shares of the Vendor will be exchanged for shares of the Purchaser as follows:
(a) subject to Articles 3.1(b) and 3.1(c) below, each Membership Equity Share of the Vendor will be exchanged for one fully paid Equity Share of the Purchaser, up to a maximum of 1,000 Equity Shares of the Purchaser per Shareholder;
(b) if any Shareholder of the Vendor holds more than 1,000 Membership Equity Shares of the Vendor or any Shareholder of the Vendor, who is already a member of the Purchaser, would hold more than 1,000 Equity Shares of the Purchaser after the share exchange described above in Article 3.1(a), the Membership Equity Shares of the Vendor in excess of 1,000, either alone or in combination with Equity Shares of the Purchaser held by the Shareholder prior to the share exchange contemplated above (in either case, the “Excess Membership Shares”), will not be exchanged for Equity Shares of the Purchaser. In such case, an amount of $1.00 shall be made available for each of the Excess Membership Shares which is not exchanged for Equity Shares of the Purchaser by depositing such amount in the demand deposit account held with the Purchaser which is in the name of the Shareholder of the Excess Membership Shares not exchanged;
(c) for any Membership Equity Shares of the Vendor which are jointly held by two or more Shareholders, such Membership Equity Shares of the Vendor will be exchanged for an equivalent number of fully paid, jointly held Equity Shares of the Purchaser, which shall be allocated equally among the joint holders, except that:
(i) where an equal allocation of the jointly held Membership Equity Shares among the joint holders would lead to the issuance of fractional shares, the Purchaser will round up or round down the shares exchanged at its discretion in a manner that results in an exchange of non-fractional (i.e., whole) shares;
(ii) in the case of any Membership Equity Shares of the Vendor jointly held by more than four Shareholders, such shares shall be exchanged for individually held Equity Shares of the Purchaser; and, after the share exchange contemplated in this Article 3.1(c), each joint holder of jointly held Membership Equity Shares of the Vendor shall become a member of the Purchaser in the Shareholder’s own right, provided that the Shareholder holds at least five Equity Shares of the Purchaser; and
(d) the unissued shares of the Vendor will not...
Share Exchange. At the Closing, the Acquiree shall sell, transfer, convey, assign and deliver shares of Acquiree Interests, representing 100% of the issued and outstanding shares of common stock of the Acquiree, to the Acquiror, and in consideration therefor the Acquiror shall issue a total of 1,020,000 fully paid and nonassessable shares of Acquiror Series A Preferred Stock or Acquiror Series B Preferred Stock convertible into Acquiror’s Common Stock, par value $0.001, (the “Acquiror Shares”) to the Acquiree Shareholders, as set forth beside the name of each such Acquiree Shareholder on Schedule I hereto (the “Share Exchange”).
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 $697 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.
