Share Exchange Consideration. 3.1 The Transaction will result in the exchange of all of ASE’s issued and outstanding shares in consideration for newly issued common shares of HoldCo, at an exchange ratio of 1 ASE common share for 0.5 HoldCo common share (the “Exchange Ratio”) (1 ASE American depositary share (each ASE American depositary share currently represents five ASE common shares) shall be exchanged for 1.25 Holdco American depositary shares (each HoldCo American depositary share will represent two HoldCo common shares)). The actual number of ASE’s shares expected to be exchanged under this Transaction will be based on the total number of shares issued by ASE as of the Share Exchange Record Date.
3.2 The Transaction will result in the exchange of each of SPIL’s issued and outstanding shares for the Cash Consideration payable by HoldCo. The actual number of SPIL’s shares to be exchanged under the Transaction will be based on the total amount of shares issued by SPIL and outstanding as of the Share Exchange Record Date. The Cash Consideration will be subject to adjustments if SPIL issues shares or cash dividends during the period from the Execution Date to the Share Exchange Record Date, provided, however, the Cash Consideration shall not be subject to adjustment if the cash dividends distributed by SPIL in 2017 is less than 85% of its after-tax net profit for the year 2016.
3.3 ASE shall, before SPIL’s submission of Schedule 13E-3 to the SEC, confirm with SPIL the types and their composition of ASE’s and HoldCo’s funding sources, and present proof documentation in respect of sources of funding (including, but not limited to, the financing plan and a highly confident letter conforming to market practice issued by bank(s) on the financing of the Transaction) that can demonstrate ASE’s and HoldCo’s abilities to fully pay the Cash Consideration. In addition, ASE and HoldCo shall, no later than three business days after the Share Exchange Record Date, transfer the entire amount of the Cash Consideration to a dedicated capital account opened by SPIL’s stock transfer agency for the purposes of the closing of the Transaction. ASE and HoldCo shall be jointly and severally liable to the foregoing.
3.4 The total registered capital of HoldCo is contemplated to be NT$50,000,000,000, divided into 5,000,000,000 common shares, with a par value of NT$10, to be issued in installments; the total paid-in share capital of HoldCo as of the Share Exchange Record Date upon initial issuance is temporaril...
Share Exchange Consideration. Upon the terms and subject to the conditions of this Agreement, the Oasis Shareholders shall receive, as consideration for the Share Exchange of all of the issued and outstanding shares of Oasis's Common Stock, no par value ("Oasis Common Stock"), shares of the Common Stock, par value $.001, of Rainwire ("Rainwire Common Stock"), such shares of Rainwire Common Stock to be issuable at the Closing in accordance with the terms of this Agreement. At the Effective Time, all such shares of Rainwire Common Stock shall be duly and validly issued, fully paid and nonassessable.
Share Exchange Consideration. 2 Section 2.02. Conversion of Shares............................................2 Section 2.03. Adjustments to Exchange Ratio...................................3 Section 2.04. Shares Held by Oasis............................................3 Section 2.05.
Share Exchange Consideration. In full consideration for the Company Shares, R-Tec shall deliver to each Shareholder at Closing, in exchange for its respective holdings of Company Shares, that number of shares of R-Tec Common determined by multiplying the Company Valuation by each Shareholder's respective ownership percentage of the Company Shares, and dividing the result by $1.00, which the parties acknowledge and agree is the fair market value of shares of R-Tec Common as of the date of this Agreement; provided, however, that in no event will the Shareholders receive less than a total of 400,000 shares of R-Tec Common in the Share Exchange for a minimum Company Valuation of $400,000. By way of example, and not of limitation, if the Company Valuation is $400,000, and each Shareholder's percentage ownership of the Company Shares is 25%, each Shareholder would receive in the share exchange for his Company Shares, 100,000 shares of R-Tec Common ($400,000 x 25% = $100,000 / $1.00 = 100,000 shares of R-Tec Common).
Share Exchange Consideration. At Closing, Merger Sub shall acquire the Exchanged Shares, the aggregate consideration for which (the "Exchange Consideration") shall consist of shares of Headwaters Common Stock and cash, as set out below, subject to the provisions of this Section 1.3:
Share Exchange Consideration. 2 Section 3.02. Conversion of Shares.............................................2 Section 3.03. Shares Held by Admiralty.........................................3 Section 3.04.
Share Exchange Consideration. Upon the terms and subject to the conditions of this Agreement, the Azur Shareholders shall receive, as consideration for the Share Exchange of all of the issued and outstanding shares of Azur's Common Stock, par value $.001 per share ("Azur Common Stock"), shares of the Common Stock, par value $.0001, of Harvest ("Harvest Common Stock"), such shares of Harvest Common Stock to be issuable at the Closing in accordance with the terms of this Agreement. At the Effective Time, all such shares of Harvest Common Stock shall be duly and validly issued, fully paid and nonassessable.
Share Exchange Consideration. The aggregate consideration (the “Exchange Consideration”) issued in exchange for the MGG Membership Interests shall be 50,323,526 OBJE Shares (the “Exchange Shares”) Subject to satisfaction of all applicable securities Laws, the Exchange Shares shall be registered and certificates shall be issued in such names and denominations in accordance with the written instructions of GO; provided that no fraction of an Exchange Share.
Share Exchange Consideration. Sterling has sufficient cash available to fund the Share Exchange Consideration.
Share Exchange Consideration. Pursuant to the terms and conditions of the share exchange contemplated in this Agreement, the Shareholders agree to sell a total of Three Hundred Twenty-Five Thousand Seven Hundred Ten (325,710) shares of Ordinary A Stock in Language Key Asia Ltd (the “LK A Shares”) and Company agrees to purchase all the LK “A” Shares as set forth in this Schedule A, Section 1, hereinabove, in the form of a share exchange in an amount equal to a total of One Million Eight Hundred (1,800,000) shares of Common Stock of Mount Knowledge Holdings, Inc. (the “MKHD Shares”), on a pro-rata basis equivalent to the number of shares of each Shareholder as set forth in one or more executed Form(s) for Purchase and Exchange, attached hereto as Exhibit A-1. Pursuant to the terms and conditions set forth in Schedule A of this Agreement, the undersigned Shareholder agrees to sell a pro-rata number of shares of Ordinary A Stock in LANGUAGE KEY ASIA LTD (the “LK A Shares”) owned and held by Shareholder in exchange for a certain number of Shares of Common Stock in MOUNT KNOWLEDGE HOLDINGS, INC. (the “MKHD Shares”) as set forth hereinbelow. The following represents a Shareholder of record on the Closing Date (the date of execution of this Form for Purchase and Exchange) which owns and/or holds a certain number of LK A Shares to be exchange for MKHD Shares as represented hereinbelow. This form is required to be completed and executed for each Shareholder representing the Shares sold, purchased and exchanged as set forth herein.
