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.
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. 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. [Remaining page intentionally left blank] EXHIBIT A-1 FORM FOR PURCHASE AND EXCHANGE 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.
Share Exchange Consideration. Upon the terms and subject to the conditions of this Agreement, the Exchanging Shareholders shall receive, as consideration for the Share Exchange of all of the issued and outstanding shares of JRO's Common Stock, par value $ per share ("JRO Common Stock"), shares of the Common Stock, par value $0.00167, of Armitec ("Armitec Common Stock"), such shares of Armitec Common Stock to be issuable at the Closing in accordance with the terms of this Agreement. At the Effective Time, all such shares of Armitec Common Stock shall be duly and validly issued, fully paid and nonassessable.
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. In consideration for the purchase by the Purchaser from Shareholders of any and all of the issued and outstanding Shares of MTKUSA owned and held by the Shareholders of record of MTKUSA as set forth in Section 2 hereinabove, the Purchaser shall pay to the Shareholders of MTKUSA in form of a share exchange with MKHD the same equivalent number of MKHD shares (one-to-one (1:1) basis) in the same series and/or class of stock as owned and held in MTKUSA or such other mutually agreed upon amount of shares, upon the terms and conditions to be set forth in an executed Stock Purchase and Share Exchange Agreement.
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. 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.
