Share Exchange Transaction. Prior to the Closing, the Share Exchange Transaction shall have been consummated.
Share Exchange Transaction. The issuance of Common Stock and certain promissory notes by the Company to the holders of outstanding ordinary shares of the Australia Traffic Network in exchange for all such outstanding ordinary shares of the Australia Traffic Network in the share exchange transaction, as described in the Disclosure Package and the Prospectus (the "Share Exchange Transaction"), has been duly authorized by the Company and has been duly consummated by the Company and each other party to the Share Exchange Transaction. The Share Exchange Transaction does not require any governmental or third party consent or approval. Neither the issuance of Common Stock nor the issuance of promissory notes by the Company in accordance with the Share Exchange Transaction requires registration under the Securities Act and such issuances will not be integrated with the sale of the Common Shares hereunder. Any certificate signed by an officer of the Company and delivered to the Underwriter or to counsel for the Underwriter shall be deemed to be a representation and warranty by the Company to the Underwriter as to the matters set forth therein. The Company acknowledges that the Underwriter and, for purposes of the opinions to be delivered pursuant to Section 6 hereof, counsels to the Company and counsel to the Underwriter, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.
Share Exchange Transaction. 10.1. It is acknowledged that Xxxxx desires to complete the transaction contemplated in this Agreement in a manner which will enable him to defer his Income Taxes in respect of the sale of his portion of the Purchased Shares until he has sold the Paradigm Shares received by him as consideration in that regard. Accordingly, Xxxxx shall have the option (the "Xxxxx Option") which is deemed to have been exercised and accepted by the Purchaser, to require the Purchaser to incorporate a new corporation under the laws of the Province of Ontario (the "Purchaser Subsidiary") which will create a class of exchangeable shares to be issued to Xxxxx in place of his proportionate share of the Paradigm Shares and Stock Options which he would otherwise be entitled to receive pursuant to Article III of this Agreement. Xxxxx'x proportionate share of the Purchased Shares and Stock Options is twenty-seven (27%) percent. The shares to be issued to Xxxxx by the Purchaser Subsidiary shall be subject to provisions, rights and designations contained in the Articles of the Purchaser Subsidiary satisfactory to Xxxxx'x counsel, acting reasonably, and shall provide, inter alia, for the rights on the part of Xxxxx, at his option, to exchange the shares of the Purchaser Subsidiary received by him for an equivalent number of Paradigm Shares as he would otherwise have received pursuant to Article III had Xxxxx received his proportionate share of the Paradigm Shares and Stock Options. Without limiting the generality of the foregoing, the exchangeable shares to be issued to Xxxxx pursuant to the Xxxxx Option shall place Xxxxx, as much as possible, in the same position with respect to receipt of dividends, rights to convert to and sell Paradigm Shares to the same extent as if Xxxxx had received the Paradigm Shares and Stock Options as contemplated pursuant to Article III.
10.2. The Purchaser hereby covenants and agrees to act in good faith to implement the requirements and completion of the transaction contemplated by the Xxxxx Option and the Purchaser shall provide and execute all documentation, confirmations and assurances that may be reasonably required in order to proceed with the completion of the transaction contemplated by the Xxxxx Option. In that regard, and without limiting the generality of the foregoing, the Purchaser shall obtain all necessary regulatory approvals required in order to implement the Xxxxx Option.
10.3. Xxxxx agrees that he shall bear the legal expenses of the Purc...
Share Exchange Transaction. The parties acknowledge that immediately prior to the consummation of the transactions contemplated by this Agreement, the Company will issue shares of its Common Stock to Rise Elite International Limited, a company organized in the British Virgin Islands (“Elite”), pursuant to that certain Share Exchange Agreement dated as of the date hereof by and among the Company and Elite (the “Share Exchange Agreement”), and upon the consummation of the transactions contemplated by the Share Exchange Agreement, World Through Limited, a company organized in the British Virgin Islands and a direct wholly-owned subsidiary of Elite immediately prior to the consummation of the transactions contemplated by the Share Exchange Agreement, will become a wholly-owned subsidiary of the Company (the “Share Exchange Transaction”).
Share Exchange Transaction. (a) On the terms and subject to the conditions set forth in this Agreement, on the Closing Date, NCC shall issue to the Sellers as set forth on Exhibit A attached hereto ( ) fully paid and non-assessable shares of common stock of NCC representing 98.5% of the issued and outstanding shares of common stock of NCC, including any of HSI’s option and warrant holders and holders of convertible debt, in exchange for 100% of HSI’s issued and outstanding shares of capital stock, consisting of 289,599,665 shares of common stock, 73,949,760 shares subject to the stock options and warrants and _22,402,121 shares subject to convertible debt (the “Share Exchange”). On the Closing Date, NCC file amended and restated articles of incorporation and adopt amended and restated bylaws in the forms attached hereto as Exhibit B and the name of NCC shall be changed to “Home School Holdings, Inc.”
(b) On the Closing Date, the Existing Shareholders shall own [[1.5%]] ( ) shares of common stock of NCC representing 1.5% of the issued and outstanding shares of common stock of NCC on a fully-diluted basis, including without limitation, any shares issuable to option and warrant holders and holders of convertible debt or other convertible securities of NCC.
(c) On the Closing Date, HSI shall pay Fifty Thousand Dollars ($50,000) to the Existing Shareholders as purchase price consideration for the Share Exchange (the “Cash Payment”).
(d) On the Closing Date, HSI shall be acquired and shall become a wholly owned subsidiary of NCC and all liabilities and obligations of NCC in existence on the Closing Date shall be paid in full.
Share Exchange Transaction. The parties acknowledge that immediately prior to the consummation of the transactions contemplated by this Agreement, the Company will issue shares of its Common Stock to Magnify Wealth Enterprise Limited organized in the British Virgin Islands (“Magnify Wealth”), pursuant to that certain Share Exchange Agreement dated as of October 31, 2008 by and among Magnify Wealth, Ally Profit Investments Limited, a British Virgin Islands company (“Ally Profit”), the Company and the controlling stockholders of the Company (the “Share Exchange Agreement”). Upon consummation of the transactions contemplated by the Share Exchange Agreement, Ally Profit, together with its subsidiaries, will become the wholly owned subsidiaries of the Company (the “Share Exchange Transaction”).
Share Exchange Transaction. The parties acknowledge that immediately prior to the consummation of the transaction contemplated by this Agreement, the Company will issue shares of its Common Stock to BEFUT International Co., Limited, a company incorporated in the British Virgin Islands (“BVI Co”), pursuant to that certain Exchange Agreement dated as of the date hereof by and among the Company and BVI Co (the “Reverse Merger”). Upon the consummation of the Reverse Merger, Hongkong BEFUT Co., Limited, a company incorporated in Hong Kong (“Hongkong Befut”), will become an indirect wholly-owned subsidiary of the Company which owns Befut Electric (Dalian) Co., Ltd. (“WFOE”), a company incorporated under the laws of the People’s Republic of China (the “PRC”). The parties further acknowledge that WFOE has entered into a series of agreements that establishes an exclusive business relationship with Dalian Befut Wire & Cable Manufacturing Co., Ltd. (“Dalian Befut”), a company incorporated under the laws of the PRC.
Share Exchange Transaction. The parties acknowledge that immediately prior to the consummation of the transactions contemplated by this Agreement at the Initial Closing, the Company will issue not more than 16,607,143 shares of its Common Stock to Kamick Assets Limited, a company organized in the British Virgin Islands (“Kamick”), pursuant to that certain Share Exchange Agreement dated as of the date hereof by and among the Company, Asia Business Management Group Limited, a company organized in the British Virgin Islands, (“ABM”), and Kamick (the “Share Exchange Agreement”), and upon the consummation of the transactions contemplated by the Share Exchange Agreement (i) Shanghai Anhante (Beijing) Medical Technology Co., Ltd. (“WFOE”), a “wholly foreign owned enterprise” organized under the laws of the People’s Republic of China (the “PRC”) and a direct wholly-owned subsidiary of ABM immediately prior to the consummation of the transactions contemplated by the Share Exchange Agreement, will become an indirect wholly-owned subsidiary of the Company (the “Share Exchange Transaction”) and (ii) the capital structure of the Company will be as set forth on Schedule 1.5 attached hereto.
Share Exchange Transaction. Buyer has advised Seller that subsequent to the Closing, Buyer expects to engage in a share exchange transaction (the "Share Exchange Transaction") with AtHome Holdings, Inc., a Delaware corporation ("AtHome") whereby each one (1) issued and outstanding share of Common Stock will be exchanged for one (1) share of the $______ par value common stock of AtHome (the "AtHome Common Stock"). Accordingly, as a part of the Share Exchange Transaction, the the Buyer Shares shall be exchanged for a like number of shares of the AtHome Common Stock. Likewise, as a part of such Share Exchange Transaction, AtHome shall agree to provide to Seller certain piggyback registration rights (the "Registration Rights Agreement"), the form of which Registration Rights Agreement is attached hereto in Exhibit 7.(a). If for any reason whatsoever, Buyer does not conclude the Share Exchange Transaction within sixty (60) days after the Closing, Buyer shall immediately cause AtHome to issue 400,000 shares of its common stock to Seller in exchange for the Buyer Shares, along with the Registration Rights Agreement, and AtHome shall join in the execution of this Agreement for the purpose of agreeing to same.
Share Exchange Transaction. The parties acknowledge that prior to the consummation of the transactions contemplated by this Agreement, the Company will issue shares of its Common Stock to Gold Industry Limited, a company organized in the Cayman Islands (“Gold Industry”), pursuant to that certain Share Exchange Agreement by and among the Company, Gold Industry and the shareholders of Gold Industry (the “Share Exchange Agreement”), and upon the consummation of the transactions contemplated by the Share Exchange Agreement, Chongqing Ran Ji Industry Co., Ltd., a wholly foreign owned enterprise established under the laws of the People’s Republic of China (“WFOE”), a “wholly foreign owned enterprise” organized under the laws of the People’s Republic of China (the “PRC”) and an indirect wholly-owned subsidiary of Gold Industry immediately prior to the consummation of the transactions contemplated by the Share Exchange Agreement, will become an indirect wholly-owned subsidiary of the Company (the “Share Exchange Transaction”).
