Share Exchange Transactions Sample Clauses

Share Exchange Transactions. The parties acknowledge that immediately prior to the consummation of the transactions contemplated by this Agreement, the Company will issue shares of its Series M preferred stock (the “Series M Preferred Stock”) to Chine Victory Profit Limited, incorporated in the British Virgin Islands (“Chine Victory”), pursuant to that certain Share Exchange Agreement dated as of September 29, 2010 by and among the Company and the controlling stockholders of the Company, Chine Victory and shareholders of Chine Victory (the “Share Exchange Agreement”). Upon consummation of the transactions contemplated by the Share Exchange Agreement, Chine Victory, together with its subsidiaries, will become the wholly owned subsidiaries of the Company (the “Share Exchange Transaction”). The Series M Preferred Stock shall convert into 8,639,651 shares of Common Stock of the Company automatically upon the effectiveness of the Reverse Split.
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Share Exchange Transactions. The closing (“Closing”) of the Share Exchange contemplated hereby shall take place at such date and time (the “Closing Date”) as is reasonably practicable after the conditions to Closing contained herein are satisfied and as agreed upon by the parties. Each of the parties hereto agrees to take such reasonable actions as are appropriate to effect the following transactions as soon as practicable (the “Transactions”) following the execution and delivery of this Agreement. Each of the equity securities shall be duly endorsed for transfer or with executed stock powers medallion guaranteed attached to be released, surrendered, and delivered: (a) If the Contribution has not been completed prior to Closing, Source shall transfer, deliver, and assign the Source Assets to Wiki Sub pursuant to the Contribution Agreement. In connection with the transfer of the Source Assets to Wiki Sub, Source shall take all action necessary to effect such transfer as soon as practicable after the Execution Date, in particular attaining consent to assign those Source Assets, for which consent to transfer is required. To the extent a consent to the transfer of a Source Asset or contract is required and is not obtained prior to the Closing, Wiki Sub shall take such actions as Source may request to obtain such request and, at its election, Source shall continue to hold such asset and such contract shall be performed by Wiki Sub as the agent of Source and, as between Source and Wiki Sub, the economic benefit or burden associated with such asset or contract shall be enjoyed by or borne by Wiki Sub. (b) Wiki Sub shall execute and deliver an instrument of assumption whereby it assumes all liabilities related to the Source Assets and the operation of the business conducted with the Source Assets and agrees to indemnify Source against all claims and liabilities arising out of or related to the Source Assets and the operation of the business conducted with the Source Assets. In connection therewith, Wiki Sub will deliver to Source an instrument executed by Galileo Management S. A., wherein Galileo agrees to look only to Wiki Sub for any monetary amounts, to the exclusion of any shares of Source Stock, due pursuant to the Investment Advisory Agreement between Source and Galileo dated November 2012. (c) The Moneytech Shareholders shall transfer and deliver to Xxxxx & Xxx Xxxxxx LLP (the “Closing Agent”) certificates representing the Moneytech Shares, to the extent the Moneytech Shares are repres...
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Share Exchange Transactions. 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 City Zone Holdings Limited, incorporated in the British Virgin Islands (“City Zone”), pursuant to that certain Share Exchange Agreement dated as of April [__], 2010 by and among the Company and the controlling stockholders of the Company, City Zone and shareholders of City Zone (the “Share Exchange Agreement”). Upon consummation of the transactions contemplated by the Share Exchange Agreement, City Zone, together with its subsidiaries, will become the wholly owned subsidiaries of the Company (the “Share Exchange Transaction”).
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Share Exchange Transactions 
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Related to Share Exchange Transactions

  • 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 transfer taxes and similar governmental charges, if any) with new certificates (or evidence of book-entry share) for securities of like tenor not bearing the provisions of the legend with respect to which the restriction has terminated. In connection therewith, such Holder shall provide RocketCo will such information in its possession as RocketCo may reasonably request in connection with the removal of any such legend.

  • Off-Exchange Transactions In some jurisdictions, and only then in restricted circumstances, firms are permitted to effect off-exchange transactions. The firm with which you deal may be acting as your counterparty to the transaction. It may be difficult or impossible to liquidate an existing position, to assess the value, to determine a fair price or to assess the exposure to risk. For these reasons, these transactions may involve increased risks. Off-exchange transactions may be less regulated or subject to a separate regulatory regime. Before you undertake such transactions, you should familiarize yourself with applicable rules and attendant risks.

  • Acquisition Transactions The Company shall provide the holder of this Warrant with at least twenty (20) days’ written notice prior to closing thereof of the terms and conditions of any of the following transactions (to the extent the Company has notice thereof): (i) the sale, lease, exchange, conveyance or other disposition of all or substantially all of the Company’s property or business, or (ii) its merger into or consolidation with any other corporation (other than a wholly-owned subsidiary of the Company), or any transaction (including a merger or other reorganization) or series of related transactions, in which more than 50% of the voting power of the Company is disposed of.

  • The Share Exchange 1.1 Purchase and Sale of Shares 1 1.2 Consideration 1 1.3 Company Shareholder Consent 2

  • Shareholder Transactions (i) Process shareholder purchase and redemption orders in accordance with conditions set forth in the Trust's prospectus. (ii) Set up account information, including address, dividend option, taxpayer identification numbers and wire instructions. (iii) Issue confirmations in compliance with Rule 10b-10 under the Securities Exchange Act of 1934, as amended (the "1934 Act"). (iv) Issue periodic statements for shareholders. (v) Process transfers and exchanges. (vi) Act as a service agent and process dividend payments, including the purchase of new shares, through dividend reimbursement. (vii) Record the issuance of shares and maintain pursuant to Rule 17Ad-10(e) of the 1934 Act a record of the total number of shares of each Portfolio which are authorized, based upon data provided to it by the Trust, and issued and outstanding. (viii) Perform such services as are required to comply with Rules 17a-24 and 17Ad-17 of the 1934 Act (the "Lost Shareholder Rules"). (ix) Administer and/or perform all other customary services of a transfer agent.

  • The Merger On the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(h) of the DGCL), Merger Sub shall be merged with and into the Company at the Effective Time. At the Effective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation (the “Surviving Corporation”).

  • Pre-Closing Transactions Prior to the purchase of the Initial Securities on the Closing Date, the Pre-Closing Transactions shall have been duly consummated at the respective times and on the terms contemplated by this Agreement, the General Disclosure Package and the Prospectus and the Representatives shall have received such evidence that the Pre-Closing Transactions have been consummated as the Representatives may reasonably request.

  • Formation Transactions The Formation Transactions shall have been or shall be consummated substantially concurrently in accordance with the timing set forth in the respective Formation Transaction Documentation.

  • The Mergers (a) Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL, at the Effective Time, Parent Sub shall be merged with and into the Company. Following the First Company Merger, the separate corporate existence of Parent Sub shall cease, and the Company shall continue as the Surviving Corporation and a direct, wholly owned Subsidiary of Parent. Upon the terms and subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the applicable parties hereto shall file a certificate of merger (the “First Certificate of Merger”) with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”), executed in accordance with the relevant provisions of the DGCL, to effect the First Company Merger. The First Company Merger shall become effective at such time on the Closing Date as the applicable parties hereto shall agree in writing and shall specify in the First Certificate of Merger (the time the First Company Merger becomes effective being the “Effective Time”). (b) Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL and the DLLCA, at the Second Company Merger Effective Time, the Surviving Corporation shall be merged with and into LLC Sub. Following the Second Company Merger, the separate corporate existence of the Surviving Corporation shall cease, and LLC Sub shall be the Surviving Company and a direct, wholly owned Subsidiary of Parent. Upon the terms and subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the applicable parties hereto shall file a certificate of merger (the “Second Certificate of Merger”) with the Delaware Secretary of State, executed in accordance with the relevant provisions of the DGCL and DLLCA, to effect the Second Company Merger. The Second Company Merger shall become effective one minute after the Effective Time (the time the Second Company Merger becomes effective being the “Second Company Merger Effective Time”), which the applicable parties hereto shall specify in the Second Certificate of Merger.

  • Closing Transactions On the terms and subject to the conditions set forth in this Agreement, the following transactions shall occur in the order set forth in this Section 2.1:

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