Share Exchange Transactions Clause Samples
A Share Exchange Transactions clause defines the terms and conditions under which shares of one company are exchanged for shares of another, typically as part of a merger, acquisition, or corporate restructuring. This clause outlines the exchange ratio, the process for surrendering old shares and receiving new ones, and any adjustments for fractional shares or other contingencies. Its core practical function is to provide a clear and enforceable framework for the transfer of ownership interests, ensuring all parties understand how shares will be exchanged and helping to prevent disputes during complex corporate transactions.
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.
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 ▇▇▇▇▇ & ▇▇▇ ▇▇▇▇▇▇ LLP (the “Closing Agent”) certificates representing the Moneytech Shares, to the extent the Moneytech Shares are repres...
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”).
Share Exchange Transactions