Common use of Share Exchange Clause in Contracts

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.

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 issuedissued as set forth in the Notice of Exchange) 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 the Corporation 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 issuedissued as set forth in the Notice of Exchange) 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 issuedissued as set forth in the Notice of Exchange). To the extent the Deliverable Common Stock is settled through the facilities of The Depository Trust Company, RocketCo willthe Corporation shall, subject to Section 2.02(d)(iii11.02(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, RocketCothe Corporation, upon the written request of the Holder thereof 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 the Corporation will such information in its possession as RocketCo the Corporation may reasonably request in connection with the removal of any such legend.

Share Exchange. In the case of a Share Exchange, (i) the Exchanging Holder (or other Person(s) whose name or names in which the shares of Deliverable Common Stock is to be issuedissued as set forth in the Notice of Exchange) shall be deemed to be a holder of such shares 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 Date, the close of business on the Business Day immediately following the Exchange Date), RocketCo Corporation shall deliver or cause to be delivered to the Exchanging Holder (or other Person(s) whose name or names in which the shares of Deliverable Common Stock is are to be issued) issued as set forth in the Notice of Exchange), 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 such shares of Deliverable Common Stock is are to be issuedissued as set forth in the Notice of Exchange). The Corporation shall use commercially reasonable efforts to deliver or to cause such delivery to occur no later than the close of business on the 5th Business Day immediately following the Exchange Date. To the extent that the issuance of shares of Deliverable Common Stock is settled through the facilities of The Depository Trust Company, RocketCo willthe Corporation shall, subject to Section 2.02(d)(iii11.02(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 such shares of 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, RocketCothe Corporation, upon the written request of the Holder thereof 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 the Corporation will such information in its possession as RocketCo the Corporation may reasonably request in connection with the removal of any such legend.

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 Pubco 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 Pubco 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 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, met or (iii) the legend (or a portion thereof) otherwise ceases to be applicable, RocketCoPubco, 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 Pubco with such information in its possession as RocketCo Pubco may reasonably request in connection with the removal of any such legend.

Share Exchange. In (a) Subject to the case terms and provisions set forth in this Agreement, each share of a NextPhase Common Stock issued and outstanding immediately prior to the Effective Time shall, automatically and without any further action of the NextPhase Shareholders or the Company be exchanged for one (1) share of Company Common Stock. (b) If any NextPhase Shareholder is entitled to receive fractional shares of Purchaser Common Stock pursuant to the Share Exchange, , such holder instead will be entitled to receive (i) the Exchanging Holder (or other Person(s) whose name or names in which the Deliverable one whole share of Company Common Stock is in lieu of such fractional share if such holder would have otherwise been entitled to receive or purchase one-half or more of a share of Company Common Stock; and (ii) otherwise such holder shall not be issued) shall be deemed entitled to be a holder of Deliverable Common Stock from and after the close of business on the Exchange Datereceive or purchase any additional shares or fractional shares. (iic) Subject to the provisions hereof, each outstanding certificate or certificates held by a NextPhase Shareholder theretofore representing shares of NextPhase Shares, and theretofore surrendered by such holder to the Company or its transfer agent for cancellation, shall be entitled to receive in exchange therefor (i) as promptly as practicable on or after the Exchange Date Effective Time, certificates representing that NextPhase Shareholder's proportionate number of shares of Company Common Stock for each share of NextPhase Common Stock surrendered, as is specified in Section 2.1(a) hereof. If the shares of Company Common Stock (but not later than the close of business on the Business Day immediately following the Exchange Date), RocketCo shall deliver or cause any portion thereof) are to be delivered to any person other than the Exchanging Holder (person in whose name the certificate or certificates representing the NextPhase Common Stock surrendered in exchange therefor are registered, in addition to any other requirements of applicable law, it shall be a condition to such exchange that the certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person requesting such exchange shall pay to the Company or its transfer agent any transfer or other Person(staxes required by reason of the delivery of Company Common Stock to a person other than the registered holder of the certificate or certificates surrendered, or shall establish to the satisfaction of the Company or its transfer agent that such tax has been paid or is not applicable. (d) whose name or names in which the Deliverable The Company Common Stock is being issued hereunder in a private transaction exempt from registration under Section 5 of the Securities Act, pursuant to Section 4(2) of the Securities Act, and accordingly such shares of Company Common Stock may not be issuedsold or otherwise transferred or disposed of by the holders thereof unless they are registered under the Securities Act or unless an exemption from such registration is available. Accordingly, a restrictive legend will be placed on any instruments, certificates or other documents evidencing such shares of Company Common Stock in, or substantially in, the following form: "The shares represented by this certificate have not been registered under the Securities Act of 1933. These shares have been acquired for investment and not for distribution. They may not be sold, assigned, mortgaged, pledged, hypothecated, transferred or otherwise disposed of without an effective registration statement for such shares under the Securities Act of 1933 or an opinion of counsel for the Company that registration is not required under such Act." (e) Unless and until outstanding certificates representing shares of NextPhase Common Stock prior to the Effective Time shall be surrendered as provided in Section 2.1(c) hereof, dividends and other distributions, if any (including, without limitation, any shares issuable in connection with stock split-ups or other recapitalizations), payable as of any date subsequent to the Effective Time to the holders of record of shares of Company Common Stock shall not be paid to the holders of such certificates, but in the case of each such certificate which shall be so surrendered: (i) there shall be paid, upon such surrender, to the record holder of the certificate for shares of Company Common Stock issued in exchange therefor, the full amount, without any interest thereon, of the dividends and any other distributions (including, without limitation, any shares issued in connection with stock split-ups or other recapitalizations) referred to above which theretofore became payable with respect to the number of shares of Deliverable Company Common Stock deliverable upon represented by such Exchangecertificate; and (ii) there shall be paid to such record holder, registered in on the name payment date therefor, the amount of any such dividend or other distribution with respect to such number of shares, if the record date for the determination of the stockholders entitled to such dividend or other distribution shall be prior to the surrender of such Holder (or other Person(s) whose name or names in which certificate but the Deliverable Common Stock is to payment date of such dividend shall 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 subsequent 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 Holdersurrender. (iiif) If Promptly after the shares Effective Time, the Company's transfer agent shall mail to each holder of Deliverable certificates that immediately prior to the Effective Time represented NextPhase Common Stock issued upon an Exchange are not issued pursuant to a registration statement that has been declared effective by the Securities form of letter of transmittal and Exchange Commission, instructions for use in surrendering such shares shall bear a legend certificates and receiving Company Common Stock 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 THEREFROMexchange therefor. (ivg) if (i) any shares No holder of Deliverable NextPhase Common Stock may be sold pursuant to a registration statement that has been declared effective by the Securities and Exchange Commission, (ii) all shall have any of the applicable conditions rights of Rule 144 are met, or (iii) the legend (or a portion thereof) otherwise ceases to be applicable, RocketCo, upon the written request stockholder 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 Company with respect to which Company Common Stock to be issued in 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 share exchange hereunder until the removal of any such legendEffective Time.

Share Exchange. In The manner and basis of the case Share Exchange will be as follows: (a) At the Effective Time (as defined below), all current stockholders of a SIGNATURE (the “Current Signature Shareholders”) will have the right to exchange their shares of common stock, no par value, of SIGNATURE (the “Signature Common Stock”) for newly-issued shares of common stock, $0.0001 par value, of LUMMI (the “Newly-Issued Lummi Common Stock”), in the manner provided herein. Notwithstanding the foregoing, any Current Signature Shareholder not desiring to exchange shares will be entitled to dissenters’ rights as provided in the GBCC. Any Current Signature Shareholder who does not exercise dissenters’ rights as provided in the GBCC will be deemed to have consented to the Share Exchange,. (b) At the Effective Time, LUMMI will, without any further action on its part or on the part of the Signature Shareholders, automatically and by operation of law acquire and become the owner for all purposes of all the then issued and outstanding shares of Signature Common Stock and will be entitled to have issued to it by SIGNATURE a certificate or certificates representing the Signature Common Stock. Thereafter, (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 SIGNATURE will be a holder wholly-owned subsidiary of Deliverable LUMMI, and (ii) LUMMI will have full and exclusive power to vote the Signature Common Stock from Stock, to receive dividends thereon and after the close to exercise all rights of business on the Exchange Datean owner thereof. (c) At the Effective Time, all previously issued and outstanding certificates representing shares of Signature Common Stock (the “Signature Certificates”) will automatically and by operation of law cease to represent shares of Signature Common Stock or any interest therein. Thereafter, (i) no holder of a Signature Certificate will be entitled to vote the shares of Signature Common Stock formerly represented by such certificate, or to receive dividends thereon, or to exercise any other rights of ownership in respect thereof, and (ii) each Current Signature Shareholder will be obligated to surrender all Signature Certificates in accordance with Article IV below. (d) At the Effective Time (and subject to the Signature Shareholders’ obligation to surrender Signature Certificates), LUMMI will become obligated to (i) issue to each Current Signature Shareholder who does not elect to exercise dissenters’ rights as promptly as practicable on or after provided in the Exchange Date (but not later than GBCC, that number of shares of Newly-Issued Lummi Common Stock equal to the close same number of business shares of Signature Common Stock held by such Current Signature Shareholder on the Business Day date hereof, and (ii) deliver to each such Current Signature Shareholder one or more share certificates representing such shares of Newly-Issued Lummi Common Stock. (e) Upon or immediately following subsequent to the Exchange issuance of the Newly-Issued Lummi Common Stock (the “Cancellation Date”), RocketCo LUMMI will cancel or cause to be cancelled, from the total issued and outstanding shares of common stock, $0.0001 par value, of LUMMI (the “LUMMI Common Stock”), Sixteen Million Ninety Thousand (16,090,000) such shares (the “Cancelled Shares”), thereby leaving issued and outstanding a total of Nine Million Seventy-Two Thousand (9,072,000) LUMMI shares, exclusive of the Newly-Issued Lummi Common Stock. Additionally, upon the Cancellation Date, all previously issued and outstanding certificates representing the Cancelled Shares will automatically and by operation of law cease to represent shares of LUMMI Common Stock. LUMMI shall deliver and surrender or cause to be delivered and surrendered to the Exchanging Holder Exchange Agent (or other Person(sas defined below) whose name or names in which for cancellation all certificates representing 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, Cancelled Shares pursuant to the account immediately preceding sentence, together with a letter of the participant of The Depository Trust Company designated by transmittal, duly executed, and 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 other documents as may reasonably be required by the Securities and Exchange Commission, Agent to cancel completely 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 THEREFROMcertificates. (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.