Common use of Share Exchange Clause in Contracts

Share Exchange. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the Consolidated Laws of New York, Business Corporation (“New York Statutes”), at the Closing, the parties shall do the following: (a) The Selling Shareholders will sell, convey, assign, and transfer the Shares to Pubco by delivering to Pubco a stock certificate issued in the name of Pubco evidencing the Shares (the “Shares Certificate”). The Shares transferred to Pubco at the Closing shall constitute 100% of the issued and outstanding equity interests of the Company; and (b) As consideration for its acquisition of the Shares, Pubco shall issue the Exchange Shares to the Selling Shareholders by delivering share certificates registered in the name of the Selling Shareholders, or their nominees, evidencing the Exchange Shares (the “Exchange Shares Certificates”) in such percentages attributable to each Selling Shareholder as set forth on Exhibit A hereto. The Exchange Shares issued shall equal no less than 99.0% of the outstanding shares of Pubco’s common stock at the time of Closing. (c) For federal income tax purposes, the Exchange is intended to constitute a “reorganization” within the meaning of Section 368 of the Code, and the parties shall report the transactions contemplated by this Agreement consistent with such intent and shall take no position in any Tax filing or legal proceeding inconsistent therewith. The parties to this Agreement hereby adopt this Agreement as a “plan of reorganization” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations. None of Pubco, the Company, Platinum Beijing or the Selling Shareholders have taken or failed to take, and after the Effective Time, Pubco shall not take or fail to take, any action which reasonably could be expected to cause the Exchange to fail to qualify as a “reorganization” within the meaning of Section 368(a) of the Code.

Share Exchange. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the Consolidated Laws of New York, Business Corporation Delaware Revised Statutes (“New York Delaware Statutes”), at the ClosingClosing (as hereinafter defined), the parties shall do the following: (a) The Selling : VAPARIA shall cause the VAPARIA Shareholders will sell, to convey, assign, and transfer the Shares Ownership Interest to Pubco OICco by delivering to Pubco a OICco executed and transferable share certificates endorsed in blank (or accompanied by duly executed stock certificate issued powers endorsed in the name of Pubco evidencing the Shares (the “Shares Certificate”)blank) in proper form for transfer. The Shares Ownership Interest transferred to Pubco OICco at the Closing shall constitute a 100% of the issued and outstanding equity interests shares of the Company; and (b) capital stock, both common and preferred, of VAPARIA. As consideration for its acquisition of the SharesOwnership Interest, Pubco OICco shall issue the Exchange Shares to the Selling VAPARIA Shareholders in the denominations set forth on Schedule 1.01(b) hereto by delivering book entry records and/or share certificates registered in to the name of the Selling Shareholders, or their nominees, VAPARIA Shareholders evidencing the Exchange Shares (the “Exchange Shares Certificates”) in such percentages attributable to each Selling Shareholder as set forth on Exhibit A hereto). The Exchange Shares issued shall equal no less than 99.0% of the outstanding shares of Pubco’s common stock at the time of Closing. (c) For federal income tax purposes, the Share Exchange is intended to constitute a “reorganization” within the meaning of Section 368 of the Code, and the parties shall report the transactions contemplated by the this Agreement consistent with such intent and shall take no position in any Tax tax filing or legal proceeding inconsistent therewith. The parties to this Agreement hereby adopt this Agreement as a “plan of reorganization” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations. None of Pubco, the Company, Platinum Beijing OICco or the Selling Shareholders have VAPARIA has taken or failed to take, and after the Effective TimeTime (as defined below), Pubco OICco shall not take or fail to take, any action which reasonably could be expected to cause the Exchange to fail to qualify as a “reorganization” within the meaning of Section 368(a) of the Code.

Share Exchange. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the Consolidated Laws of New York, Business Corporation Delaware Revised Statutes (“New York Delaware Statutes”), at the ClosingClosing (as hereinafter defined), the parties shall do the following: (a) The Selling CHAMPION shall cause the CHAMPION Shareholders will sell, to convey, assign, and transfer the Shares Ownership Interest to Pubco OICco by delivering to Pubco a OICco executed and transferable share certificates endorsed in blank (or accompanied by duly executed stock certificate issued powers endorsed in the name of Pubco evidencing the Shares (the “Shares Certificate”)blank) in proper form for transfer. The Shares Ownership Interest transferred to Pubco OICco at the Closing shall constitute at 100% of the issued and outstanding equity interests shares of the Company; andcapital stock of CHAMPION. (b) As consideration for its acquisition of the SharesOwnership Interest, Pubco OICco shall issue the Exchange Shares to the Selling CHAMPION Shareholders in the denominations set forth on Schedule 1.01(b) hereto by delivering share certificates registered in to the name of the Selling Shareholders, or their nominees, CHAMPION Shareholders evidencing the Exchange Shares (the “Exchange Shares Certificates”) in such percentages attributable to each Selling Shareholder as set forth on Exhibit A hereto. The Exchange Shares issued shall equal no less than 99.0% of the outstanding shares of Pubco’s common stock at the time of Closing). (c) For federal income tax purposes, the Share Exchange is intended to constitute a “reorganization” within the meaning of Section 368 of the Code, and the parties shall report the transactions contemplated by the this Agreement consistent with such intent and shall take no position in any Tax tax filing or legal proceeding inconsistent therewith. The parties to this Agreement hereby adopt this Agreement as a “plan of reorganization” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations. None of Pubco, the Company, Platinum Beijing OICco or the Selling Shareholders have CHAMPION has taken or failed to take, and after the Effective TimeTime (as defined below), Pubco OICco shall not take or fail to take, any action which reasonably could be expected to cause the Share Exchange to fail to qualify as a “reorganization” within the meaning of Section 368(a) of the Code.

Share Exchange. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the Consolidated Laws of New York, Business Corporation Nevada Revised Statutes (“New York Statutes“ Nevada Statutes ”), at the ClosingClosing (as hereinafter defined), the parties shall do the following: (a) The Selling MEDIX shall cause the Shareholders will sell, to convey, assign, and transfer the Shares Ownership Interest to Pubco MDXL by delivering to Pubco a MDXL executed and transferable share certificates endorsed in blank (or accompanied by duly executed stock certificate issued powers endorsed in the name of Pubco evidencing the Shares (the “Shares Certificate”)blank) in proper form for transfer. The Shares Ownership Interest transferred to Pubco MDXL at the Closing shall constitute 100% of the issued and outstanding equity interests shares of the Company; andcapital stock of MEDIX. (b) As consideration for its acquisition of the SharesOwnership Interest, Pubco MDXL shall issue the Exchange Shares to the Selling Shareholders by delivering book entry records and/or share certificates registered in to the name of the Selling Shareholders, or their nominees, Shareholders evidencing the Exchange Shares (the ““ Exchange Shares CertificatesCertificates ”) in such percentages attributable to each Selling Shareholder as set forth on Exhibit A hereto. The Exchange Shares issued shall equal no less than 99.0% of the outstanding shares of Pubco’s common stock at the time of Closing). (c) For federal income tax purposes, the Share Exchange is intended to constitute a “reorganization” within the meaning of Section 368 of the Code, and the parties shall report the transactions contemplated by this Agreement consistent with such intent and shall take no position in any Tax tax filing or legal proceeding inconsistent therewith. The parties to this Agreement hereby adopt this Agreement as a “plan of reorganization” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations. None of Pubco, the Company, Platinum Beijing MDXL or the Selling Shareholders have MEDIX has taken or failed to take, and after the Effective TimeTime (as defined below), Pubco MDXL shall not take or fail to take, any action which reasonably could be expected to cause the Exchange to fail to qualify as a “reorganization” within the meaning of Section 368(a) of the Code.