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 Nevada Revised Statutes ("Nevada Statutes"), at the Closing (as hereinafter defined), the parties shall do the following: (a) OTM shall cause the Shareholders to convey, assign, and transfer the Ownership Interest to NAS by delivering to NAS executed and transferable share certificates endorsed in blank (or accompanied by duly executed stock powers endorsed in blank) in proper form for transfer. The Ownership Interest transferred to NAS at the Closing shall constitute 100% of the issued and outstanding shares of capital stock, both common and preferred, of OTM. (b) As consideration for its acquisition of the Ownership Interest, NAS shall issue the Exchange Shares to the Shareholders in the denominations set forth on Schedule 1.01(b) hereto by delivering book entry records and/or share certificates to the Shareholders evidencing the Exchange Shares (the "Exchange Shares Certificates"). (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 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 NAS or OTM has taken or failed to take, and after the Effective Time (as defined below), NAS 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 Nevada Revised Statutes ("“Nevada Statutes"”), at the Closing (as hereinafter defined), the parties shall do the following: (a) OTM TURNKEY shall cause the Shareholders to convey, assign, and transfer the Ownership Interest to NAS TTHX by delivering to NAS TTHX executed and transferable share certificates endorsed in blank (or accompanied by duly executed stock powers endorsed in blank) in proper form for transfer. The Ownership Interest transferred to NAS TTHX at the Closing shall constitute 100% of the issued and outstanding shares of capital stock, both common and preferred, stock of OTMTURNKEY. (b) As consideration for its acquisition of the Ownership Interest, NAS TTHX shall issue the Exchange Shares to the Shareholders in the denominations set forth on Schedule 1.01(b) hereto by delivering book entry records and/or share certificates to the Shareholders evidencing the Exchange Shares (the "“Exchange Shares Certificates"”). (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 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 NAS TTHX or OTM TURNKEY has taken or failed to take, and after the Effective Time (as defined below), NAS TTHX 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 Nevada Revised Statutes ("“Nevada Statutes"”), at the Closing (as hereinafter defined), the parties shall do the following: (a) OTM shall cause the Shareholders to The Selling Shareholder will sell, convey, assign, and transfer the Ownership Interest Shares to NAS Pubco by delivering to NAS executed and transferable share certificates endorsed Pubco a stock certificate issued in blank the name of Pubco evidencing the Shares (or accompanied by duly executed stock powers endorsed in blank) in proper form for transferthe “Shares Certificate”). The Ownership Interest Shares transferred to NAS Pubco at the Closing shall constitute 100% of the issued and outstanding shares equity interests of capital stock, both common and preferred, of OTM.the Company; and (b) As consideration for its acquisition of the Ownership InterestShares, NAS Pubco shall issue the Exchange Shares to the Shareholders Selling Shareholder by delivering a share certificate registered in the denominations set forth on Schedule 1.01(b) hereto by delivering book entry records and/or share certificates to name of the Shareholders Selling Shareholder or his nominees evidencing the Exchange Shares (the "“Exchange Shares Certificates"Certificate”). The Exchange Shares issued shall equal no less than twenty-five percent (25%) 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 NAS Pubco, the Company, XYT, or OTM the Selling Shareholder has taken or failed to take, and after the Effective Time (as defined below)Time, NAS 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 Nevada Revised Statutes ("Nevada Statutes"), at the Closing (as hereinafter defined), the parties shall do the following: (a) OTM shall cause the Shareholders to convey, assign, and transfer the Ownership Interest to NAS by delivering to NAS executed and transferable share certificates endorsed in blank (or accompanied by duly executed stock powers endorsed in blank) in proper form for transfer. The Ownership Interest transferred to NAS at the Closing shall constitute 100% of the issued and outstanding shares of capital stock, both common and preferred, stock of OTM. (b) As consideration for its acquisition of the Ownership Interest, NAS shall issue the Exchange Shares to the Shareholders in the denominations set forth on Schedule 1.01(b) hereto by delivering book entry records and/or share certificates to the Shareholders evidencing the Exchange Shares (the "Exchange Shares Certificates"). (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 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 NAS or OTM has taken or failed to take, and after the Effective Time (as defined below), NAS 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.