Share Exchanges. 2 Shares.........................................................................1
Share Exchanges. The Share Exchanges shall have been consummated concurrently with one another immediately prior to the Effective Time.
Share Exchanges. In accordance with the Subscription Agreement, and in exchange for all of the then-issued and outstanding shares of capital stock of Xxxxxxx’x Brand (the “Xxxxxxx’x Brand Capital Stock”), Isodiol shall issue on the Closing Date (as defined below) the number of fully paid and nonassessable shares of voting Isodiol common stock, no par value equal to Three Hundred Eighty Thousand U.S. Dollars (US$380,000) (hereinafter called “Isodiol Common Stock”).
Share Exchanges. The Share Exchanges with VHA and UHC shall have been consummated in accordance with the terms of the Exchange Agreements.
Share Exchanges. Upon the terms and subject to the satisfaction of the conditions precedent contained in this Agreement, each of the shareholders of the Corporate Targets shall exchange their respective Target Common Shares for Acquiror Common Shares. The Share Exchanges shall be effected pursuant to the provisions of and with the effect provided in the Indiana Business Corporation Law (the "BCL") and the Nevada General Corporation Law (the "NCL").
Share Exchanges. (a) Following, and conditional upon, the Company Shareholders approving the Amalgamation Resolution, all holders of Company Common Shares may, at their option, complete a Share Purchase Agreement in the form attached hereto as Schedule “A”, providing for the exchange of their Company Common Shares for the Consideration, subject to Section 2.06, on the terms and conditions set out therein (a “Share Exchange”, and collectively, the “Share Exchanges”) at any time up to the date that is two Business Days prior to the Effective Date. Company Common Shareholders who elect to complete a Share Exchange are referred to hereinafter as “Electing Company Common Shareholders”.
(b) Electing Company Common Shareholders shall receive the same amount of Consideration, on a pro rata basis and subject to Section 2.06, as all other Company Shareholders as part of the Business Combination.
(c) The Share Exchanges shall be completed immediately prior to the Effective Time. All Company Common Shareholders who are not Electing Company Common Shareholders shall have their Company Common Shares exchanged pursuant to Section 2.02(g).
(d) No fractional Purchaser Shares shall be issued upon the exchange of the Company Common Shares in the Share Exchanges; the number of Purchaser Shares to be received by an Electing Company Common Shareholder will be rounded up to the nearest whole Purchaser Share, in the event that the Electing Company Common Shareholder is entitled to receive a fractional share representing 0.5 or more of a Purchaser Share and be rounded down to the nearest whole Purchaser Share, in the event that the Electing Company Common Shareholder is entitled to receive a fractional share representing less than 0.5 of a Purchaser Share.
(e) No fractional cents shall be delivered upon the exchange of the Company Common Shares in the Share Exchanges; the number of cents to be received by an Electing Company Common Shareholder will be rounded up to the nearest whole cent, in the event that the Electing Company Common Shareholder is entitled to receive a fractional cent representing 0.5 or more of a cent and be rounded down to the nearest whole cent, in the event that the Electing Company Common Shareholder is entitled to receive a fractional cent representing less than 0.5 of a cent.
(f) Purchaser or the Company shall be entitled to deduct or withhold from any Consideration otherwise payable pursuant to the Share Exchanges to any Electing Company Common Shareholder such amounts as...
Share Exchanges. (a) Creation of New Journal. By this Agreement, the Family Shareholders are agreeing to join with JESTA in the creation of New Journal. For their part, subject to the terms and conditions hereof, the Family Shareholders are agreeing contribute to New Journal (i) their shares of JCI and (ii) their rights under JESTA, including, in particular, their option rights under Sections 21 and 24 thereof, all simultaneously with JESTA's contribution of its shares of JCI, as set forth in Section 3.1(b) and Section 3.1(c) below.
Share Exchanges. In accordance with Isodiol's standard form of Subscription Agreement, and in exchange for all of the issued and outstanding shares of capital stock of CN Pharma as of the Closing Date (as defined below) (the “Target Shares”), Isodiol shall issue on the Closing Date an amount of fully paid and nonassessable shares of voting Isodiol common stock equal to Six Million Canadian Dollars (CAD$6,000,000) (hereinafter called the "Isodiol Shares").
Share Exchanges. In case of any reclassification of the Common Stock, or any compulsory share exchange pursuant to which the Common Stock is converted into other securities, cash or property (other than compulsory share exchanges which constitute Change of Control transactions), the Holders of the Notes then outstanding shall have the right thereafter to convert such shares only into the shares of stock and other securities, cash and property receivable upon or deemed to be held by holders of Common Stock following such reclassification or share exchange, and the Holders shall be entitled upon such event to receive such amount of securities, cash or property as a holder of the number of shares of Common Stock of the Company into which such shares of Notes could have been converted immediately prior to such reclassification or share exchange would have been entitled. This provision shall similarly apply to successive reclassifications or share exchanges.
Share Exchanges. Immediately following the Interim Closing, the following share exchanges shall take place:
(a) Each GM Investor shall deliver to Holding Partnership the number of Trust I Class B Preferred Shares set forth opposite its name on Schedule 2.3A, in exchange for, and Holding Partnership shall deliver to such GM Investor, an equal number of Trust II Class A Preferred Shares, as set forth on Schedule 2.3A; and
(b) Each GM Investor shall deliver to Holding Partnership the number of Trust I Class B Common Shares set forth opposite its name on Schedule 2.3B, in exchange for, and Holding Partnership shall deliver to such GM Investor, an equal number to Trust II Class A Common Shares, as set forth on Schedule 2.3B; and then
(c) Holding Partnership shall deliver to Hines Investor the number of Trust I Class A Preferred Shares set forth opposite its name on Schedule 2.3C in exchange for, and Hines Investor shall deliver to Holding Partnership, an equal number of Trust II Class A Preferred Shares, as set forth on Schedule 2.3C; and
(d) Hines Investor shall deliver to Holding Partnership the number of Trust I Class A Common Shares set forth opposite its name on Schedule 2.3C, in exchange for, and Holding Partnership shall deliver to Hines Investor, an equal number of Trust II Class A Common Shares, as set forth on Schedule 2.3C.
