Share for Share Exchange the Share for Share Exchange carried out by the Warrantors, the Seller and the Company on 18th July 2013, whereby each of the Warrantors exchanged their shares in the Company for shares in the Seller.
Share for Share Exchange. For purposes of ensuring that the disposition of a portion of Target Shares by each Relevant Vendor meets the conditions set out in subsection 7(1.5) of the Tax Act, each Relevant Vendor shall be deemed for purposes of this Agreement to have sold such number of Target Shares (the "Exchanged Shares") for consideration consisting solely of Consideration Shares (which for greater certainty, shall exclude Contingent Consideration Shares) as is determined by the following formula and rounded to the nearest whole number of Target Shares: Exchanged Shares = A x B/C Where: A is the total number of Target Shares owned by such Relevant Vendor as set out in Exhibit A B is the Consideration Share Amount C is the Closing Statement Purchase Price plus the Contingent Consideration Amount, if an Contingent Consideration Trigger occurs The balance of the Relevant Vendor's Target Shares (being the number of shares represented by variable A above less the number of Exchanged Shares determined pursuant to the formula above, the "Remaining Shares") shall be deemed for purposes of this Agreement to have been sold by the Relevant Vendor for consideration consisting solely of cash and Contingent Consideration Shares, if applicable, and such Relevant Vendor may, at his or her option, elect to make the joint election contemplated by Section 2.12 in respect of the sale of the Remaining Shares.
Share for Share Exchange. No Group Company has been a party to or involved in any share for share exchange nor any scheme of reconstruction or amalgamation as are mentioned in Chapter 4 of Part 19 of the TCA or Section 615 of the TCA under which shares or debentures have-been issued or any transfer of assets effected.
Share for Share Exchange. On the Closing Date, immediately prior to the Closing (i) to the extent not already done, the Initial Shareholder shall cause the Company to adopt the Company Amended Articles and to pass such other resolutions of the Company as may be required in order to effect the Transactions; and (ii) each Seller shall, in exchange for its Pro Rata Share of the Closing Seller Consideration to be settled in accordance with Section 3.01, effect the CorpAcq Sale and sell and transfer such Seller’s CorpAcq Holdco Ordinary Shares to the Company and, accordingly, in connection therewith each Seller shall deliver or cause to be delivered to the Company duly executed transfers in favor of the Company and the relevant share certificates (or indemnities in the agreed terms for any lost certificates).
Share for Share Exchange. The parties agree that on or prior to the Closing Date, PINV shall issue to Dx. Xxxxxxx Xxxx the amount of ten million (10,000,000) Rule 144 restricted common stock (the “PINV Shares”) pursuant to this takeover Agreement. For clarification, Dx. Xxxxxxx Xxxx as the sole shareholder of ImmunoClin, Ltd. is exchanging 100% of her shareholdings in ImmunoClin, Ltd. for ten million (10,000,000) Rule 144 restricted common stock of Pharma Investing News, Inc. (OTCBB: PINV) as good and valuable consideration for PINV’s takeover of IMC. In addition, 500,000 series A preferred Voting Control Shares shall be issued to Castor Management Services, Inc. and 500,000 series A preferred Voting Control Shares to Dx. Xxxxxxx Xxxx, or her assigns. Castor Management Services, Inc. and Dx. Xxxxxxx Xxxx agree that all of the Voting Rights of these preferred shares will be pooled by both parties into one vote such that both parties for the foreseeable future must agree in writing to effect any voting of these preferred shares whether it be a yes or no vote.
