Shares to be Exchanged. When issued in accordance with the terms of this Agreement, the shares of Common Stock to be exchanged for the Common Units will be duly authorized, validly issued and non-assessable shares of the Common Stock. The Common Stock to be issued upon exercise of the Common Stock Options, if and when exercised, will be duly authorized, validly issued and non-assessable shares of Common Stock.
Shares to be Exchanged. At the Closing and upon the terms and subject to the conditions of this Agreement, and upon the representations, warranties and covenants herein made, Shareholders agree to assign, transfer, convey and deliver to Xxxx Delaware the Xxxx Virginia Shares, and Xxxx Delaware agrees to assign, transfer, convey and deliver to the Shareholders, pro rata with the ownership of the Xxxx Virginia Shares, the Xxxx Delaware Shares, all such shares being free and clear of all liens, pledges, security interests, options, claims, charges and encumbrances of any kind whatsoever, together with all rights now and hereafter attaching thereto.
Shares to be Exchanged. (a) At the Closing, the Selling Shareholders shall transfer to the Purchaser certificates for the number of shares of the common stock of the Private Company (the "Private Company Shares") described in Schedule "A", attached hereto and incorporated herein, which in the aggregate shall represent all of the issued and outstanding Private Company Shares. Following said transfer, the Private Company shall become a wholly-owned subsidiary of the Purchaser.
Shares to be Exchanged. If any Exchangeable Preferred Stock is to be Exchanged, then, at the Close of Business on the Exchange Date for such Exchange (unless there occurs a default in the delivery of the Exchange Consideration due pursuant to Section 10 upon such Exchange): (1) such Exchangeable Preferred Stock will be deemed to cease to be outstanding (without limiting the Company’s obligations pursuant to Section 5(c)); and (2) the rights of the Holders of such Exchangeable Preferred Stock, as such, will terminate with respect to such Exchangeable Preferred Stock, other than the right to receive such Exchange Consideration as provided in Section 10 and, if applicable, Section 15 (and, if applicable, declared Dividends as provided in Section 5(c)).
Shares to be Exchanged. Subject to Section 1.3 hereof, at Closing (as hereafter defined), all outstanding ordinary shares of Seller (the "SELLER ORDINARY SHARES") together with all rights of the Shareholders (including rights to principal, accrued interest and other sums owed) under and in respect of the promissory note dated May 15 , 1997 in the principal amount of NZ$766,233.10 issued by Seller in favour of the Shareholders (the "NOTE") shall be transferred to Merger Sub in exchange for an aggregate of 77,400 shares (the "SHARES") of common stock, par value $0.01 per share, of Parent (the "PARENT COMMON STOCK") which shall be issued to the Shareholders in equal proportions in accordance with this Agreement. No fractional shares of Parent Common Stock will be issued, and fractional shares to which each Shareholder would otherwise be entitled will be disregarded. The Shares to be issued to the Shareholders pursuant to this Section 1.1 shall be allocated on the basis that the number of Shares to be allocated to each of the Shareholders as consideration for the purchase of the Note shall be determined in accordance with the following formula and one-half of the balance of the Shares shall be allocated to each Shareholder as consideration for the exchange of such Shareholder's Seller ordinary shares: A = NZ$766,283.10 /(B x C) ------------- 2 where: A = the number of the Shares to be allocated to a Shareholder as consideration for the purchase of the Note; B = the Market Price of the Shares to be issued to the Shareholders pursuant to this Section 1.1; C = the arithmetic mean of the telegraphic transfer New Zealand dollar (against US dollar) selling rate and the telegraphic transfer New Zealand dollar (against US dollar) buying rate quoted by the Bank of New Zealand, Head Office, Wellington at 9.00am New Zealand time on each of the five business days immediately preceding the Closing Date.
Shares to be Exchanged. Subject to the terms and conditions in this Agreement, at the Closing the companies will exchange approximately $100,000 worth of common stock.
