Shares to be Transferred and Shares to be Issued. 1.1 On the Closing Date the Shareholders shall transfer to the Purchaser certificates for the number of shares of the common stock of the Private Company described in Schedule "A," attached hereto and incorporated herein, which in the aggregate shall represent all of the issued and outstanding shares of the common stock of the Private Company.
Shares to be Transferred and Shares to be Issued. 1. a. On the closing date the Shareholders shall transfer to Purchaser certificates for the number of shares of the common stock of the Company described in Schedule "A" , attached hereto and incorporated herein, which in the aggregate shall represent all of the issued and outstanding shares of stock of the Company. Such certificates shall be duly endorsed in blank by Shareholders or accompanied by duly executed stock powers in blank with signatures guaranteed. Alternatively, the shareholders may assign their rights to the shares if the shares have not been physically issued in the form of stock certificates, or if the certificates have been lost.
Shares to be Transferred and Shares to be Issued. 1. a. On the closing date the Shareholders shall transfer to Purchaser certificates representing the equity of the Company described in Schedule "A", attached hereto and incorporated herein, which in the aggregate shall represent all of the issued and outstanding Shares of the Company. Such certificates shall be duly endorsed in blank by Shareholders or accompanied by duly executed certificate powers in blank with signatures guaranteed. Alternatively, the Shareholders may assign their rights to the Shares if the Shares have not been physically issued in the form of certificates.
Shares to be Transferred and Shares to be Issued. 1.01. On the closing date all of the shareholders of the Company shall transfer to Purchaser certificates for the number of shares of the common and Preferred stock of the Company (the "Perfisan Shares") described in Schedule "A" , attached hereto and incorporated herein, which in the aggregate shall represent all of the issued and outstanding shares of capital stock of the Company. Such certificates shall be duly endorsed in blank by all of the Company's shareholders or accompanied by duly executed stock powers in blank with signatures guaranteed. Alternatively, the shareholders may assign their rights to the Perfisan Shares if the shares have not been physically issued in the form of stock certificates, or if the certificates have been lost. In the event that a particular shareholder is not in possession of a stock certificate, he will complete a lost stock affidavit satisfactory to the Company.
Shares to be Transferred and Shares to be Issued. A. The share exchange is to take place on February ___, 1997 (called "Closing Date") at 4:30 p.m. CST in the offices of Xxxxxx Communications in Oklahoma City, Oklahoma.
Shares to be Transferred and Shares to be Issued. 1.1 On the closing date PC shall cause to be transferred to JDI certificates for the number of shares of PC's common and preferred stock specified on Schedule 1, which in the aggregate shall represent all of the issued and outstanding shares of PC's common and preferred stock. These certificates shall be duly endorsed in blank by the applicable shareholders of PC or accompanied by duly executed stock powers in blank with signatures guaranteed by a bank or trust company.
Shares to be Transferred and Shares to be Issued. 1.1 The Shareholder shall transfer to the Company certificates for 4,042,687 shares of the Company's common stock. These certificates shall be duly endorsed in blank by the applicable Shareholder or accompanied by duly executed stock powers in blank with signatures guaranteed by a bank or trust Company or member firm of the New York Stock Exchange, and shall be returned to the Company's Transfer Agent and cancelled on the books of the Company.
Shares to be Transferred and Shares to be Issued. On the closing date, set herein to be August 22, 1997, PURCHASER shall issue 3,000,000 shares of PURCHASER'S common stock bearing a restrictive legend. As of the date hereof, there are issued and outstanding one million (1,000,000) shares of common stock. It is understood by SELLER that PURCHASER is presently authorized to issue 100,000,000 shares of common stock. SELLER/PURCHASER agree that there will be no reorganizations, recapitalizations, reverse stock splits which would have a dilutive effect on the public shareholders for a period of 18 months from the execution of this Agreement. In exchange for PURCHASER'S stock being issued to SELLER as above described, SELLER shall on the closing date and contemporaneously with such issuance of PURCHASER'S common stock deliver to PURCHASER 100% of the outstanding common stock of SELLER. All negotiations relative to this agreement and the transactions contemplated hereby have been conducted with the assistance of CAPITAL GENERAL CORPORATION who is acting as a broker, finder and consultant on behalf of both PURCHASER and SELLER. Both PURCHASER and SELLER agree to hold harmless and indemnify CAPITAL GENERAL CORPORATION from any and all claim, demand, cause of action or suit raised or filed in connection with the operation or promotion of PURCHASER and/or SELLER and the trading of PURCHASER/SELLER's shares. REPRESENTATIONS AND WARRANTIES OF SELLER To the best knowledge of the parties, no representation or warranty by PURCHASER in this agreement, nor any statement, certificate, schedule or exhibit hereto furnished or to be furnished by or on behalf of SELLER to this agreement, nor any document or certificate delivered to PURCHASER pursuant to this agreement or in connection with actions contemplated hereby, contains or shall contain any untrue statement of material fact or omits or shall omit a material fact necessary to make the statement contained therein not misleading. SELLER understands and agrees that PURCHASER is without substantial assets or liabilities and with its public shareholders is thus defined herein as a public "shell" corporation. SELLER understands and agrees that PURCHASER is a "shell" corporation and makes no claim on any assets owned by PURCHASER previous to the closing contemplated herein. There are no legal, administrative or other proceedings, or other claims, judgments, injunctions or restrictions, either threatened, pending or outstanding against or involving PURCHASER or SELLER which are k...
Shares to be Transferred and Shares to be Issued. 1.1 On the closing date ODOL shall cause to be transferred to NRI certificates for 18,000,000 common shares of ODOL said shares shall be issued per instructions from NRI.
Shares to be Transferred and Shares to be Issued. 1.1 Provided that Shareholders owning at least a majority of the outstanding shares of IHI execute and deliver copies of Exhibit "A" on or before the Closing Date, the Shareholders shall transfer to FVFI certificates for the number of shares of the common stock of IHI represented by such shares of the common stock of IHI.
