TERMS AND CONDITIONS OF THE EXCHANGE Sample Clauses

TERMS AND CONDITIONS OF THE EXCHANGE. 1. Each of the following sections or provisions of the Agreement is hereby amended by changing "$1.21" where it appears therein to "$
Sample 1Sample 2
AutoNDA by SimpleDocs
TERMS AND CONDITIONS OF THE EXCHANGE. 1 1.1 The Exchange................................................................................ 1 1.2 Payment of Cash and Surrender of Share Certificates......................................... 2 1.3 Effects of the Exchange..................................................................... 3 1.4 Closing..................................................................................... 3 1.5 Stock Options and Employee Benefit Plans.................................................... 3
Sample 1Sample 2
TERMS AND CONDITIONS OF THE EXCHANGE. (a) Within three (3) business days after the execution of this Agreement, each of Rozsnyay and Kun shall deliver their respective certificates for the Exchange Shares to the Company’s transfer agent, duly endorsed for transfer to the Company and for cancellation immediately by the Company’s transfer agent. Upon cancellation, all of the Exchange Shares shall be returned to the authorized and unissued shares of common stock of the Company. All of the Exchange Shares delivered for cancellation shall be free and clear of all liens, charges, claims, encumbrances, taxes, options and agreements of any kind. (b) The Company represents and warrants that resolutions have been duly and validly adopted by the Company’s board of directors (the “Board”) by unanimous written consent, and the holders of a majority of the Company’s issued and outstanding shares of common stock by majority written consent (i) authorizing the Exchange, (ii) the creation of the Series A Preferred, (iii) the filing of the Amendment, (iv) the filing of all regulatory filings under the Exchange Act and all other applicable federal and state securities laws, and (v) the issuance of the Series A Preferred having the terms and conditions hereinafter set forth to Rozsnyay and Kun, upon the filing of the Amendment with the Delaware Secretary of State. (c) The characteristics of the Series A Preferred are as follows: i. each Series A Preferred share shall have forty (40) votes and shall vote together with the shares of the Company’s common stock on all matters presented to the Company shareholders for a vote;
Sample 1
TERMS AND CONDITIONS OF THE EXCHANGE. 1. When the Share Exchange becomes effective, each issued and outstanding share of common stock of the Bank shall be exchanged for one share of common stock of the Holding Company. As a result of the Share Exchange, the Holding Company shall become the sole shareholder of the Bank and the Bank will continue in existence as a wholly-owned subsidiary of the Holding Company. The articles of incorporation, bylaws, corporate identity, charter, and officers and directors of the Bank will not be changed as a result of the Share Exchange. In addition, the 10 shares of Holding Company common stock issued at $10 per share to the Chief Financial Officer of the Bank in connection with the formation of the Holding Company will automatically be redeemed by the Holding Company on the Effective Date at $10 per share. Consequently, as a result of the Share Exchange, the existing shareholders of the Bank will become the only shareholders of the Holding Company and the Holding Company will have 31,540,977 shares of Common Stock issued and outstanding (assuming no exercise of dissenters’ rights). 2. At the Effective Date, the Holding Company shall assume the warrants, and all other employee benefit plans of the Bank. Each outstanding and unexercised warrant or other right to purchase, or security convertible into, the Bank shall become a warrant, or right to purchase, or a security convertible into the Holding Company on the basis of one share of Holding Company common stock for each share of Bank common stock, issuable pursuant to any such warrant or stock purchase right or convertible security, on the same terms and conditions and at an exercise or conversion price per share equal to the exercise or conversion price per share applicable to any such Bank warrant, stock purchase right or other convertible security at the Effective Date. A number of shares of Holding Company common stock shall be reserved for issuance upon the exercise of warrants, stock purchase rights and convertible securities equal to the number of shares of Bank common stock so reserved immediately prior to the Effective Date, or as otherwise deemed necessary to effect the purposes of the Share Exchange.
Sample 1
TERMS AND CONDITIONS OF THE EXCHANGE. 1. When the Share Exchange becomes effective, each issued and outstanding share of common stock of the Bank shall be exchanged for one share of common stock of the Holding Company. As a result of the Share Exchange, the Holding Company shall become the sole shareholder of the Bank and the Bank will continue in existence as a wholly-owned subsidiary of the Holding Company. The articles of incorporation, bylaws, corporate identity, charter, and officers and directors of the Bank will not be changed as a result of the Share Exchange. In addition, the 10 shares of Holding Company common stock issued at $10 per share to the Chief Executive Officer of the Bank in connection with the formation of the Holding Company will automatically be redeemed by the Holding Company on the Effective Date at $10 per share. Consequently, as a result of the Share Exchange, the existing shareholders of the Bank will become the only shareholders of the Holding Company and the Holding Company will have 1,100,000 shares of Common Stock issued and outstanding (assuming no exercise of dissenters rights).
Sample 1
TERMS AND CONDITIONS OF THE EXCHANGE. 1. When the Share Exchange becomes effective, the Holding Company shall immediately cause to be filed with the Department of State of the State of Florida the Amended and Restated Articles of Incorporation, a copy of which is attached to this Reorganization Plan as Exhibit A, and a Certificate of Designation, Preferences and Rights with respect to a new authorized series of “Series A Nonvoting Convertible Preferred Stock” of the Holding Company, a copy of which is attached to this Reorganization Plan as Exhibit B, and shall execute and deliver that certain Stockholders’ Agreement, by and among the Holding Company and certain shareholders of the Holding Company named therein. 2. When the Share Exchange becomes effective, each issued and outstanding share of common stock of the Bank (excluding shares held by shareholders who perfect their dissenters’ rights, if any) shall be automatically converted, without any action on the part of the holder, into the right to receive one share of common stock of the Holding Company. As a result of the Share Exchange, the Holding Company shall become the sole shareholder of the Bank, and the Bank will continue in existence as a wholly-owned subsidiary of the Holding Company. The articles of association, bylaws, corporate identity, charter, and officers and directors of the Bank will not be changed as a result of the Share Exchange. In addition, the three (3) shares of Holding Company common stock issued at one dollar ($1.00) per share to the three officers of the Holding Company in connection with the formation of the Holding Company will automatically be redeemed by the Holding Company on the Effective Date at one dollar ($1.00) per share. Consequently, as a result of the Share Exchange, the existing shareholders of the Bank will become the only shareholders of the Holding Company and the Holding Company will have 14,060,143 shares of common stock issued and outstanding (assuming no exercise of dissenters rights, no exercises of options or warrants and no issuances of common stock prior to the Effective Date). 3. When the Share Exchange becomes effective, each issued and outstanding option and warrant to acquire shares of common stock of the Bank shall be automatically converted into one option or warrant, as the case may be, to acquire one share of common stock of the Holding Company, upon the same terms and conditions as were in effect prior to the Share Exchange. Consequently, as a result of the Share Exchange, the Ban...
Sample 1
TERMS AND CONDITIONS OF THE EXCHANGE. (a) Pursuant to Section 00-00-000 of the Code of Laws of South Carolina, 1976, as amended (the "S.C. Code"), and other applicable provisions of South Carolina law, and except as provided in Section IV below, all outstanding shares of Bank Stock will be exchanged for shares of Holding Company Stock. (b) As of the Effective Date (as defined below), and except as provided in Section IV below, each issued and outstanding share of Bank Stock will be exchanged for one share of Holding Company Stock. (c) As of the Effective Date, the 100 shares of Holding Company Stock currently issued and outstanding will be redeemed by the Holding Company at the price paid therefor. (d) Upon completion of the Share Exchange and except as provided in Section IV below, (a) the existing shareholders of the Bank who have not perfected dissenters' rights of appraisal under the applicable provisions of S.C. Code s.00-00-000 et seq. (collectively, the "Dissenters' Rights Statute") will become the only shareholders of the Holding Company, and the Holding Company will be the sole shareholder of the Bank; and (b) the outstanding shares of Holding Company Stock shall consist solely of the shares issued in exchange for Bank Stock pursuant to the Plan. (e) Any shareholder of the Bank who objects to the Share Exchange and who properly dissents from the Share Exchange shall be entitled to exercise all rights of dissenters arising under the Dissenters' Rights Statute. (f) As of the Effective Date, each outstanding option granted under the 1999 First Reliance Bank Employee Stock Option Plan, shall, by virtue of the Share Exchange and without any action on the part of the holders thereof, be converted into an option to purchase Holding Company Stock as provided in the 1999 First Reliance Bank Employee Stock Option Plan, as amended. (g) The Share Exchange is specifically subject to each condition stated in Section V below.
Sample 1
AutoNDA by SimpleDocs

Related to TERMS AND CONDITIONS OF THE EXCHANGE

  • Terms and Conditions of the Offer Provided that this Agreement shall not have been terminated pursuant to Article X and that none of the events or circumstances set forth in clauses (C)(1) or (C)(4) of Annex A shall have occurred and be existing (and shall not have been waived by Parent), as promptly as practicable after the date hereof (but in no event more than ten Business Days thereafter), Acquisition Sub shall (and Parent shall cause Acquisition Sub to) commence (within the meaning of Rule 14d-2 promulgated under the Exchange Act) the Offer to purchase any and all of the Company Shares at a price per Company Share, subject to the terms of Section 2.1(c), equal to the Offer Price, provided that Parent and Acquisition Sub shall not be required to commence, or cause to be commenced, the Offer prior to the date on which the Company is prepared to file the Schedule 14D-9. The Offer shall be made by means of an offer to purchase all outstanding Company Shares (the “Offer to Purchase”) that is disseminated to all of the Company Stockholders and contains the terms and conditions set forth in this Agreement and in Annex A. Each of Parent and Acquisition Sub shall use its reasonable best efforts to consummate the Offer, subject to the terms and conditions hereof and thereof. The Offer shall be subject only to: (i) the condition (the “Minimum Condition”) that, prior to the expiration of the Offer, there be validly tendered and not withdrawn in accordance with the terms of the Offer a number of Company Shares that, together with the Company Shares then owned by Parent and Acquisition Sub (if any), represents at least a majority of all then outstanding Company Shares on a fully diluted basis, assuming the issuance of all Company Shares that may be issued upon the vesting, conversion or exercise of all outstanding options, warrants, convertible or exchangeable securities and similar rights that are then, or then scheduled to become, exercisable within ninety (90) days following the then scheduled expiration of the Offer in accordance with the terms and conditions thereof (other than the Top-Up Option); and (ii) the other conditions set forth in Annex A.

  • Terms and Conditions of Use NASCAR shall have the right to use and sublicense PROMOTER’s Marks in connection with publicity, promotion or advertising of the Event and the NASCAR Sprint Cup Series, and the exploitation of Live Broadcast Rights and Ancillary Rights, provided, however, that NASCAR shall not, without the prior written consent of PROMOTER, use or sublicense the use of PROMOTER’s Marks on the branding of any retail package product, unless otherwise expressly permitted in this Agreement.

  • TERMS AND CONDITIONS OF THE NOTES The Notes shall be governed by all the terms and conditions of the Indenture, as supplemented by this First Supplemental Indenture. In particular, the following provisions shall be terms of the Notes:

  • General Terms and Conditions of the Notes Section 201.

  • Terms and Conditions of Options The Options evidenced hereby are subject to the following terms and conditions:

  • TERMS AND CONDITIONS OF OFFER This is an offer to purchase the Property in accordance with the above-stated terms and conditions of this Agreement. If at least one, but not all, of the Parties initial such pages, a counteroffer is required until an agreement is reached. The Seller has the right to continue to offer the Property for sale and to accept any other offer at any time prior to notification of acceptance. If this offer is accepted and the Buyer subsequently defaults, the Buyer may be responsible for payment of licensed real estate agent(s) compensation. This Agreement and any supplement, addendum, or modification, including any copy, may be signed in two or more counterparts, all of which shall constitute one and the same writing.

  • SPECIAL TERMS AND CONDITIONS OF TRUST The following special terms and conditions are hereby agreed to: 1. The Bonds listed in the Schedule hereto have been deposited in trust under this Trust Agreement. 2. The fractional undivided interest in and ownership of a Trust represented by each Unit thereof is a fractional amount, the numerator of which is one and the denominator of which is the amount set forth under "Summary of Essential Financial Information--General Information--Number of Units" in the Prospectus Part I for such Trust. 3. The aggregate number of Units described in Section 2.03(a) for a Trust is that number of Units set forth under "Summary of Essential Financial Information--General Information--Number of Units" in the Prospectus Part I for such Trust.

  • Terms and Conditions of Sale This Price List supersedes all previous price lists.

  • Other Terms and Conditions You also agree to be bound by any other specific terms and conditions governing such recurring/instalment payment scheme. In the event of conflict, such specific terms and conditions are to prevail over the provisions of this clause but only to the extent necessary to give full effect to those terms and conditions.

  • TERMS AND CONDITIONS OF AGREEMENT INSURANCE REQUIREMENTS: During the term of this Agreement, consultant/contractor shall maintain insurance documentation per the limits and requirements outlined:

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!