Terms of Exchange. The manner of exchanging RP Common Stock for CSI Preferred Stock in the Merger shall be as follows:
1.5.1. On the Effective Date, CSI shall make available to such United States federally or state chartered commercial bank or trust company having net capital of not less than $100,000,000 (or a subsidiary thereof) as may be selected as exchange agent by CSI (the "Exchange Agent"), for the benefit of each holder of RP Common Stock, a sufficient number of certificates representing CSI Preferred Stock to effect the delivery of CSI Preferred Stock required to be issued pursuant to Section 1.4. CSI shall enter into an agreement (the "Exchange Agent Agreement") with the Exchange Agent pursuant to which the Exchange Agent shall be obligated to provide the services set forth in Section 1.5.2.
1.5.2. The Exchange Agent Agreement shall provide that promptly after the Effective Date, the Exchange Agent shall mail to each holder of record (as shown on the books of RP's transfer agent as of the Effective Date) of a certificate or certificates which immediately prior to the Effective Date represented outstanding shares of RP Common Stock (individually, a "Certificate" and collectively, the "Certificates") (a) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and (b) instructions for use in effecting the surrender of the Certificates for exchange. Upon surrender of Certificates for cancellation to the Exchange Agent, together with such letter of transmittal duly executed and any other required documents, the holder of such Certificates shall be entitled to receive for each of the shares of RP Common Stock represented by such Certificates the number of shares of CSI Preferred Stock into which such shares of RP Common Stock are converted in the Merger and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, Certificates shall represent solely the right to receive the number of shares of CSI Preferred Stock into which such shares of RP Common Stock are converted in the Merger and any cash in lieu of fractional shares of CSI Preferred Stock as contemplated by Section 1.7 with respect to each of the shares of RP Common Stock represented thereby. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the CSI Preferred Stock held by it from tim...
Terms of Exchange. On the Closing Date:
(a) The Company shall ratably issue and cause to be delivered to the BCH shareholders Sixteen Million of the Company's Post Reverse Split Common Shares, in consideration for the transfer to the Company by the BCH shareholders of all the 1,000,000 shares of the capital stock of BCH issued and outstanding as of the Closing Date. No other shares, warrants, rights, or options relating to BCH are outstanding on the date of this Agreement or shall be outstanding on the Closing Date; and
(b) The BCH shareholders shall, in consideration for their receipt of the Company's Common Shares, transfer and deliver to the Company certificates representing all of the issued and outstanding shares of BCH's common stock owned by them. The Company shall receive good and marketable title to all of BCH's issued and outstanding common stock free and clear of all liens, mortgages, pledges, claims or other rights or encumbrances whatever, whether disclosed or undisclosed.
Terms of Exchange. On the basis of the representations, warranties, covenants, and agreements contained in this Agreement and subject to the terms and conditions of this Agreement:
Terms of Exchange. If the Proposal is approved at the Special Shareholders Meeting (or if the Company exercises its Early Closing Option pursuant to Section B.5 of this Agreement) , the Company shall cancel and exchange (the "Exchange") each Series A Preferred Share and issue to the Holder the following consideration (the "Exchange Consideration") in exchange therefore:
(a) a number of shares of the Company's common stock equal to $1,000 divided by the Exchange Price; plus
(b) at the election of the Holder (as indicated by the Holder below in the Election Box on the Election and Signature Page): (i) an amount of cash equal to $142.00 (the "Investment Return Amount"); or (ii) a number of shares of Company common stock equal to the Investment Return Amount divided by the Exchange Price. For purposes of this Agreement, "Exchange Price" means the greater of (A) $5.25 per share, (B) the average closing price per share for Company common stock as reported on NASDAQ for the 20 trading days immediately prior to the Closing Date, or (C) the consolidated closing bid price per share of Company common stock as determined by NASDAQ on the trading day immediately before the Closing Date.
Terms of Exchange. On the Closing Date the Company shall:
a. Will issue ratably and cause to be delivered to the Three Strikes' shareholders certificates or rights representing 100,000,000 pre-split shares or its equivalent post reverse split shares of the Company's Common Capital Stock, in consideration for the transfer to the Company by the Three Strikes' shareholders of all the common shares of the capital stock of Three Strikes issued and outstanding as of the Closing Date. No other shares of any preference or type of Three Strikes shares are outstanding on the date of this Agreement or shall be outstanding on the Closing Date; and
b. The parties agree that a 1:5 reverse stock split of the shares of the Company shall occur on or after the closing inasmuch as the Company has only 75,000,000 shares authorized and pursuant to the Agreement of the Parties, Three Strikes' shareholders are to receive the equivalent of 100,000,000 pre-reverse split common shares which cannot be accomplished without shareholders approval of a reverse stock split. Due to the time delay in obtaining shareholder approval, the Company and Three Strikes are contemplating closing the transaction by the issuance of all of the remaining authorized common stock, which would provide Three Strikes with approximately 56,000,000 shares of common stock or approximately 74% of the shares of the Company. The Company and its principal shareholders have consented to the reverse stock split and the issuance of additional shares of common stock to the Three Strikes' shareholders to effectuate the post reverse split total of 20,000,000 shares to Three Strikes' shareholders.
c. The Three Strikes' shareholders shall, in consideration for their receipt of the shares of the Company's Common Capital Stock, transfer and deliver to the Company certificates representing all of the issued and outstanding shares of Three Strikes' common stock owned by them. The Company shall receive good and marketable title to all of Three Strikes' issued and outstanding common stock free and clear of all liens, mortgages, pledges, claims or other rights or encumbrances whatever, whether disclosed or undisclosed.
Terms of Exchange. PJC agrees that if any Evermore Notes are purchased by an Optionee pursuant to the exercise of a Notes Option under this Section 3, then
(i) For a period of twelve months from the Exercise Date, PJC shall not, and shall not permit any Optionee that so purchased Evermore Notes, without Evermore’s prior written consent, to directly or indirectly resell the Purchased Evermore Notes for cash at a price above their face value plus any accrued and unpaid interest; and
(ii) PJC shall not, and shall not permit any Optionee that so purchased Evermore Notes, without Evermore’s prior written consent, to directly or indirectly exchange Purchased Evermore Notes for Common Stock, or any other security having its value derived directly from the value of Common Stock (“Equity-Like Securities”), in a single-step or multiple-step transaction with the Company (an “Exchange”) which would have the direct or indirect effect of providing PJC or such Optionee with Common Stock or Equity-Like Securities at an effective price of less than the greater of (a) the volume-weighted average price of Common Stock for the fifteen trading days immediately preceding the Exercise Date as reported by Bloomberg Financial Services; and (b) $0.20 per share of Common Stock (as adjusted from time to time to reflect any stock dividends, stock splits, recapitalizations or similar transactions occurring after the Closing); and
(iii) so long as Evermore or any Evermore Affiliate still holds any Evermore Notes acquired at the Closing, PJC shall not and shall not permit any Optionee that acquired Purchased Evermore Notes pursuant to the exercise of the Notes Option, to directly or indirectly partcipate in an Exchange with respect to the Purchased Evermore Notes unless the Seller of such Purchased Evermore Notes is offered the opportunity to participate in such Exchange with respect to any Evermore Notes it acquired at the Closing and still at the time holds on substantially the same terms and conditions as PJC or such Optionee.
(iv) For avoidance of doubt, Equity-Like Securities shall include, without limitation, warrants to purchase Common Stock and debt securities convertible into Common Stock.
Terms of Exchange. Following consummation of the Company’s IPO, the Company agrees to issue to the Holder, and the Holder agrees to accept in exchange from the Company, the Warrant in full settlement of the Debt. The Company and the Holder Agree that effective upon the Holder’s receipt of the Warrant: (i) the Holder shall automatically, without any further action required, be deemed to have exchanged the entire Debt held by the Holder for the Warrant; (ii) the Debt shall be deemed to be satisfied in full; and (iii) the Holder shall have relinquished any and all other rights it may have with respect to the Debt.
Terms of Exchange. The shareholders of the Company shall transfer all of their stock in the Company to the Purchaser. The Purchaser agrees to issue 29,438,000 shares of its outstanding 36,863,920 shares of common stock to the shareholders of the Company, all of which are restricted shares.
Terms of Exchange. On the basis of the representations, warranties, covenants, and agreements contained in this Agreement and subject to the terms and conditions of this Agreement:
(a) Purchaser shall sell, assign, transfer, and convey as a going concern to Fix-Cor at the Closing all properties and assets of the business formerly known as Quantum Chemical Company at the date of the Closing of every kind and nature whatsoever, including the names, trademarks, contractual rights, books and records and business and goodwill of the business formerly known as Quantum Chemical Company; and, in consideration therefor, Purchaser shall:
(i) Deliver at the Closing to Stockholder, a stock certificate registered in his name for the equivalent of six million dollars worth of Purchaser's Stock, determined to be 8,000,000 shares, and
(ii) Purchaser shall assume at the Closing all obligations and liabilities of a certain loan agreement tided Loan and Security Agreement, previously executed by Stockholder whose signature appears thereon as a party personally liable and responsible for the obligations contained therein, and Purchaser shall further indemnify and hold Stockholder harmless from the obligations contained therein.
(b) Except as set forth in Section 3.01(a)(ii), neither the Stockholder nor Fix-Cor shall assume or be responsible for any obligation or liability of Quantum Chemical Company of any nature, accrued or contingent.
(c) With respect to any properties or assets sold hereunder that cannot be physically delivered to Fix-Cor because they are in the possession of third parties or otherwise, Purchaser shall give irrevocable instructions to the party in possession thereof, if such be the case, with copies to Fix-Cor, that all right, title, and interest therein have been vested in Fix-Cor, and that the same are to be held for Fix-Cor's exclusive use and benefit.
Terms of Exchange. (Podmienky výmeny)
