Terms of the Share Exchange Sample Clauses

Terms of the Share Exchange. (a) Upon the terms and subject to the conditions of this Agreement, HBMC does hereby transfer, assign and deliver to HomeBanc, as of the Effective Time, and HomeBanc does hereby accept from HBMC, 1,000 Abetterwayhome Shares, which constitutes all of the issued and outstanding capital stock of Abetterwayhome in exchange for the issuance and delivery to HBMC of a certificate for 6,751,107 HomeBanc Shares (the “Share Exchange”). (b) HBMC, as of the Effective Time, hereby conveys to HomeBanc good, valid and marketable title to the Abetterwayhome Shares free and clear of any and all liens, encumbrances, liabilities, obligations, restrictions (other than applicable securities laws restrictions) or rights of others of any character whatsoever. On the date specified in Section 1.2 below, HBMC shall deliver to HomeBanc certificates evidencing the Abetterwayhome Shares registered in the name of HBMC, duly endorsed to HomeBanc on the reverse thereof or accompanied by a duly executed stock power. (c) HomeBanc, as of the Effective time, does hereby convey to HBMC good, valid and marketable title to the HomeBanc Shares free and clear of any and all liens, encumbrances, liabilities, obligations, restrictions (other than applicable securities laws restrictions) or rights of others of any character whatsoever. On the date specified in Section 1.2 below, HomeBanc shall deliver to HBMC a stock certificate evidencing the HomeBanc Shares registered in the name of HBMC.
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Terms of the Share Exchange. (a) Upon the terms and subject to the conditions of this Agreement, each JZH Holder shall transfer, assign and deliver to SolarMax at the Closing (as defined below), all of the right, title and interest in and to the number of BVI Shares set forth opposite such JZH Holder’s name under the caption “BVI Shares” on Exhibit A, free and clear of any Encumbrance, which BVI Shares together constitute 100% of the equity interests in BVI HoldCo. (b) Upon the terms and subject to the conditions of this Agreement, at the Closing, SolarMax shall issue in the name of each JZH Holder that number of SolarMax Shares set forth opposite such JZH Holder’s name under the caption “SolarMax Shares” on Exhibit A (together with the transfer of the BVI Shares described in Section 2.1(a) , the “Transaction”), which SolarMax Shares shall be held by SolarMax pursuant to the Pledge Agreement. (c) Each Party shall be solely responsible for all Taxes (if any) incurred by such Party arising from the Transaction under all applicable Law.
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Terms of the Share Exchange. (a) Upon the terms and subject to the conditions set forth herein, at the Closing, each CZH Transferor shall transfer to SolarMax China all of the right, title and interest in and to the percentage of share interests of the Company set forth opposite such CZH Transferor’s name under the caption “Share Interests” on Exhibit B, free and clear of any Encumbrance, which, together constitute 100% of the share interests of the Company. (b) Upon the terms and subject to the conditions of this Agreement, at the Closing, SolarMax shall (i) deliver the Cash Consideration to the CZH Holders, and (ii) issue in the name of each CZH Holder that number of SolarMax Shares set forth opposite such CZH Holder’s name under the caption “SolarMax Shares” on Exhibit A (together with the transaction described in Section 2.1(a), the “Transaction”). (c) Upon the terms and subject to the conditions of this Agreement, at the Closing, the CZH Holders shall deliver to SolarMax instruments of transfer and cancellation covering the transfer of the applicable SolarMax Shares to SolarMax in the event that any one or more of the First Milestone, Second Milestone or Third Milestone is not met. (d) Each Party shall be solely responsible for all Taxes (if any) incurred by such Party arising from the Transaction under all applicable Law.
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Terms of the Share Exchange. (a) Upon the terms and subject to the conditions of this Agreement, Healthtech Shareholders do hereby transfer, assign and deliver to Vitality Biopharma in a voluntary share exchange, as of the Effective Time, and Vitality Biopharma does hereby accept from Healthtech Shareholders, 3,000,000 Summit Healthtech Shares, which constitutes all of the issued and outstanding capital stock of Summit Healthtech in exchange for the issuance and delivery to Healthtech Shareholders of certificates totaling 6,000,000 Vitality Biopharma Shares. (b) Healthtech Shareholders, as of the Effective Time, hereby convey to Vitality Biopharma good, valid and marketable title to the Summit Healthtech Shares free and clear of any and all liens, encumbrances, liabilities, obligations, restrictions (other than applicable securities laws restrictions) or rights of others of any character whatsoever. On the date specified in Section 1.2 below, Healthtech Shareholders shall deliver to Vitality Biopharma stock certificates evidencing the Summit Healthtech Shares registered in the name of Healthtech Shareholders, duly endorsed to Vitality Biopharma on the reverse thereof or accompanied by a duly executed stock power, as is necessary to enable their transfer. (c) Vitality Biopharma, as of the Effective Time, does hereby convey to Healthtech Shareholders good, valid and marketable title to the Vitality Biopharma Shares free and clear of any and all liens, encumbrances, liabilities, obligations, restrictions (other than applicable securities laws restrictions) or rights of others of any character whatsoever, except as specified within a separate lock-up agreement entered into with each Healthtech Shareholder. On the date specified in Section 1.2 below, Vitality Biopharma shall deliver to Healthtech Shareholders stock certificates evidencing the Vitality Biopharma Shares registered in the name of each Healthtech Shareholder. The Vitality Biopharma Shares shall be allocated amongst the Healthtech Shareholders in the same proportion in which the Summit Healthtech Shares were held by such Healthtech Shareholders.
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Terms of the Share Exchange. (a) Upon the terms and subject to the conditions of this Agreement, OWNERSHIP GROUP does hereby transfer, assign and deliver to HLLK, as of the Effective Time, and HLLK does hereby accept from OWNERSHIP GROUP, all of the issued and outstanding membership interest of Jubilee in exchange for the issuance of and delivery to OWNERSHIP GROUP of a certificate for 100,000 shares of Series A Preferred stock (the “Share Exchange”); (b) OWNERSHIP GROUP, as of the Effective Time, hereby conveys to HLLK, good, valid and marketable title to the Jubilee Membership Interest free and clear of any and all liens, encumbrances, liabilities, obligations, restrictions (other than applicable securities laws or other regulatory restrictions or requirements) or rights of others of any character whatsoever, other than existing obligations as outlined on the Balance Sheet of the Jubilee. On the date specified in Section 1.2 below, OWNERSHIP GROUP shall deliver to HLLK certificates evidencing the Jubilee Membership Interest in the name of Jubilee, duly endorsed to HLLK on the reverse thereof or accompanied by a duly executed stock power. (c) JMJ, as of the Effective time, does hereby convey to OWNERSHIP GROUP, good, valid and marketable title to 75,000 HLLK Series A Preferred Shares, free and clear of any and all liens, encumbrances, liabilities, obligations, restrictions (other than applicable securities laws restrictions) or rights of others of any character whatsoever. (d) BAH, as of the Effective time, does hereby convey to OWNERSHIP GROUP, good, valid and marketable title to 25,000 HLLK Series A Preferred Shares, free and clear of any and all liens, encumbrances, liabilities, obligations, restrictions (other than applicable securities laws restrictions) or rights of others of any character whatsoever. On the date specified in Section 1.2 below, BAH shall deliver to Jubilee stock certificates evidencing the cancellation of 98,259,679 shares of HLLK Common Stock.
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Terms of the Share Exchange. 1.1.1. Upon the terms and subject to the conditions of this Agreement, Target Company and Shareholders do hereby transfer, assign and deliver to Purchaser, as of the Effective Time, and Purchaser does hereby accept from Target Company, 1,000 shares of common stock owned by the Shareholders (the “RAC Shares”), which constitutes all of the issued and outstanding capital stock of Target Company in exchange for the issuance and delivery to Shareholders of 100,000 shares of Series A Preferred Stock (the “Preferred Shares”) as set forth in Exhibit A (the “Share Exchange”). 1.1.2. Each of the Shareholders, as of the Effective Time, hereby conveys to Purchaser good, valid and marketable title to the RAC Shares free and clear of any and all liens, encumbrances, liabilities, obligations, restrictions (other than applicable securities laws restrictions) or rights of others of any character whatsoever. On the date specified in Section 1.2 below, each Shareholder shall deliver to Purchaser written notice transferring the uncertificated RAC Shares to Purchaser. 1.1.3. Purchaser, as of the Effective time, does hereby convey to each Shareholder good, valid and marketable title to the Preferred Shares free and clear of any and all liens, encumbrances, liabilities, obligations, restrictions (other than applicable securities laws restrictions) or rights of others of any character whatsoever. On the date specified in Section 1.2 below, Purchaser shall deliver, or shall cause its transfer agent to deliver, to each Shareholder written notice evidencing the uncertificated Preferred Shares in the denominations set forth in Exhibit A.
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Terms of the Share Exchange. Subject to the terms and conditions of the Agreement and Plan of Reorganization, dated as of October 31, 2005, by and between Union and Prosperity (the “Agreement”), at the Effective Time Prosperity shall become a wholly-owned subsidiary of Union through the exchange of each outstanding share of common stock of Prosperity for a cash amount equal to $90.00 per share in accordance with Section 2.1 of this Plan of Share Exchange and pursuant to a statutory share exchange under Section 13.1-717 of the VSCA (the “Share Exchange”). At the Effective Time, the Share Exchange shall have the effect specified in Section 13.1-721 of the VSCA. The Share Exchange shall become effective on such date and time as may be determined in accordance with Section 1.2 of the Agreement (the “Effective Time”).
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Terms of the Share Exchange 
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Related to Terms of the Share Exchange

  • Authorization Purchase and Sale Terms of the Private Placement Warrants A. Authorization of the Private Placement Warrants. The Company has duly authorized the issuance and sale of the Private Placement Warrants to the Purchaser.

  • Purchase and Sale of the Securities (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 98.986% of the principal amount of the Securities, plus, in each case, accrued interest, if any, from June 12, 2020 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (a) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. (b) Payment for and delivery of the Securities will be made electronically at 10:00 a.m., New York City time, on June 12, 2020, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date”. (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (the “Global Notes”),with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Notes will be made available for inspection by the Representatives electronically not later than 4:00 p.m., New York City time, on the business day prior to the Closing Date. (d) The Company acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Representatives or any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter, as the case may be, and shall not be on behalf of the Company or any other person.

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