The Exchanges. On and subject to the terms and conditions set forth in this Agreement, on the Closing Date (as defined below), each Noteholder will deliver all of such Noteholder’s Notes as referred to on such Noteholder’s applicable Schedule A to the Company and the Company will immediately cancel such Exchanged Notes and, in exchange and as full consideration for such Exchanged Notes, issue to such Noteholder the Exchange Shares as referenced on such Noteholder’s applicable Schedule A (the “Transactions”).
The Exchanges. On the terms of this Agreement and subject to the satisfaction (or, to the extent permitted by applicable Law, waiver by the party entitled to the benefit thereof) of the conditions set forth in Article VII, at the Closing, Xxxxxx will transfer and deliver to Xerox, and Xerox will accept from Xxxxxx, an aggregate of 300,000 shares of Xerox Series A Preferred Stock, and Xerox will transfer and deliver to Xxxxxx, and Xxxxxx will accept from Xerox, in exchange, (i) an aggregate of 120,000 shares of Conduent Series A Preferred Stock (the “Conduent Exchange” and such shares, the “Acquired Conduent Shares”) and (ii) an aggregate of 180,000 shares of Xerox Series B Preferred Stock (the “Xerox Exchange” and such shares, the “Acquired Xerox Shares”). The transfers and deliveries of shares pursuant to this Section 2.01 are referred to collectively as the “Exchanges”.
The Exchanges. (a) Upon the terms and subject to the conditions set forth in this Agreement, at the Closing (and the Closing Date shall constitute the “Change of Control Exchange Date” as defined in the Company Holdco LLC Agreement), immediately prior to and conditioned upon the Effective Time, the Company shall require each member of Company Holdco (other than the Company and its wholly owned Subsidiaries) to effect an exchange of all outstanding Company Holdco Units held by such member together with the surrender for cancellation of a corresponding number of shares of Company Class V Common Stock, for shares of Company Class A Common Stock in accordance with Section 3.6(q) of the Company Holdco LLC Agreement (the “Exchanges”).
(b) The Company shall, and shall cause Company Holdco LLC to, take such other actions as are necessary or desirable to permit and effect the Exchanges and otherwise give effect to the treatment of the Company Holdco Units contemplated by this Section 2.2 at the Closing and immediately prior to the Effective Time. No later than the fifth Business Day following the date hereof, the Company shall cause Company Holdco LLC to deliver a written notice of a PubCo Approved Change of Control (as defined in the Company Holdco LLC Agreement), to members of Company Holdco in accordance with Section 3.6 of the Company Holdco LLC Agreement. For the avoidance of doubt, the Exchanges shall not be effective if the Merger is not consummated in accordance with the terms hereof.
The Exchanges. On and subject to the terms and conditions set forth in this Agreement, on the Closing Date (as defined below), each Noteholder will deliver such Noteholder’s Notes referred to on such Noteholder’s applicable Schedule A to the Company and the Company will immediately cancel such Exchanged Notes and, in exchange and as full consideration for such Exchanged Notes, issue to such Noteholder the Exchange Shares as referenced on such Noteholder’s applicable Schedule A (the “Transactions”); provided that in the event the Sale does not occur immediately following, and on the same day as, the consummation of the Transactions, the Transactions shall automatically be fully rescinded and deemed to have not occurred and the Parties shall take all necessary action to evidence the rescission of the Transactions such that the Exchanged Notes shall be reinstated (as if never cancelled) and returned to the Noteholders and the Noteholders shall return the Shares to the Company in exchange therefor.
The Exchanges. At the Closing, each of the Contributors shall contribute to the Company the number of shares of Crown Class A Stock and, if any, the number of shares of Crown Class B Stock set forth opposite its name on Appendix I hereto, and the Company shall issue to such Stockholder the number of shares of Class A Stock and, if any, Class B Stock set forth opposite its name on Appendix I hereto.
The Exchanges. As soon as practicable after the Expiry Date, the Qualified Securities will be listed, or conditionally listed, for trading on the TSX and the New Warrant Shares will be listed, or listed subject to notice of issuance, on the NYSE; and
The Exchanges. (a) At the Closing, the following transactions shall take place:
(i) HEI shall contribute to the Company the number of shares of Crown Class A Stock set forth opposite HEI's name on the Crown Capitalization Schedule together with the shares of common stock of the Company owned by HEI on the date of this Agreement, and the Company shall issue to HEI shares of Class B Stock representing 61.340845% of the Common Stock outstanding immediately after the Closing before giving effect to the IPO.
(ii) Liberty shall cause LMC to contribute to the Company the VGI Common Stock and the Company shall issue to Liberty shares of Class A Stock representing 18.309859% of the Common Stock outstanding immediately after the Closing before giving effect to the IPO.
(iii) VMC shall contribute to the Company all of its Odyssey Common Interests, representing 22.5% of the outstanding Odyssey Common Interests, and the Company shall issue to VMC shares of Class A Stock representing 12.676056% of the Common Stock outstanding immediately after the Closing before giving effect to the IPO.
(iv) CEA shall contribute to the Company the number of shares of Crown Class B Stock set forth opposite CEA's name on the Crown Capitalization Schedule and the Company shall issue to CEA shares of Class A Stock representing 7.673240% of the Common Stock outstanding immediately after the Closing before giving effect to the IPO.
The Exchanges. 2.1 E-commerce platform
(a) xxxX.xxx.xx provides an e-commerce platform based on circular economic principles with the aim to keep goods and materials (the Goods) in use and ideally where they provide optimum value.
(b) xxxX.xxx.xx has:
(i) a public Exchange (Public Exchange);
(ii) private Exchanges (Private Exchange); and
(iii) business Exchanges (Business Exchange), together known as (the Exchanges) on which to list Goods.
(c) xxxX.xxx.xx lets a Seller Listing (as defined below) to cascade from one Exchange to another if unsold.
(d) xxxX.xxx.xx allows Sellers (as defined below) to choose which Exchange or Exchanges they list Goods on and the priority of the Exchanges.
(e) For each Exchange, the time advertised, purchase mechanism and cost can be varied by the Seller.
(f) You may advertise your business in the xxxX.xxx.xx Directory.
The Exchanges. At the Closing (as hereinafter defined), the COMPANY shall acquire all of the issued and outstanding common stock of Chinaone. Consideration to be issued by the COMPANY shall be a total of 1,699,254,200 shares of its common stock (94% in the surviving entity), in which 27,118,260 shares (1.5% of the surviving entity) to be issued to certain entities designated. The Exchanges shall take place upon the terms and conditions provided for in this Agreement and in accordance with applicable law. Immediately following completion of the share exchange transaction through issuance of the Exchange Shares, the COMPANY shall have a total of 1,807,717,242 shares of its common stock issued and outstanding. For Federal income tax purposes, it is intended that the Exchanges shall constitute a tax-free reorganization within the meaning of Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended (the “Code”).
The Exchanges. At the Closing (as hereinafter defined), the COMPANY shall acquire all of the issued and outstanding common stock of EXTRA EASE and EWIP. Consideration to be issued by the COMPANY shall be a total of 1，871，313，946 shares of its common stock, to be issued at par value (the “Merger Shares”), in which 121,313,946 to be issued to the shareholder of EXTRA EASE or its designee/designees (the “EXTRA EASE Exchange Shares”) in exchange for 10,000 shares of EXTRA EASE, representing 100% of the issued and outstanding common stock of EXTRA EASE, and in which 1,750,000,000 to be issued to the shareholders of EWIP or their designee/designees (the “EWIP Exchange Shares”) in exchange for 50，000 shares of EWIP, representing 100% of the issued and outstanding common stock of EWIP. The Exchanges shall take place upon the terms and conditions provided for in this Agreement and in accordance with applicable law. Immediately following completion of the share exchange transaction through issuance of the EXTRA EASE Exchange Shares and the EWIP Exchange Shares respectively, the COMPANY shall have a total of 1,990,759,517 shares of its common stock issued and outstanding. For Federal income tax purposes, it is intended that the Exchanges shall constitute a tax-free reorganization within the meaning of Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended (the “Code”).
