The Voluntary Share Exchange. 1.1 The Voluntary Share Exchange The Parties have deemed it advisable and in the best interests of SLW and HiEnergy, respectively, that HiEnergy be acquired by SLW (the "Acquisition"). The Parties desire to accomplish the Acquisition by conducting a voluntary share exchange (the "Exchange") between individual shareholders of HiEnergy (the "HiEnergy Shareholders"), and SLW, whereby SLW will offer (the "SLW Offering"), and authorize the issuance of, an aggregate of Eighteen Million Three Hundred and Thirty Thousand (18,330,000) shares of SLW Common Stock (the "SLW Shares"). The SLW Shares shall be exchanged for shares of HiEnergy Common Stock (the "HiEnergy Shares") on a fully diluted, as-exercised or as-converted basis, such that every SLW Share would be issued only if both (a) each HiEnergy Shareholder exchanged their shares of Voluntary Share Exchange Agreement 1 HiEnergy Common Stock for SLW Shares and (b) each holder of HiEnergy securities of the type referred to in Section 2.1.2(b) exercised, converted or otherwise reduced their interest to HiEnergy Common Stock and then exchanged their shares of HiEnergy Common Stock for SLW Shares. The holders of the securities set forth in the preceding clauses (a) and (b) are herein referred to as the "HiEnergy Security Holders".
The Voluntary Share Exchange. The Parties have deemed it advisable and in the best interests of the Parties, respectively, and their respective shareholders, that Xxxxxx Automotive be combined with Apache (the “Acquisition”). The Parties desire to accomplish the Acquisition by conducting a voluntary share exchange between the shareholders of Xxxxxx Automotive and Apache, whereby Apache will authorize the offer and issuance of twenty four million shares (24,000,000) shares of its Common Stock to the shareholders of Xxxxxx Automotive in exchange for all of the outstanding capital stock of Xxxxxx Automotive .
The Voluntary Share Exchange. The Parties, respectively, have deemed it advisable and in the best interests of the Parties, that Cambodia be acquired by Mandarin (the “Acquisition”). The Parties desire to accomplish the Acquisition by conducting a voluntary share exchange between the Shareholders and Mandarin, whereby Mandarin will authorize the offer and issuance of an aggregate of ten million (10,000,000) shares of its common stock to the Shareholders in exchange for all of the outstanding capital stock of Cambodia held by the Shareholders. Exchange Rate. 100,000 shares of common stock of Mandarin will be issued and exchanged for each share of capital stock of Cambodia outstanding on the date of this Agreement. Attached as Exhibit A is a schedule showing the share position of the Shareholders in Cambodia and the number of shares of Mandarin common stock each will be offered.
