Exchange of Stock. (a) The Shareholders agree to transfer to PRECOM, and PRECOM agrees to purchase from the Shareholders, all of the Shareholders' right, title and interest in their GNOW Stock, representing 100% of the issued and outstanding stock of GNOW, free and clear of all mortgages, liens, pledges, security interests, restrictions, encumbrances, or adverse claims of any nature.
(b) At the Closing (as defined in Section 2 below), upon surrender by the Shareholders of the certificates evidencing the GNOW Stock duly endorsed for transfer to PRECOM or accompanied by stock powers executed in blank by the Shareholders, PRECOM will cause 9,453,017 shares (subject to adjustment for fractionalized shares as set forth below) of the common voting stock, par value $0.001 of PRECOM (the "PRECOM Stock") to be issued to the Shareholders, in full satisfaction of any right or interest which each Shareholder held in the GNOW Stock. The PRECOM Stock will be issued to the Shareholders on a pro rata basis, in the same proportion as the percentage of their ownership interest in the GNOW Stock, as set forth on Exhibit A. Any fractional shares that will result due to such pro rata distribution will be rounded up to the next highest whole number. As a result of the exchange of the GNOW Stock in exchange for the PRECOM Stock, GNOW will become a wholly-owned subsidiary of PRECOM.
(c) Immediately following the Closing, holders of Options ("Optionholders") to purchase GNOW common stock pursuant to its current employee stock option plan will be issued 2,448,062 options (of which 692,450 are vested as of 5/29/01) to purchase stock in PRECOM (the "PRECOM Options") to be issued to the Optionholders, in full satisfaction of any right or interest which each Optionholder held to acquire GNOW stock. The PRECOM Options will be issued to the Optionholders based on a pro rata formulae with the numerator being the percentage interest that they had a right to acquire in GroupNow assuming exercise of all options (as set forth on Exhibit B) and the denominator being the percentage of PRECOM stock to be held by GNOW shareholders immediately following the Closing. Any right to acquire fractional shares that will result due to such pro rata formulae will be rounded up to the next highest whole number.
(d) PRECOM intends to change its name to GroupNow, Inc. and the stock certificates to be issued to the shareholders may be issued in the name of PRECOM or GroupNow, Inc.
Exchange of Stock. On the basis of the representations, warranties, covenants and agreements set forth herein, at the Closing (as defined in Section 1.3 below) Purchaser will purchase from Stockholder, and Stockholder will sell, convey and assign to Purchaser all of the Company Stock.
Exchange of Stock. Effective on the date of the Closing (as hereinafter defined) of this Agreement, the HSI Stockholder hereby conveys all of the HSI Stockholder's HSI Stock to the Company in consideration for the issuance to the HSI Stockholder of 20 shares of Common Stock (the "Exchange Shares") for each share of HSI Stock tendered.
Exchange of Stock. At the Effective Date, by virtue of the Acquisition, all of the AAEI Shares that are issued and outstanding at the Effective Date shall be exchanged for 100,000 Series B Convertible Preferred shares of WEGY stock as follows: • Prior to closing, WEGY shall have the authority to issue the Series B Convertible Preferred stock. • 100,000 shares of Series B Convertible Preferred Stock issued and delivered within ten (10) days of closing on this Agreement. The number of shares of common stock to be received by UTEK upon its conversion of the Series B Convertible Preferred Stock shall upon conversion have a common stock price of at least one cent ($0.01) per share. • UTEK is to receive a copy of “World Energy Solutions, Inc. Series B Convertible Preferred Stock Certificate of Designations” at closing. • Convertible preferred shares may be converted by holder at any time into common stock prior to the sixty (60) month anniversary of the execution of this Agreement into the face value of the debenture which is $3,500,000 worth of common shares of WEGY, based on the average of the five (5) day closing price prior to the conversion date, i.e., if the shares traded at an average five day closing price of $1.00 per share, then 3,500,000 common shares will be issued upon conversion. Shares will be salable pursuant to Rule 144. • Anytime after six months and before the 60th month anniversary of this Agreement, WEGY will have the right (but not the obligation) at its sole discretion, to repurchase the convertible preferred shares that have not been converted as follows: • Within 12 months – 105% value • Within 13 and 24 months – 110% value • Within 25 – 36 months – 115% value • Greater than 36 months – 120% value • There will be no coupon associated with the convertible preferred shares • No voting rights for Series B Convertible Preferred Stock • WEGY agrees that it will have authorized the shares of common stock required for the conversion of the shares within 150 days of the execution of this agreement; if the number of shares outstanding are not available to facilitate the conversion of the issued convertible preferred shares, then the sum of $3,500,000 shall be immediately due and payable in cash at the 60th month anniversary of this transaction.
Exchange of Stock. 4 2.1 Outstanding Common Stock of Merkxxx...........................................................4 2.2
Exchange of Stock. Upon the merger becoming effective:
(a) The shareholders of Bank of record at the time the merger becomes effective, for each share of common stock of Bank then held by them, shall be allocated and entitled to receive one share of the common stock of Holding Company;
(b) Holding Company shall issue the shares of its common stock which the shareholders of Bank shall be entitled to receive; and
(c) Outstanding certificates representing shares of the common stock of Bank shall thereafter represent shares of the common stock of Holding Company, and such certificates may, but need not, be exchanged by the holders thereof, after the merger becomes effective, for new certificates for the appropriate number of shares bearing the name of Holding Company.
Exchange of Stock. NMKT hereby agrees to transfer and exchange its DCI Stock Interest to DFTS solely in exchange for the shares of newly created classes of DFTS's preferred stock as follows: (a) 600,000 shares of $1.50 Class C convertible preferred and (b) 3,400,000 shares of $1.50 Class D preferred.
Exchange of Stock. Exchange Agreement. Upon the terms and subject to the conditions set forth in this Agreement and upon the representations and warranties made herein by each of the parties to the other, the Company shall recommend to the Shareholders to deliver to the Buyer, in exchange for Buyers' Shares on the basis of 2.845618 Buyers Shares for each Company Share, all of their Company Shares. The maximum number of Company Shares available to be exchanged by the Shareholders hereunder is 5,717,563 common shares. These shares represent 100% of the total shares outstanding of the Company. The Buyer reserves the right to accept less than 5,717,563 Company Shares in the case where less than 5,717,563 Company Shares are offered by the Shareholders for exchange and further reserves the right to withdraw the share exchange offer in the event that insufficient Company Shares, at the Buyers sole discretion, are offered for exchange.
Exchange of Stock. On the signing of this Agreement, the Company will convey and transfer 80,000 shares of common stock of the Company representing 19.2% of the issued and outstanding shares of the Company to Purchaser in consideration for $50,000 paid by Purchaser.
Exchange of Stock. Upon the terms and conditions set forth in this Agreement, the Sellers shall exchange, sell, assign, and transfer to the Purchaser at the closing of this Agreement (the "Closing"), free and clear of all liens and encumbrances, and the Purchaser, upon the basis of the covenants, warranties and representations of the Sellers set forth herein, shall accept from the Sellers at the Closing all 2,000,000 shares of the Company Stock owned by the Sellers. Subject to the terms of this Agreement and in reliance on the representations and warranties of the Sellers, and in full consideration therefor, the Purchaser shall deliver to the Sellers, in exchange, at the Closing 800,000 shares of the Purchaser's common stock, par value $0.001 per share (the "Purchaser's Stock"). The Purchaser's Stock shall be delivered 320,000 shares to U.S. Microbics, Inc. and 480,000 shares to USM Capital Group, Inc.
