Examples of Exchanged Shares in a sentence
Subject to the terms and conditions herein, on the Closing Date, the Purchaser agrees to purchase and the Vendors agree to sell, assign and transfer to the Purchaser the Purchased Securities held by them, in exchange for the issuance and delivery by the Purchaser to each Vendor of the Exchanged Shares at the Share Exchange Ratio in the amounts as set forth in Schedule “H”.
It further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Exchanged Shares and on requirements relating to CBIT which are outside of its control, and which CBIT is under no obligation and may not be able to satisfy.
Each Vendor hereby confirms it is acquiring the Exchanged Shares pursuant to this Agreement for investment for its own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that it has no present intention of selling, granting any participation in, or otherwise distributing the same.
If the Vendor is Vendor Corporate Entity, it has not been formed for the specific purpose of acquiring the Exchanged Shares.
It understands that, upon issuance, the Exchanged Shares will be considered “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, it must hold the Exchanged Shares indefinitely unless they are registered with the United States Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available.