The Share Exchange. 1.1 Purchase and Sale of Shares 1 1.2 Consideration 1 1.3 Company Shareholder Consent 2
The Share Exchange. Subject to the terms and conditions of this Agreement, in accordance with the VSCA and the Spanish Corporation Law of 1989 (Texto Refundido de xx Xxx de Sociedades Anónimas aprobado por el Real Decreto Legislativo 1564/1989) (the “SCL”), at the Exchange Effective Time, pursuant to the provisions of Section 13.1-721 of the VSCA, Company Virginia Sub shall become a wholly owned subsidiary of Parent through the exchange of each outstanding share of Company Virginia Sub Common Stock for the Consideration (as defined below).
The Share Exchange. At the Effective Date, the Bank shall become a banking subsidiary of the Holding Company pursuant to the Plan of Share Exchange attached hereto as Appendix A. The Share Exchange and the reorganization shall be effective on the date shown on the Certificate of Share Exchange issued by the State Corporation Commission of Virginia, effectuating the reorganization (the “Effective Date”).
The Share Exchange. HAIDA GWAI, INC., a Colorado Corporation, at the Effective Time and upon the terms and subject to the conditions of this Agreement and in accordance with the Colorado Revised Statutes (the “CRS”), shall exchange the shares as set forth below for one hundred percent (100%) of the issued and outstanding shares of E-RENTER (as defined below) (the "Share Exchange"). Following the Share Exchange, E-RENTER shall continue as a wholly owned subsidiary of HAIDA GWAI and HAIDA GWAI shall be the “acquiring” corporation (the "Acquiring Corporation"), and shall continue to be governed by the laws of the jurisdiction of its incorporation or organization. The Share Exchange is intended to qualify as a tax-free reorganization under Section 368 of the Code as it relates to the non-cash Exchange of stock referenced herein.
The Share Exchange. At the Effective Date, the Bank shall become a wholly owned subsidiary of the Holding Company through the exchange of the outstanding shares of common stock of the Bank for shares of the common stock of the Holding Company (the “Share Exchange”). The Share Exchange shall be effected in accordance with Section 3.1 of this Plan of Share Exchange and pursuant to Section 13.1-717 of the Virginia Stock Corporation Act.
The Share Exchange. Subject to the terms and conditions of this Agreement, on the Closing Date (as hereinafter defined):
(a) the Company shall issue and deliver to the Shareholders the number of authorized but unissued shares of Company Common Stock set forth opposite her and/or her designees’ names set forth on Schedule I hereto or pursuant to separate instructions to be delivered prior to Closing, and
(b) the Shareholders agree to deliver to the Company duly endorsed certificates representing the Weixin Shares.
The Share Exchange. On and subject to the terms and conditions of this Agreement, the Target will become a majority owned subsidiary of the Buyer (the "Share exchange") at the Effective Time. The Buyer shall be the corporation surviving the Share exchange (the "Surviving Corporation").
The Share Exchange. On or before the Closing Date, as more ------------------ particularly set out herein, the following shall occur (collectively and interchangeably referred to herein as either the "Merger", or the "Transfer Transactions").
The Share Exchange. Immediately after the Effective Time, and subject to and upon the terms and conditions of this Agreement and the applicable provisions of the Portuguese Companies Act and the Irish Companies Act, each Company Shareholder shall assign, transfer, and deliver, free and clear of all Liens, all of the Company Ordinary Shares and Company Class A Shares issued and outstanding on the Closing Date, to Parent. In consideration of the sale and transfer of the Company Ordinary Shares to Parent, on the Closing Date, upon surrender by a Company Shareholder to Parent of the certificate or certificates (if any) representing the Company Ordinary Shares, Parent shall issue to each such Company Shareholder, and such Company Shareholder shall be entitled to receive, its Pro Rata Portion of Closing Consideration (subject to the Parent Class B Ordinary Shares comprising the Escrow Fund being placed into escrow in accordance with the terms of Section 2.5 and the Indemnification Escrow Agreement). In consideration of the sale and transfer of the Company Class A Shares to Parent, on the Closing Date, upon surrender by a Contingent Consideration Shareholder to Parent of the certificate or certificates (if any) representing the Company Class A Shares, each such Contingent Consideration Shareholder shall be entitled to receive its Pro Rata Portion of Contingent Consideration in accordance with the terms of Section 2.4.
The Share Exchange. (a) On the Closing Date and subject to and upon the terms and conditions of this Agreement, the Seller shall, and EBOF shall take all actions necessary to cause Seller to, sell, assign, transfer and exchange (collectively, “Transfer”) to PNG, full marketable title to 1,000 Company Shares of the Company, said shares constituting 100% of membership interests of the Company Fully Diluted Interests as at the Closing Date and, amend the Operating Agreement to effecting the foregoing, and withdraw as a member of the Company; provided, however, that no tax liabilities or contingent tax liabilities shall be deemed to be part of the Transfer.
(b) On the Closing Date, and in exchange for the Transfer to it of the Company Shares and among other things, (i) PNG shall issue the Exchange Shares to Sellers subject to satisfaction of all closing conditions herein, (ii) PNG shall issue the BCGU Shares to BCGU in exchange for releases and discharge of indebtedness and, (iii) PNG shall issue the Fourth Third Shares in exchange for the Master Rights Agreement, (iv) PNG shall become the sole member of the Company under the Operating agreement and (v) the Collateral Agent and Secured Creditors, PNG, the Company and the Subsidiaries shall execute and deliver the Credit Agreement, and the Pledge Agreement and related agreements and all other conditions to Closing and related deliveries set forth in Section 4 below shall have been satisfied or duly waived.
