Terms of the Share Exchange Sample Clauses

Terms of the Share Exchange. (a) Upon the terms and subject to the conditions set forth herein, at the Closing, each CZH Transferor shall transfer to SolarMax China all of the right, title and interest in and to the percentage of share interests of the Company set forth opposite such CZH Transferor’s name under the caption “Share Interests” on Exhibit B, free and clear of any Encumbrance, which, together constitute 100% of the share interests of the Company.
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Terms of the Share Exchange. (a) Upon the terms and subject to the conditions of this Agreement, HBMC does hereby transfer, assign and deliver to HomeBanc, as of the Effective Time, and HomeBanc does hereby accept from HBMC, 1,000 Abetterwayhome Shares, which constitutes all of the issued and outstanding capital stock of Abetterwayhome in exchange for the issuance and delivery to HBMC of a certificate for 6,751,107 HomeBanc Shares (the “Share Exchange”).
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Terms of the Share Exchange. (a) Upon the terms and subject to the conditions of this Agreement, each JZH Holder shall transfer, assign and deliver to SolarMax at the Closing (as defined below), all of the right, title and interest in and to the number of BVI Shares set forth opposite such JZH Holder’s name under the caption “BVI Shares” on Exhibit A, free and clear of any Encumbrance, which BVI Shares together constitute 100% of the equity interests in BVI HoldCo.
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Terms of the Share Exchange. 1.1.1. Upon the terms and subject to the conditions of this Agreement, Target Company and Shareholders do hereby transfer, assign and deliver to Purchaser, as of the Effective Time, and Purchaser does hereby accept from Target Company, 1,000 shares of common stock owned by the Shareholders (the “RAC Shares”), which constitutes all of the issued and outstanding capital stock of Target Company in exchange for the issuance and delivery to Shareholders of 100,000 shares of Series A Preferred Stock (the “Preferred Shares”) as set forth in Exhibit A (the “Share Exchange”).
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Terms of the Share Exchange. (a) Upon the terms and subject to the conditions of this Agreement, Healthtech Shareholders do hereby transfer, assign and deliver to Vitality Biopharma in a voluntary share exchange, as of the Effective Time, and Vitality Biopharma does hereby accept from Healthtech Shareholders, 3,000,000 Summit Healthtech Shares, which constitutes all of the issued and outstanding capital stock of Summit Healthtech in exchange for the issuance and delivery to Healthtech Shareholders of certificates totaling 6,000,000 Vitality Biopharma Shares.
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Terms of the Share Exchange. Subject to the terms and conditions of the Agreement and Plan of Reorganization, dated as of October 31, 2005, by and between Union and Prosperity (the “Agreement”), at the Effective Time Prosperity shall become a wholly-owned subsidiary of Union through the exchange of each outstanding share of common stock of Prosperity for a cash amount equal to $90.00 per share in accordance with Section 2.1 of this Plan of Share Exchange and pursuant to a statutory share exchange under Section 13.1-717 of the VSCA (the “Share Exchange”). At the Effective Time, the Share Exchange shall have the effect specified in Section 13.1-721 of the VSCA. The Share Exchange shall become effective on such date and time as may be determined in accordance with Section 1.2 of the Agreement (the “Effective Time”).
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Terms of the Share Exchange 
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Related to Terms of the Share Exchange

  • Terms of the Exchange The Exchange shall be consummated on the ------------------------ following terms and conditions:

  • Authorization Purchase and Sale Terms of the Sponsor Warrants A. Authorization of the Sponsor Warrants. The Company has duly authorized the issuance and sale of the Sponsor Warrants to the Purchaser.

  • Terms of the Merger Subject to the terms and conditions of the Agreement and Plan of Reorganization, dated as of October 1, 2018, between American and HomeTown (the “Agreement”), at the Effective Time (as defined herein), HomeTown shall be merged with and into American (the “Merger”) in accordance with the provisions of Virginia law, and with the effect set forth in Section 13.1-721 of the Virginia Stock Corporation Act (the “VSCA”). The separate corporate existence of HomeTown thereupon shall cease, and American shall be the surviving corporation in the Merger. The Merger will become effective on the date and at the time shown on the Articles of Merger required to be filed with the office of the Virginia State Corporation Commission, as provided in Section 13.1-720 of the VSCA, effecting the Merger (the “Effective Time”).

  • Purchase and Sale of the Shares Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell to the Purchaser, and the Purchaser shall purchase from the Seller, the Shares.

  • Authorization Purchase and Sale Terms of the Private Placement Warrants A. Authorization of the Private Placement Warrants. The Company has duly authorized the issuance and sale of the Private Placement Warrants to the Purchaser.

  • Sale and Purchase of the Shares On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement:

  • Purchase and Sale of the Shares and Warrants Subject to the terms and conditions of this Agreement, on the Closing Date, each of the Investors shall severally, and not jointly, purchase, and the Company shall sell and issue to the Investors, the Shares and Warrants in the respective amounts set forth opposite the Investors’ names on the signature pages attached hereto in exchange for the Purchase Price as specified in Section 3 below.

  • Purchase of the Shares (a) The Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share of $[●] (the “Purchase Price”) from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto. In addition, the Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

  • Conversion and the Shares The Borrower fails to issue shares of Common Stock to the Holder (or announces or threatens in writing that it will not honor its obligation to do so) upon exercise by the Holder of the conversion rights of the Holder in accordance with the terms of this Note, fails to transfer or cause its transfer agent to transfer (issue) (electronically or in certificated form) any certificate for shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, the Borrower directs its transfer agent not to transfer or delays, impairs, and/or hinders its transfer agent in transferring (or issuing) (electronically or in certificated form) any certificate for shares of Common Stock to be issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, or fails to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note (or makes any written announcement, statement or threat that it does not intend to honor the obligations described in this paragraph) and any such failure shall continue uncured (or any written announcement, statement or threat not to honor its obligations shall not be rescinded in writing) for three (3) business days after the Holder shall have delivered a Notice of Conversion. It is an obligation of the Borrower to remain current in its obligations to its transfer agent. It shall be an event of default of this Note, if a conversion of this Note is delayed, hindered or frustrated due to a balance owed by the Borrower to its transfer agent. If at the option of the Holder, the Holder advances any funds to the Borrower’s transfer agent in order to process a conversion, such advanced funds shall be paid by the Borrower to the Holder within forty-eight (48) hours of a demand from the Holder.

  • Terms of the Sponsor Warrants (i) Each Sponsor Warrant shall have the terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent, in connection with the Public Offering (a “Warrant Agreement”).

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