Exchange of the Shares. At the Closing, (i) the Purchaser shall deliver to, or as directed by the Company stock certificates representing the Original Preferred Stock and (ii) the Company shall deliver to the purchasers stock certificates, registered in the name of the Purchaser, representing the Exchange Preferred Stock.
Exchange of the Shares. 2.1 Subject to the terms, conditions, provisions and limitations contained in this Agreement, Purchaser in reliance upon the representations and warranties of Seller and its Shareholder made herein and the Exhibits attached hereto agrees as follows:
Exchange of the Shares. Subject to the terms and conditions ---------------------- hereof, the Company will issue to the Shareholder 4,500,000 Company Shares for all of the outstanding Shoe Inn Shares.
Exchange of the Shares. (a) The Company shall adopt and file with the Secretary of State of Missouri on or before the Closing (as defined below) the Series G Preferred Designation.
Exchange of the Shares. By virtue of the Purchase, and without any action on the part of the Shareholders, each Share issued and outstanding immediately prior to the Effective Date shall be assigned and delivered to GRLC and shall have the right to receive a pro rata portion of the shares of Convertible Preferred Stock of GRLC (the "Preferred Stock") at the Closing (such shares referred to as the "Purchase Consideration"). Each share of Capital Stock, if any that is held as treasury stock of the Company shall be canceled and retired and no Purchase Consideration will be paid or delivered for such share. The number of shares of Preferred Stock and the face value of each share shall reflect the purchase price paid by GRLC, which shall be an amount equal to one and one-half times gross profit of the Company's operations for the quarter ending March 31, 2003 multiplied by four as stated in an audit report to be performed (the "Purchase Price") (See Section 4.7(a)). The Parties estimate that the purchase price will be approximately $1,250,000. Provided, however that Company, may at its sole and exclusive option, request that up to 50% of the Purchase Price be paid by IMTO issuing shares of its common stock to Company as per the formula set forth below.
Exchange of the Shares. The Company shall exchange and deliver to the SHAREHOLDERS, a total of 10,000,000 restricted shares of the Company common stock in accordance with the allocation set forth in the attached Schedule "A".
Exchange of the Shares. The Executive hereby agrees to exchange, and the Company hereby agrees to deliver to the Executive, in accordance with the terms stated in this Agreement, 104,715 shares Class A Common Stock (the "Exchanged Shares") of the Company for 70,001 shares of Series B Preferred Stock of the Company (the New Shares"), in accordance with the resolutions of the Compensation Committee of the Board of Directors dated March 20, 2002 awarding to the Executive the right, under Section 6(h) of the Plan, to so acquire the New Shares.
Exchange of the Shares. Upon the execution of this Agreement, subject to AGDI obtaining regulatory approval satisfactory to AGI, and the terms and conditions herein set forth, on the basis of the representations, warranties and agreements herein contained, AGDI shall issue and deliver the Shares to the AGI Shareholders to each of the AGI Shareholders in the proportions set out on Schedule "A" hereto. The Company hereby agrees to grant to the AGI Shareholders registration rights with respect to the Shares as set forth in Schedule “B” attached hereto.
Exchange of the Shares. ..4 Section 2.1. The Share Exchange....................................4 Section 2.2. Closing...............................................4 Section 2.3.
Exchange of the Shares. Upon the terms and subject to all the conditions of this Agreement, and in reliance upon the representations and warranties contained herein, each Investor hereby agrees to assign, transfer and deliver to the Company the amount of Endo Securities, and the Company agrees to issue to each Investor the number of Units, each as set forth on Annex A attached hereto, free and clear of any liens, security interests, pledges, charges, claims, options, rights, demands and restrictions of every kind, character and description whatsoever (collectively, "Encumbrances"). Notwithstanding anything in this ------------ Agreement to the contrary, the Company shall have no obligation to issue any Units to any Person who is a resident of a jurisdiction in which the issuance of such Units to him, her or its would constitute a violation of the securities, "blue sky" or other similar laws of such jurisdiction. For purposes of this Agreement, "
