The Stock Exchange. Upon the terms and subject to the conditions -------------------- set forth in this Agreement, AFRC shall exchange, sell, assign, and transfer to PTS at the closing of this Agreement (the "Closing"), free and clear of all liens and encumbrances, and PTS shall accept from AFRC at the Closing all shares of the GBI Common Stock owned by AFRC. In consideration therefor, PTS shall deliver to AFRC at the Closing, 7,500,000 shares of PTS Preferred Stock valued at approximately $750,000.00. The PTS Preferred Stock is subject to the Certificate of Designation Establishing Series C Preferred Stock of PTS, Inc. described in Attachment A hereto. -------------
The Stock Exchange. At the Effective Time and subject to and upon the terms and conditions of this Agreement, FOUR STAR REALTY shall merge with and into FOUR STAR HOLDINGS, the separate corporate existence of FOUR STAR REALTY shall cease and FOUR STAR HOLDINGS shall continue as the Surviving Entity, with FOUR STAR REALTY as a fully owned subsidiary of FOUR STAR HOLDINGS. The Effective Time of the Stock Exchange shall occur upon the filing of the Articles of Stock Exchange executed in accordance with the applicable provisions of the Corporate Law and the Secretary of State of Florida, or at such later time as may be agreed to by FOUR STAR HOLDINGS and FOUR STAR REALTY and specified in the Certificate of Stock Exchange subject to the satisfaction or waiver of each of the conditions set forth in Section 4. The date on which the Effective Time occurs is referred to as the "Effective Date." Provided that this Agreement has not been terminated, the Parties will cause the Articles of Stock Exchange to be filed on the Closing Date, as hereafter defined in Section 1.3.
The Stock Exchange. At the Effective Time and subject to and upon the terms and conditions of this Agreement, RIDGEFIELD DEVELOPMENT CORPORATION shall effect a business combination with FOUR STAR HOLDINGS, the separate corporate existence of RIDGEFIELD DEVELOPMENT CORPORATION shall cease and FOUR STAR HOLDINGS shall continue as the Surviving Entity, with RIDGEFIELD DEVELOPMENT CORPORATION as a fully owned subsidiary of FOUR STAR HOLDINGS. The Effective Time of the Stock Exchange shall occur upon the filing of the Articles of Stock Exchange executed in accordance with the applicable provisions of the Corporate Law and the Secretary of State of Florida, or at such later time as may be agreed to by FOUR STAR HOLDINGS and RIDGEFIELD DEVELOPMENT CORPORATION and specified in the Certificate of Stock Exchange subject to the satisfaction or waiver of each of the conditions set forth in Section 4. The date on which the Effective Time occurs is referred to as the "Effective Date." Provided that this Agreement has not been terminated, the Parties will cause the Articles of Stock Exchange to be filed on the Closing Date, as hereafter defined in Section 1.3.
The Stock Exchange. At the Effective Time and subject to and upon the terms and conditions of this Agreement, FOUR STAR REALTY shall become a wholly owned subsidiary of FOUR STAR HOLDINGS. The Effective Time of the Stock Exchange shall occur upon the Closing (defined below), or at such later time as may be agreed to by FOUR STAR HOLDINGS and FOUR STAR REALTY. The date on which the Effective Time occurs is referred to as the "Effective Date."
The Stock Exchange. Upon the terms and subject to the conditions -------------------- set forth in this Agreement, the Seller shall exchange, sell, assign, and transfer to PTS at the closing of this Agreement (the "Closing"), free and clear of all liens and encumbrances, and PTS shall accept from the Seller at the Closing all shares of the GBI Common Stock owned by the Seller. In consideration therefor, PTS shall deliver to the Seller at the Closing, 2,500,000 shares of PTS Preferred Stock valued at approximately $12,500.00. The PTS Preferred Stock is subject to the Certificate of Designation Establishing Series B Preferred Stock of PTS, Inc. described in Attachment A hereto. ------------
The Stock Exchange. At the Effective Time and subject to and upon the terms and conditions of this Agreement, TWELVE OAKS shall become a wholly owned subsidiary of FOUR STAR HOLDINGS, the separate corporate existence of TWELVE OAKS shall continue. The Effective Time of the Stock Exchange shall occur upon the filing of the Articles of Stock Exchange executed in accordance with the applicable provisions of the Corporate Law and the Secretary of State of Florida, or at such later time as may be agreed to by FOUR STAR HOLDINGS and TWELVE OAKS and specified in the Certificate of Stock Exchange subject to the satisfaction or waiver of each of the conditions set forth in Section 4. The date on which the Effective Time occurs is referred to as the "Effective Date." Provided that this Agreement has not been terminated, the Parties will cause the Articles of Stock Exchange to be filed on the Closing Date, as hereafter defined in Section 1.3.
The Stock Exchange. At the Closing (as defined in Section 2.3 below),
The Stock Exchange. (a) On the date hereof, Telescan shall issue and deliver to MicroCap an aggregate of 520,000 unregistered shares of Telescan Common Stock. Telescan shall also execute and deliver a License Agreement and a Services Agreement with MicroCap substantially in the form of Exhibit _ and Exhibit B attached hereto, respectively.
The Stock Exchange. (a) At the Closing and prior to the Effective Time, upon the terms and subject to the conditions set forth in this Agreement, Grupo VM shall (i) pay to FA as a capital contribution an amount in cash equal to the Estimated Grupo VM Adjustment, if any, and (ii) convey, assign, transfer and deliver to Holdco, and Holdco shall acquire and accept from Grupo VM, all of Grupo VM’s right, title and interest in and to the FA Shares, free and clear of all Liens; provided, however, that if the Adjustment Threshold is less than the Estimated Grupo VM Adjustment, then Grupo VM may elect, at its sole discretion, to instead contribute to FA an amount equal to the Adjustment Threshold (the election to contribute such lesser amount, the “Adjustment Threshold Election”); provided, further, that if, in such circumstance, Grupo VM does not make the Adjustment Threshold Election and elects to contribute an amount equal to the Estimated Grupo VM Adjustment, it shall waive the condition precedent described in Section 8.3(d)(i) if such condition cannot be satisfied solely as a consequence of Grupo VM’s election to contribute an amount equal to the Estimated Grupo VM Adjustment. Such capital contribution, if any, shall be made by wire transfer of immediately available funds an amount in cash equal to the Estimated Grupo VM Adjustment (or Adjustment Threshold, as applicable) to the account or accounts as may be designated in writing by FA.
The Stock Exchange. Entity licensed to function as a securities exchange in the Republic of Panama by express authorization of the Superintendence of the Securities Market of Panama, and which operates an exchange facility where securities are traded. Said trade transactions can be executed through mechanical, electronic, or any other system type that allows security trades to be negotiated by matching purchase and sale offers. THE ISSUER. Legal entity incorporated in the Republic of Panama, or abroad, that issues securities in series and in mass, or intends to do so, with the objective of having them placed and/or traded through THE STOCK EXCHANGE.
