Agreement to Rescind. Subject to the terms and upon the conditions set forth herein, AX Xxxxxxxxx and Mx. Xxxxx agree to rescind the Reorganization and the transactions underlying the Purchase Agreement. Mx. Xxxxx agrees to return, reassign, transfer and deliver to AX Xxxxxxxxx, and AX Xxxxxxxxx agrees to receive from Mx. Xxxxx, at the Closing, the AX Xxxxxxxxx Shares, and AX Xxxxxxxxx agrees to return, reassign, transfer and deliver to Mx. Xxxxx, and Mx. Xxxxx agrees to receive from AX Xxxxxxxxx, at the Closing, the AP Ventures Shares.
Agreement to Rescind. Subject to the terms and conditions set forth herein, the Parties agree to rescind the Merger Agreement and terminate the Merger ab initio, and the Merger Agreement (together with all agreements, documents and instruments delivered in connection therewith including, without limitation, the Inducement Agreement) shall be rescinded ab initio and shall be of no further force and effect, as of the Closing. On the Closing, the Parties shall have no further liabilities and obligations under or with respect to the Merger Agreement (or any agreements, documents and instruments delivered in connection therewith including, without limitation, the Inducement Agreement). In furtherance of the foregoing, at the Closing, AWS and the Holders agree to exchange the Merger Stock and the issued and outstanding shares of stock in the Absolute Sub as more fully set forth in Section 5 hereof, so that: (i) AWS will divest itself of and no longer will have any ownership interest in Absolute Sub; (ii) the Holders and their assignees (“Absolute Group”), all other persons who were issued AWS stock in consideration for causing the Merger to occur (“Merger Facilitators”), and those who have been issued AWS stock subsequent to the merger in consideration for services rendered or assets conveyed to Absolute Sub (“Post Merger Group”) will divest themselves of and no longer have any ownership interest in AWS; and (iii) after the Closing, the Absolute Group and the Post Merger Group will own 100% of the common stock of Absolute Sub, the successor-in-interest to the business of Absolute by virtue of the Merger.
Agreement to Rescind. Subject to the terms and conditions set forth herein, the Parties agree to unwind the Acquisition, to rescind the Purchase Agreement and that the Purchase Agreement will be rescinded and of no further force and effect as of the Closing (as defined herein). The Parties acknowledge the China Southern Shares and W-Candy Shares have not been issued pursuant to the Purchase Agreement and agree that at the Closing, that the Shareholder will no longer have any ownership interest, either direct or indirect, in the Company and that the Company will no longer have any ownership interest, either direct or indirect, in China Southern or Hero Pharmaceutical, and that after the Closing, the former W-Candy shareholders will own 100% of the issued and outstanding capital stock of the Company and the Shareholder will own 100% of China Southern.
Agreement to Rescind. Subject to the terms and conditions set forth herein, the Parties agree to rescind the Merger Agreement and the Merger Agreement will be rescinded and of no further force and effect as of the Closing. The Parties agree at the Closing to exchange the Merger Securities and Exchange Securities as more fully set forth in Section 3, so that Krystal will divest itself of and no longer will have any xxxxxxhip interest in Shecom and the Shareholders will divest themselves of and no longer have any ownership interest in Krystal and that after the Closing, the Shareholders will xxx 000% of the capital stock of Shecom.
