Equity Exchange. At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub or the Company:
Equity Exchange. Subject to the terms and conditions set forth herein, at the Closing, Seller shall transfer to Buyer, and Buyer shall accept from Seller, all of Seller’s right, title and interest in and to 15,000,000 from treasury common shares, free and clear of all encumbrances of MTWD. As full consideration for the foregoing, Buyer shall transfer to Seller, and Seller shall accept from Buyer, all of Buyer’s right, title and interest in and to 500 common shares, free and clear of all encumbrances of Emerge Nutraceuticals, Inc.
Equity Exchange. In accordance with and subject to the provisions of this Agreement and the Colorado Revised Statutes (the “Code”), at the Effective Time, TAA shall become a wholly-owned subsidiary of GRPS, and GRPS shall be its only member and shall continue in its existence with one member, GRPS, until a merger, if any. Pursuant to the Equity Exchange, the Members are relinquishing all of TAA Equity, constituting all issued and outstanding membership interest of TAA, and are acquiring the 100,000 shares of Series C Preferred Stock, representing 85% of GRPS’s fully diluted outstanding shares of common stock, following the applicable holding period(s).
Equity Exchange. (a) Immediately after the Share Split, and prior to the Merger Effective Time, upon the terms and subject to the conditions of this Agreement, NewPubco, the Company Shareholders and the holders of Company Equity Awards shall effect an exchange (the “Equity Exchange”), pursuant to which:
Equity Exchange. Upon the terms and subject to the conditions hereof, as of the date hereof, the Selling Equity Holder is exchanging, transferring, conveying, assigning and delivering to Parent free and clear of all Liens, all of the right, title and interest of the Selling Equity Holder in and to the Company Capital Stock and the Company Convertible Notes. In exchange for such Company Capital Stock or Company Convertible Notes, as the case may be, Parent is exchanging, issuing and delivering to the Selling Equity Holder, free and clear of all Liens, an aggregate of 135,398.16 shares of the Parent Series E Preferred Stock, allocated as set forth on Exhibit B to the LLC Operating Agreement (the “Parent Preferred Stock Consideration”). The Parent Preferred Stock Consideration was calculated based upon the number of shares equal to an agreed value of $16,000,000 divided by a price per share of Parent Common Stock of $1.1817 (the “Closing Value).
Equity Exchange. As mutual consideration for this Agreement, the parties shall acquire an equity interest in one another in accordance with Article III hereof.
Equity Exchange. (a) Within 45 days after the Effective Date, Xxxxx.xxx shall issue to 24/7 Media shares of common stock of Xxxxx.xxx representing ten percent (10%) of the issued and outstanding capital stock of Xxxxx.xxx, and 24/7 Media shall issue to Xxxxx.xxx shares of 24/7 Media common stock with an equivalent fair market value. Each party covenants to use its best efforts to consummate the Equity Exchange within 45 days after the Effective Date.
Equity Exchange. In order to provide further incentives for Vanguard and Genesis to cooperate to their mutual benefit, Vanguard agrees to purchase and Genesis agrees to sell 15% of its limited partnership interests in exchange for 125,000 shares of Vanguard common stock. The parties acknowledge that no independent valuation of either the membership interests or the Vanguard shares has taken place and that the relative values determined in this exchange were done so in an interested party transaction that may not be fair to the parties. Both parties agree that it is difficult to make such valuations and that the above exchange represents their best good faith assessment of the relative value of the exchange.
Equity Exchange. The limited partnership interests and restricted common stock interests being exchanged herein are restricted securities and may not be sold or otherwise disposed of without an applicable registration statement or valid exemption from registration. Each party is responsible for compliance with applicable rules and regulations regarding the issuance of their respective equity interests.
Equity Exchange. Within three years after payment of funds from the Investor, if it is determined that any affiliate other than the Company (including but not limited to XPENG Inc. and Guangdong Xiaopeng) is listed on A-share market or in Hong Kong or other capital markets, the Company needs to notify the Investor in writing on the date such listed entity is approved by relevant stock exchange. The Investor has the right to request Guangdong Xiaopeng within 3 days in writing to repurchase the equity held by it in Chengxing Zhidong and exchange the same to equity in relevant listed entity (to participate in strategic placement and international placement at listing price and exchange to equity in listed entity in equivalent amount of Capital Increase Price corresponding to the exchanged equity).
