Exchange by the Shareholders. At the Closing (as defined in Section 1.02), the Shareholders shall sell, transfer, convey, assign and deliver to the Parent all of the Company Shares free and clear of all Liens in exchange for the Parent Shares.
Exchange by the Shareholders. At the Closing (as defined in Section 1.02), the Shareholders shall sell, transfer, convey, assign and deliver to the Parent all of the Company Shares free and clear of all Liens in exchange for (i) an aggregate of Ten Million (10,000,000) shares of Parent Stock, after giving effect to the Forward Split and (ii) Parent Warrants to purchase an aggregate of Six Million (6,000,000) shares of the Parent’s common stock, issuable to certain shareholders and in such amounts as set forth on Exhibit A, attached hereto.
Exchange by the Shareholders. (a) At the Closing, each Shareholder shall sell, transfer, convey, assign and deliver to the Parent its Company Shares free and clear of all Liens (as defined in Section 2.01) in exchange for shares of Parent Series A Preferred Stock, with each Company Share being exchanged for 1,048,585,364 shares of Parent Series A Preferred Stock (the “Exchange Ratio”).
Exchange by the Shareholders. At the Closing (as defined in Section l.02), the Shareholders shall sell, transfer, convey, assign and deliver to the Parent all of the Company Shares free and clear of all Liens in exchange for the Parent Shares and cash payments (unless modified by the Parties) as follows: (a) $500,000 paid immediately upon Closing; (b) $500,000 on or before July 31, 2014; and (c) $500,000 on or before August 30, 2014.
Exchange by the Shareholders. Each Shareholder shall sell, transfer, convey, assign and deliver to PhoneBrasil all of the capital stock of Mikab owned by such Shareholder, (the “Mikab Shares”) free and clear of all liens, encumbrances, easements, security interests or similar interests in exchange for 94.2% of the outstanding PhoneBrasil Common Stock on an as converted basis which shall be issued to the Shareholders in two tranches. At the Closing the first tranche of 9,000,000 shares of PhoneBrasil Preferred Stock shall be issued to the Shareholders such that immediately following the Closing the Shareholders will own approximately 82.1 % of the issued and outstanding PhoneBrasil Common Stock on an as converted basis. The number of shares and the names of each Shareholder are reflected on Schedule 1.01 attached hereto. The second tranche representing the additional 12.1% of the outstanding PhoneBrasil Common Stock on an as converted basis (the “Second Tranche”) shall be issued to the Shareholders immediately following the consummation of the earlier of (i) a 1 for 100 reverse stock split of the PhoneBrasil Common Stock or (ii) an increase in the number of authorized shares of PhoneBrasil Common Stock to 1,650,000,000 shares. The 9,000,000 Shares of PhoneBrasil Preferred Stock will be represented by stock certificates of PhoneBrasil Preferred Stock which shall be issued to the Shareholders or their designees at the Closing. Pursuant to Section 9.02 below, if the Shareholders have not received the Second Tranche within six months following the Closing Date, the Shareholders shall receive additional shares of PhoneBrasil Preferred Stock in amounts as reflected on Schedule 1.01 so that they will own 94.2% of outstanding PhoneBrasil Common Stock on an as converted basis assuming no additional shares of PhoneBrasil Common Stock or Common Stock equivalents are issued and no Shareholder sells or otherwise transfers any shares. The shares of Preferred Stock, Series A or Common Stock to be issued to the Shareholders is reflected on Schedule 1.01. The Company expects that it shall file an Amended and Restated Certificate of Incorporation with the New Jersey Secretary of State on or after August 27, 2021 and immediately thereafter file a Certificate of Designation to create 3,094,504 shares of Series A Convertible Preferred Stock (the “Series A”). At such time as the Series A is authorized, the Shareholders and DR shall exchange their Preferred Stock for Series A as reflected on Schedule 1.01. Th...
Exchange by the Shareholders. Subject to and upon the terms and conditions set forth in this Agreement, at the Closing (as defined in Section 2.3), the Shareholders shall sell, transfer, convey, assign and deliver to the Purchaser all of the Company Shares free and clear of all Liens in exchange for 2,000,000 shares of the Purchaser’s common stock, based on a per share rate of $2.79 per share. The Purchaser Shares shall be issued to the Shareholders, on a pro rata basis, in the amounts and to the each Shareholder, as follows: Shareholder Name Registrable Shares Piggy-Back Shares Total Percent Industrial Security Alliance Partners, Inc. 625,000 625,000 1,250,000 62.50 % Halls of Valhalla, LLC 375,000 375,000 750,000 37.50 % Total Purchaser Shares 1,000,000 1,000,000 2,000,000 100.00 %
Exchange by the Shareholders. At the Closing, each Shareholder shall sell, transfer, convey, assign and deliver to ECOP its shares of Common Stock of SUN free and clear of any lien, security interest, pledge, equity and claim of any kind, voting trust, stockholder agreement and other encumbrance (“Liens”) in exchange for the ECOP Stock which the Shareholders direct the ECOP Stock be distributed to the persons as listed on Annex B opposite such name. At the Closing, ECOP shall issue the Shares as provided in Annex B.
Exchange by the Shareholders. At the Closing (as defined in Section 1.02), the Shareholders shall sell, transfer, convey, assign and deliver to Textmunication all of the Company Shares free and clear of all Liens in exchange for Textmunication Shares.
Exchange by the Shareholders. At the Closing (as defined in Section 1.02), the Shareholders shall sell, transfer, convey, assign and deliver to the Parent all of the Company Shares free and clear of all liens, security interests, pledges, equities and claims of any kind, voting trusts, shareholder agreements and other encumbrances (collectively, “liens”) in exchange for an aggregate of 3,600,000,000 shares of Parent Stock, in the amounts for each Shareholder set forth on Schedule 1.01, which shall detail for each Shareholder the number of shares of Company stock owned by it . Of the 3,600,000,000 shares of Parent Stock, 150,000,000 shares shall be issued at Closing, and the balance shall be delivered at the time of the effectiveness of the 1:400 reverse split of its issued shares. All share numbers herein are pre – 1:400 reverse split.
Exchange by the Shareholders. At the Closing (as defined in Section 1.02), the Shareholders shall sell, transfer, convey, assign and deliver to the Parent all of the Common Shares free and clear of all Liens in exchange the Parent’s issuance to the Shareholders, on a pro rata basis, of shares of the Series A, as set forth in Schedule A attached hereto. The rights, preferences, and other attributes of the Series A shall be as set forth in the Parent’s Certificate of Designation of Series A Preferred Stock, the form of which is attached hereto as Exhibit B. The Parent’s Class of Series A Preferred Stock shall be convertible, as whole, to number of shares of common stock of the Parent equal to ninety percent (90%) of the issued and outstanding common stock of the Parent following such conversion, based upon the Parent’s number of issued and outstanding shares of common stock, on a fully diluted basis, as of the Initial Closing. The number of shares of Series A issuable to the Shareholders on each of the Initial Closing and each Subsequent Closing, as described below, shall be determined with reference to the cumulative documented annual revenues of the Company and the Company’s Acquired Material Businesses, as defined and described below.
