Common use of Exchange Provisions Clause in Contracts

Exchange Provisions. At the Closing, and subject to the terms and conditions of this Agreement, the CSI Stockholders shall deliver their respective CSI Common Shares, as such CSI Common Shares are set forth on SCHEDULE 1.01 hereto, to the Exchange Agent in exchange for the Exchange Shares. In connection therewith, the CSI Stockholders shall convey to Chantal good and marketable title to the CSI Common Shares, free and clear of all liens, claims, debts, obligations or other encumbrances except such restrictions as are imposed by Federal or state securities laws. Chantal shall convey to the CSI Stockholders good and marketable title to their proportionate share of the Exchange Shares, free and clear of all liens, claims, debts, obligations or other encumbrances, except such restrictions as are imposed by Federal or state securities laws. The exchange of voting shares as herein provided shall be the sole consideration for the acquisition by the CSI Stockholders of the Exchange Shares. The principles governing the mechanics of the Exchange are more fully set forth under Section 1.08 hereinafter.