Issuance and Exchange. At Closing to be held in accordance with the provisions of Article 2 below and subject to the terms and agreements set forth herein, BETA agrees to issue each of the Shareholders who agree to, severally and jointly, to exchange the number of authorized and newly issued shares of BETA Stock determined as provided in Section 1.2 below for each share of USAVE Stock owned by them. In consideration for the shares of BETA Stock to be exchanged, the Shareholders each shall deliver to BETA stock certificates evidencing their ownership of USAVE, together with duly executed stock powers to effectuate the transfer.
Issuance and Exchange. At the Closing (as defined in Section 2.1 below), to be held in accordance with the provisions of Article II below and subject to the terms and agreements set forth herein, Public Company shall authorize Public Company's transfer agent to issue to the Shareholders the number of duly authorized and newly issued shares of common stock, par value $0.001, of Public Company (the "Public Company Stock") set forth in Section 1.2 below for the outstanding shares of Holding Co Stock. In consideration for the shares of Public Company Stock to be exchanged, the Shareholders shall have delivered to counsel for Public Company, prior to Closing, certificates evidencing their shares of Holding Co, together with duly executed stock powers to effectuate the transfer. Counsel for Public Company shall release the Holding Co shares, over which he has custody, to Public Company in accordance with the written instruction of Public Company, assuming satisfaction by the Shareholders and Holding Co of all applicable conditions set forth in this Agreement.
Issuance and Exchange. At the Closing (defined below) to be held in accordance with the provisions of Article 2 below and subject to the terms and agreements set forth herein, SSI shall authorize SSI's transfer agent to issue to each of the Shareholders the number of authorized and newly issued shares of SSI Stock as provided in Section 1.2 below for each share of MSSI Stock owned by them. In consideration for the shares of SSI Stock to be exchanged, the Shareholders shall have delivered to counsel for SSI, prior to Closing, certificates evidencing their shares of MSSI, together with duly executed stock powers to effectuate the transfer. Counsel for SSI shall release the MSSI Shares, over which he has custody, to SSI at the Closing, assuming satisfaction by the Shareholders and MSSI of all applicable conditions set forth in this Agreement.
Issuance and Exchange. Subject to the terms and upon the conditions set forth in this Agreement, and except as otherwise provided by Section 1.3, on the Closing Date, Purchaser shall issue to each Selling Shareholder the number of shares of Purchaser Common Stock set forth opposite their names on Schedule 1 attached hereto in exchange for all the Shares owned by such Selling Shareholder set forth opposite their names on Schedule 1 attached hereto.
Issuance and Exchange. Subject to the terms and conditions hereof, at the Closing, (a) Cytel hereby agrees to (i) issue to Searxx xxx 859,666 shares of Cytel Series S in exchange for all of the 1,032,149 shares of Epimmune Series B owned by Searxx xxx (ii) issue to Searxx xxx 549,622 shares of Cytel Series S-1 in exchange for all of the 659,898 shares of Epimmune Series B-1 owned by Searxx, xxd Searxx xxxees to (i) exchange all of its Epimmune Series B for 859,666 shares of Cytel Series S and (ii) exchange all of its Epimmune Series B-1 for 549,622 shares of Cytel Series S-1.
Issuance and Exchange a) At the Exchange Effective Time, and subject to the conditions set forth in this Agreement, (i) the Sponsor shall surrender for cancellation to the Company all of the Sponsor’s 5,933,333 Private Placement Warrants, which shall be deemed automatically cancelled and retired in full, and the Private Placement Warrant Agreement shall be deemed automatically terminated and all rights, liabilities and obligations thereunder discharged in full, and (ii) in consideration therefor, the Company shall issue to the Sponsor 890,000 Class F Shares (the “Warrant Exchange Closing”).
Issuance and Exchange. At the Closing (as defined in Section 2.1 below), to be held in accordance with the provisions of Article II below and subject to the terms and agreements set forth herein, Blaze shall (a) authorize Blaze’s transfer agent to issue to EESV 70,000,000 shares of duly authorized and newly issued shares of common stock, $0.01 value, of Blaze (the “Blaze Stock”), in consideration for all of the issued and outstanding shares of common stock of Subsidiary.
Issuance and Exchange. At the Closing (as defined in Section 2.1 below), to be held in accordance with the provisions of Article II below and subject to the terms and agreements set forth herein, Royal shall issue to the Members 1,750,000 shares of Royal common stock, $0.00001 par value (the “Royal Stock”).
Issuance and Exchange. At Closing to be held in accordance with the provisions of Article 2 below and subject to the terms and agreements set forth herein, Swordfish agrees to issue the Shareholder who agrees, to exchange the newly issued shares of Swordfish Stock. In consideration for the shares of Swordfish Stock to be exchanged, the Shareholder shall deliver to Swordfish stock certificates, or such other legally enforceable document evidencing ownership of IPoint, together with duly executed stock powers to effectuate the transfer.
Issuance and Exchange. At Closing to be held in accordance with the provisions of Article 2 below and subject to the terms and agreements set forth herein, 1STOP agrees to issue each of the Shareholders who agree, severally and jointly, to exchange the number of authorized and newly issued shares of 1STOP Stock determined as provided in Section 1.2 below for each share of Global Stock owned by them. In consideration for the shares of 1STOP Stock to be exchanged, the Shareholders each shall deliver to 1STOP stock certificates evidencing their ownership of Global, together with duly executed stock powers to effectuate the transfer.
