Share Exchange Sample Clauses

Share Exchange. At the Effective Time, subject to Sections 2.4 and 2.5 hereof, each Unit (other than Cash Election Units and Units owned by the parent of Sub) shall be converted into that number of PSI Shares equal to, rounded to the nearest thousandth, the quotient (the "Conversion Number") derived by dividing $442 by the average of the per share closing prices on the New York Stock Exchange, Inc. (the "NYSE") of PSI Shares during the 20 consecutive trading days ending on the fifth trading day prior to the Effective Time. If, prior to the Effective Time, PSI should split or combine the PSI Shares, or pay a stock dividend, the Conversion Number will be appropriately adjusted to reflect such action.

Share Exchange. Subject to the terms and conditions hereof, the Seller agree to sell, transfer and deliver to the Buyer, at the Closing, all of the Sale Shares, free and clear of all Liens and together with all rights attached or accruing to them at the Closing Date (as defined below), and the Buyer agrees to issue to the Seller, at the Closing, all of the Consideration Shares free and clear of all Liens and together with all rights attached or accruing to them at the Closing Date (such transaction, the “Share Exchange”).

Share Exchange. In the case of a Share Exchange, (i) the Exchanging Holder (or other Person(s) whose name or names in which the Deliverable Common Stock is to be issued) shall be deemed to be a holder of Deliverable Common Stock from and after the close of business on the Exchange Date. (ii) as promptly as practicable on or after the Exchange Date (but not later than the close of business on the Business Day immediately following the Exchange Date), RocketCo shall deliver or cause to be delivered to the Exchanging Holder (or other Person(s) whose name or names in which the Deliverable Common Stock is to be issued) the number of shares of Deliverable Common Stock deliverable upon such Exchange, registered in the name of such Holder (or other Person(s) whose name or names in which the Deliverable Common Stock is to be issued). To the extent the Deliverable Common Stock is settled through the facilities of The Depository Trust Company, RocketCo will, subject to Section 2.02(d)(iii) below, upon the written instruction of an Exchanging Holder, deliver or cause to be delivered the shares of Deliverable Common Stock deliverable to such Holder (or other Person(s) whose name or names in which the Deliverable Common Stock is to be issued), through the facilities of The Depository Trust Company, to the account of the participant of The Depository Trust Company designated by such Holder. (iii) If the shares of Deliverable Common Stock issued upon an Exchange are not issued pursuant to a registration statement that has been declared effective by the Securities and Exchange Commission, such shares shall bear a legend in substantially the following form: THE TRANSFER OF THESE SECURITIES HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY OTHER JURISDICTION, AND MAY NOT BE SOLD OR TRANSFERRED OTHER THAN IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED (OR OTHER APPLICABLE LAW), OR AN EXEMPTION THEREFROM. (iv) if (i) any shares of Deliverable Common Stock may be sold pursuant to a registration statement that has been declared effective by the Securities and Exchange Commission, (ii) all of the applicable conditions of Rule 144 are met, or (iii) the legend (or a portion thereof) otherwise ceases to be applicable, RocketCo, upon the written request of the Holder thereof shall promptly provide such Holder or its respective transferees, without any expense to such Persons (other than applicable tra...

Share Exchange. Each of the Shareholders desires to transfer to, and the Acquiror desires to acquire from each Shareholder, that number of Shares set out beside the respective names of the Shareholders in Exhibit B for the consideration and on the terms set forth in this Agreement. The aggregate consideration for the Shares acquired by the Acquiror pursuant to this Agreement will be 20,000,000 shares of the Acquiror's Common Stock to be issued on a pro rata basis among the Shareholders based on the percentage of the Shares owned by such Shareholder as set forth in Exhibit B.

Share Exchange. (a) Shareholder's right to exchange its Subject Shares hereunder shall apply as to all, but not less than all, of the Subject Shares which are eligible for exchange as described in this subparagraph (a). Assuming Shareholder has complied with all of the conditions allowing for an exchange pursuant to this Agreement, all of the Subject Shares are eligible for exchange.

Share Exchange. At the Closing, the Orient Come Shareholders shall transfer 2 Shares, representing all of the issued and outstanding shares of Orient Come, and, in consideration therefor, subject to Section 2.2, Acquiror Company shall issue to Orient Come Shareholders and their assignees an aggregate of 13,000,000 fully paid and nonassessable shares of Acquiror Company Common Stock (the “Share Exchange”).

Share Exchange. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the Nevada Revised Statutes ("Nevada Statutes"), at the Closing (as hereinafter defined), the parties shall do the following: (a) OTM shall cause the Shareholders to convey, assign, and transfer the Ownership Interest to NAS by delivering to NAS executed and transferable share certificates endorsed in blank (or accompanied by duly executed stock powers endorsed in blank) in proper form for transfer. The Ownership Interest transferred to NAS at the Closing shall constitute 100% of the issued and outstanding shares of capital stock, both common and preferred, of OTM. (b) As consideration for its acquisition of the Ownership Interest, NAS shall issue the Exchange Shares to the Shareholders in the denominations set forth on Schedule 1.01(b) hereto by delivering book entry records and/or share certificates to the Shareholders evidencing the Exchange Shares (the "Exchange Shares Certificates"). (c) For federal income tax purposes, the Share Exchange is intended to constitute a "reorganization" within the meaning of Section 368 of the Code, and the parties shall report the transactions contemplated by the this Agreement consistent with such intent and shall take no position in any tax filing or legal proceeding inconsistent therewith. The parties to this Agreement hereby adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations. None of NAS or OTM has taken or failed to take, and after the Effective Time (as defined below), NAS shall not take or fail to take, any action which reasonably could be expected to cause the Exchange to fail to qualify as a "reorganization" within the meaning of Section 368(a) of the Code.

Share Exchange. (a) Subject to Section 2(c), the parties hereto agree that the Exchange shall be effectuated by the Borrower delivering an irrevocable instruction letter to The Bank of New York Mellon, in the form attached hereto as Exhibit A (the “Instruction Letter”), pursuant to which the Borrower shall direct The Bank of New York Mellon, on the Effective Date (as defined below), as promptly as possible on or after the Effective Date to assign, transfer, convey and deliver to the account of each Lender (or the account of a designated related party to such Lender) specified in the Instruction Letter the number of units of Underlying Equity specified therein for such Lender (or its designated related party) free and clear of all liens and encumbrances (other than imposed by applicable law), with effect from and after the Effective Date. The parties hereto agree that the transfer or transfers of units of Underlying Equity to the Lenders (or their designated related parties) in exchange for a reduction of the outstanding Loans under the Credit Agreement effectuated pursuant to this Agreement shall collectively be considered one transaction, occurring on the Effective Date. (b) The Agent and Lenders hereby agree that any restrictions, requirements or conditions precedent contained in the Credit Agreement to the entering into and performance of this Agreement, including, without limitation, any requirements of prior notice contained in the Credit Agreement with respect to the matters contemplated by this Agreement, are waived. In connection with the occurrence of the Exchange, the Lenders direct the Agent, and the Agent releases its security interests in all of the Collateral Shares. Each of the parties hereto agrees that after Lenders (or their designated related parties) have received the units of Underlying Equity constituting the Exchange, the aggregate principal amount of Loans outstanding under the Credit Agreement is $19,543,707.61. (c) Notwithstanding anything to the contrary in this Section 2, the payments contemplated to be made pursuant to Section 2(a) above shall be deemed not to have occurred until each Lender (or its designated related party) shall have received in its account referred to in the Instruction Letter the units of Underlying Equity.

Share Exchange. At the Closing, (i) the Acquiree Shareholder shall transfer ten (10) shares of the Shares, representing ten percent (10%) of the issued and outstanding Ordinary Shares of the Acquiree, to the Acquiror and (ii) in consideration therefor, subject to Section 2.02, Acquiror shall issue an aggregate of 16,600,000 fully paid and nonassessable shares of Acquiror Common Stock to the Acquiree Shareholder (the “Share Exchange”).