Share Exchange Sample Clauses

Share Exchange. Effective at 12:01 a.m. (Pacific Time) on the Effective Date and prior to the Effective Time, the shares of the Vendor will be exchanged for shares of the Purchaser as follows: (a) subject to Articles 3.1(b) and 3.1(c) below, each Membership Equity Share of the Vendor will be exchanged for one fully paid Equity Share of the Purchaser, up to a maximum of 1,000 Equity Shares of the Purchaser per Shareholder; (b) if any Shareholder of the Vendor holds more than 1,000 Membership Equity Shares of the Vendor or any Shareholder of the Vendor, who is already a member of the Purchaser, would hold more than 1,000 Equity Shares of the Purchaser after the share exchange described above in Article 3.1(a), the Membership Equity Shares of the Vendor in excess of 1,000, either alone or in combination with Equity Shares of the Purchaser held by the Shareholder prior to the share exchange contemplated above (in either case, the “Excess Membership Shares”), will not be exchanged for Equity Shares of the Purchaser. In such case, an amount of $1.00 shall be made available for each of the Excess Membership Shares which is not exchanged for Equity Shares of the Purchaser by depositing such amount in the demand deposit account held with the Purchaser which is in the name of the Shareholder of the Excess Membership Shares not exchanged; (c) for any Membership Equity Shares of the Vendor which are jointly held by two or more Shareholders, such Membership Equity Shares of the Vendor will be exchanged for an equivalent number of fully paid, jointly held Equity Shares of the Purchaser, which shall be allocated equally among the joint holders, except that: (i) where an equal allocation of the jointly held Membership Equity Shares among the joint holders would lead to the issuance of fractional shares, the Purchaser will round up or round down the shares exchanged at its discretion in a manner that results in an exchange of non‐fractional (i.e., whole) shares; (ii) in the case of any Membership Equity Shares of the Vendor jointly held by more than four Shareholders, such shares shall be exchanged for individually held Equity Shares of the Purchaser; and, after the share exchange contemplated in this Article 3.1(c), each joint holder of jointly held Membership Equity Shares of the Vendor shall become a member of the Purchaser in the Shareholder’s own right, provided that the Shareholder holds at least five Equity Shares of the Purchaser; and (d) the unissued shares of the Vendor will not...

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. 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. 30.1 Simultaneous with the the Proposed Distribution, each Party to this Agreement holding ordinary shares in the share capital of Near Sing and/or any preference shares in the share capital of Near Sing, issued by Near Sing on the terms and conditions set forth in the Constitution of Near Sing (the Existing Near Sing Shares” and the holders of such shares, “Existing Near Sing Shareholders”) shall be deemed to exchange each Near Sing ordinary share and each Near Sing preference share for a number of shares of Company Common Stock and Company Preferred Stock as set forth on Part A of Schedule 1 (the “Share Exchange” and the shares being delivered to the Shareholders in connection with the Share Exchange are referred to herein as the “Company Shares”). Each Party agrees that the Share Exchange shall be deemed to have occurred simultaneously without any further action or notice by any Party in connection with the Proposed Distribution and without the payment of any other consideration by any Party hereto. The share capitalization and the shareholdings of each holder of shares of Ordinary Shares and Preference Shares shall be as set forth on Part B of Schedule 1. 30.2 Each Existing Near Sing Shareholder severally, and not jointly, hereby represents and warrants to the Company and Near Sing, all of which representations and warranties are true, complete, and correct in all respects as of the Execution Date and the Effective Date, as follows: 30.2.1 Such Existing Near Sing Shareholder has the right, power, legal capacity and authority to enter into and perform such Existing Near Sing Shareholder’s obligations under this Agreement; and no approvals or consents are necessary in connection with it. All of the Existing Near Sing Shares owned by such Existing Near Sing Shareholder are owned free and clear of all liens, pledges, encumbrances, changes, restrictions or known claims of any kind, nature or description. 30.2.2 The Existing Near Sing Shares owned by such Existing Near Sing Shareholder will be cancelled pursuant to Proposed Distribution and at the time of the Proposed Distribution such Existing Near Sing Shares shall be free and clear of any encumbrances and from all taxes, liens and charges with respect to the transfer thereof and such Existing Near Sing Shares shall be fully paid and non-assessable with the holder being entitled to all rights accorded to a holder of such shares of the capital stock of Near Sing. 30.2.3 Each such Existing Near Sing Sharehol...

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. 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 $507 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. On the terms and subject to the conditions set forth in this Agreement, (a) the Company agrees to issue and deliver to the Investor the Exchange Interim Securities and a warrant (the “Warrant”) to purchase the number of shares of Common Stock equal to (A) the number of Exchange Interim Securities multiplied by (B) the quotient of (x) 790,000,000 and (y) the sum of (1) the shares of Series M Interim Stock issued to the Investor and the additional holders of preferred stock of the Company (the “Preferred Stock”) pursuant to the Exchange and the other private exchange offers (other than the UST Exchanges) as contemplated by the Transaction Outline (the “Transaction Outline”) dated as of February 27, 2009 as agreed upon with the UST (as defined below), the Investor and certain holders of the Company’s preferred stock (the “Private Exchanges”) and attached as Annex A, (2) the shares of Series M Interim Stock issued to the United States Department of the Treasury (the “UST”) pursuant to the private exchange offer (the “First UST Exchange”) with the UST previous to, or concurrent with, the issuances contemplated by (1) as contemplated by the Transaction Outline, and (3) the shares of Series M Interim Stock to be issued to the UST pursuant to subsequent exchanges (each, a “Subsequent UST Exchange” and, together with the First UST Exchange, the “UST Exchanges”) upon consummation of the public exchange offers to be made by the Company for its preferred securities, trust preferred securities and enhanced trust preferred securities as contemplated by the Transaction Outline (it being agreed by the Company and acknowledged by the Investor that pursuant to the terms of the Warrant, the number of shares of Common Stock subject to any such warrant will be automatically reduced at the time of the closing of any Subsequent UST Exchange to reflect the issuance of any Series M Interim Stock at such time to the UST, in accordance with the foregoing formula), and (b) in exchange therefor, at the Closing, the Investor shall deliver to the Company the Exchange Preferred Shares duly endorsed or accompanied by stock powers duly endorsed in blank.