Share Swap Sample Clauses

Share Swap. Subject to the terms and conditions of this Agreement: (a) Ten-League Corp shall transfer the Sale Shares, representing the entire issued and paid-up share capital of Ten League (E&T), to the Nominee (as nominee of Ten-League International) free from all Encumbrances and together with all rights, dividends, benefits and entitlements attaching thereto as at the Completion Date; and (b) in consideration of the aforementioned transfer of the Sale Shares, Ten-League International shall allot and issue one (1) Consideration Share credited as fully paid-up to Ten-League Corp, and Ten-League Corp hereby agrees to subscribe for such Consideration Share on the terms set out herein, (collectively, the “Share Swap”).

Share Swap. 2.1 Purchase of shares of the Target Company (1) Purchase and Sale of the shares of the Target Company held by ▇▇ ▇▇▇▇▇▇. (2) Purchase and Sale of the shares of the Target Company held by ▇▇▇ ▇▇▇▇▇▇▇▇.

Share Swap. 6.1 During the period between 20 Business Days before and five Business Days before the completion of a sale of more than 50 per cent. of the shares in the capital of SingLife to a party other than an existing shareholder of SingLife (“SingLife’s New Majority Shareholder”) (such sale, “SingLife Exit Event”), each of Di-Firm and AEV, shall have the right (but not the obligation) to exchange all (and not some only) of its Shares (“Company Swap Shares”) for such number of new shares in the capital of SingLife to be issued to Di-Firm or AEV or their respective affiliates, as the case may be (“SingLife Swap Shares” and such exchange right, the “Exchange Right”), to be determined as follows: Where:

Share Swap. Upon receipt of the Share Swap Notice, Vianet shall cause Vianet ListCo to purchase any and all of the Swap Shares in consideration of new shares to be issued by Vianet ListCo to the Investor, the number of which shall be calculated based on the respective fair market value of JV Co 1 determined pursuant to the provisions of Section 13.4(b) (Dissolution Exit) and the then actual publicly traded share price of Vianet ListCo.

Share Swap. On the terms and subject to conditions of the Share Swap Agreement, the Vendors shall transfer the entire issued share capital of DKI, unencumbered, save for two (2) shares of DKI which shall be transferred separately to affiliated companies of or companies nominated by each of the Company and LDC (the “Sale Shares”) to the Purchaser for an aggregate consideration of US$2 million, based on the Independent Valuation (as defined herein) (the “Acquisition”). The Purchaser shall satisfy the aggregate consideration for the Acquisition by the allotment and issue of shares of the Purchaser (the “Purchaser Shares”) at an issue price of US$1 per share to the Vendors, pro-rata to each Vendor’s proportion of shareholdings in DKI. Pursuant to the Share Swap Agreement, the Vendors have renounced their rights to the allotment in favour of the Company and irrevocably directed the Purchaser to issue the Purchaser Shares to the Company for an aggregate consideration of US$2 million (the “Renunciation”). The Company shall satisfy the aggregate consideration for the Renunciation by the allotment and issue of the shares of the Company (the “Consideration Shares”) at an issue price of S$0.307 per share to the Vendors, pro-rata to each Vendor’s right to receive his or her allotment of the Purchaser Shares pursuant to the Acquisition (the “Share Issue”). The consideration in respect of the Acquisition and Renunciation (collectively, the “Share Swap”) was agreed upon between the Company, the Purchaser and the Vendors after arm’s length negotiations and on a willing-buyer and willing-seller basis, and is in accordance with the independent confirmatory valuation of DKI and consequently the shares of DKI (on a cash and debt free, no undisclosed liability and full unencumbered title and ownership basis) undertaken by PT Kreasi Laksana on 31 July 2009 (the “Independent Valuation”). The issue price of S$0.307 per Consideration Share is equivalent to the average of the closing price of shares of the Company traded on the Singapore Exchange Securities Trading Limited (the “SGX-ST”) in the five (5) market days prior to execution of the Share Swap Agreement. The Consideration Shares shall, upon allotment and issuance, rank pari passu in all respects with the then existing shares of the Company for any dividends, rights, allotments or other distributions, the record date of which falls on or after the issue of the Consideration Shares.

Share Swap. Upon the terms and subject to the satisfaction or, to the extent permitted by applicable Law, waiver of the conditions set forth in this Agreement and in accordance with applicable Law, at the Share Swap Record Date, the Company shall be acquired by Buyer to become a wholly-owned Subsidiary of Buyer.

Share Swap. Subject to the provisions of Section 3, the Company undertakes not to enter into any share swap agreement or arrangement (such as a merger, reorganization, or sale of all, or substantially all, of the Company’s shares) (“Share Swap”), unless the other company to such a Share Swap agreement undertakes to allot to the Holder, upon, and subject to, the exercise of this Warrant, such securities as were swapped for the shares of the Company, as though the Holder had held the Warrant Shares on the record date of the Share Swap. In the event of a Share Swap, the securities issuable upon exercise of this Warrant shall be the swapped securities of such other company (not the Company’s shares). Nothing herein shall derogate from the notice requirements of Section 4.

Share Swap. On the Closing Date, upon the terms and subject to the conditions set forth in this Agreement, immediately following the Merger Effective Time, (a) Exchange Sub shall subscribe for and New PubCo shall issue the Aggregate Share Swap Consideration to Exchange Sub, (b) each Company Shareholder shall sell, transfer, convey, assign and deliver all of the Company Common Shares it holds to Exchange Sub in exchange for the number of New PubCo Ordinary Shares required to be paid to such Company Shareholder pursuant to Section 3.2(b), and (c) Exchange Sub shall distribute all of the Company Common Shares it receives from Company Shareholders pursuant to the preceding clause (b) to New PubCo in exchange for the Aggregate Share Swap Consideration received by Exchange Sub from New PubCo pursuant to the preceding clause (a), which Aggregate Share Swap Consideration shall be distributed in accordance with Section 3.4 (collectively, the “Share Swap” and such time as the Share Swap is consummated being the “Share Swap Effective Time”).

Share Swap. 2.1. Subject to the provisions of this Agreement, each of the Transferors shall as registered and beneficial owner sell and transfer to the Company and the Company shall purchase and accept transfer of the number of BVI Sub Shares set out opposite the respective names of the Transferors in the second column of Schedule 1 free from all claims, liens, charges, encumbrances, equities and other third party rights whatsoever and together with all rights now or hereafter attaching thereto. 2.2. The Company shall, in consideration of the aforesaid sales and transfer, allot and issue, credited as fully paid, the Consideration Shares to each of the Transferors, the number of which are set out against each such Transferor’s name in the third column of Schedule 1. 2.3. Each of the Transferors hereby waives all right of first refusal, right of co-sale and pre-emptive right over the BVI Sub Shares or any of them or any proceeds deriving therefrom to which they or any other person may be entitled under the memorandum of association and articles of association of the BVI Sub or otherwise to the extent required for the sale and purchase of the BVI Sub Shares in accordance with the terms of this Agreement. 2.4. The Investors (as defined in the Shareholders’ Agreement), who collectively comprise the Majority Series F Holders (as defined in the Shareholders’ Agreement), hereby consent to the sale and transfer of the Founders’ BVI Sub Shares, pursuant to Section 2.2 of the Shareholders’ Agreement.