Shares Being Exchanged. Effective at the closing of this Agreement (the "Closing"), and subject to the terms and conditions of this Agreement the Shareholders shall as- sign, transfer and deliver to the Company all of the Faceprint Shares which they own.
Shares Being Exchanged. Subject to the terms and conditions of this Agreement, at the Closing provided for in Section 2.01 hereof (the "Closing"), being held simultaneously with the execution of this Agreement, each Stockholder is selling, assigning and delivering to the Buyer the number of Shares set forth in the column marked "Company Shares Owned" on Schedule A, opposite the name of such Stockholder.
Shares Being Exchanged. Subject to the terms and conditions of this Agreement, at the Closing, provided for in Section 2.01 hereof (the "Closing"), Shareholders are assigning and delivering to Buyer the Shares and Buyer is acquiring such Shares, free and clear of all liens, claims, options, charges and encumbrances whatsoever in exchange for such number of Common Shares of the Buyer's Common Stock to represent after issuance 80% of all issued and outstanding shares of the Buyer's Common Stock after giving effect to all options, warrants or other rights calling for issuances of Common Shares of the Buyer's Common Stock (except for issuances pursuant to a Securities Purchase Agreement and an Option Agreement with certain offshaore investment funds dated on even date hereof (the "Contemperaneous Issuances"). As of the date hereof, 4,561,245 shares of Buyer's Common Stock are issued and outstanding, and options, warrants or other rights calling for issuances of 3,865,000 Common Shares of the Buyer's Common Stock are outstanding, except for the Contemperaneous Issuances. Accordingly, as of the date hereof, and before giving effect to any adjustments contemplated under Paragraph 1.04 below, the number of Common Shares of the Buyer's Common stock which represent, after issuance, 80% of all issued and outstanding shares of the Buyer's Common Stock after giving effect to all options, warrants or other rights calling for issuances of Common Shares of the Company currently outstanding, is 33,732,9800, except for the Contemperaneous Issuances."
Shares Being Exchanged. Effective at the closing of this Agreement (the "Closing"), and subject to the terms and conditions of this Agreement, Shareholder shall assign, transfer and deliver to the Company the WL Shares.
Shares Being Exchanged. Effective at the closing of this Agreement (the "Closing"), and subject to the terms and conditions of this Agreement the Member shall assign, transfer and deliver to the Company all of the Wellstone Interests which they own.
Shares Being Exchanged. Subject to the terms and conditions of this Agreement, at the closing provided for in Section 2 hereof (the "Closing"), each of the SGI Stockholders shall sell, assign, transfer and deliver to the Company the number of shares of common stock of SGI set forth opposite each such SGI Stockholder's name on Exhibit A hereto (the shares of Common Stock of SGI sold, assigned and transferred to the Company hereunder are hereinafter referred to as the "SGI Shares").
Shares Being Exchanged. Subject to the terms and conditions of this Agreement, at the closing provided for in Section 2 hereof (the "Closing"), each of the Kaire Stockholders shall sell, assign, transfer and deliver to the Company all of the Kaire Shares which each of them respectively own.
Shares Being Exchanged. Subject to the terms and conditions of this Agreement, at the closing provided for in Section 2 hereof (the “Closing”), the Shareholder shall sell, assign, transfer and deliver to PFC 1,000 shares of Company’s common stock (the shares of Company common stock sold, assigned and transferred to PFC hereunder are hereinafter referred to as the “Company Shares”).
Shares Being Exchanged. Effective on execution of this Agreement, and subject to the terms and conditions of this Agreement the Shareholders hereby assign, transfer and delivers to the Company all of the AT Shares which they own.
Shares Being Exchanged. Subject to the terms and conditions of this Agreement, at the closing provided for in Section 2 hereof (the “Closing”), each of the WSTG Stockholders shall sell, assign, transfer and deliver to the Company the number of shares of common stock of WSTG set forth opposite each such WSTG Stockholder’s name on Exhibit A attached hereto (the shares of common stock of WSTG sold, assigned and transferred to the Company hereunder are hereinafter referred to as the “WSTG Shares”).
