Stock Exchange. Listing The listing or trading of any shares or debt securities on any stock exchange or market. None. None.
Stock Exchange. At Closing (as hereinafter defined), the stockholders of Matrix listed on Schedule I (the "Stockholders") will deliver to Avtel 3,484,260 properly endorsed, unencumbered Matrix common shares (the "Stock"), representing 100% of the outstanding Matrix common stock, in exchange for 34,590,049 shares of common stock of Avtel (such numbers to be adjusted to give effect to the Merger and Reverse Stock Split (defined below)), which will not be registered under the Securities Act of 1933, as amended.
Stock Exchange. No certificates for fractional Common Shares shall be issued or delivered in connection with the transaction contemplated by this Agreement. To the extent that a fractional Common Share would otherwise have been deliverable under the formula set out in the preceding portion of this Section 3(a), Seller shall be entitled to receive a cash payment therefor in an amount equal to the value (determined with reference to the closing price of Common Shares as reported on the New York Stock Exchange Composite Tape on the last full Trading Day immediately prior to the Closing Date) of such fractional interest. Such payment with respect to fractional shares is merely intended to provide a mechanical rounding off of, and is not separately bargained for, consideration. Within five (5) business days following the execution of this Agreement, Buyer shall open an escrow account (the "Earnxxx Xxxey Escrow") with First American Title Insurance Company, Troy, Michigan Office, Commercial Advantage Division (the "Title Company") and deposit of One Hundred Thousand Dollars ($100,000) (the "Earnxxx Xxxey Deposit")
Stock Exchange. Purchaser hereby agrees to issue 500,000 shares of its restricted common stock to the Company in exchange for 500,000 shares of the Company’s common stock, which will represent 50% of the Company’s issued and outstanding shares of common stock immediately after the 500,000 shares are issued to Purchaser. This transaction shall be exempted from the registration and prospectus delivery requirements of the Securities and Exchange Act of 1933, as amended (the “Securities Act”), the Shareholder Units. The 500,000 shares of Purchaser’s restricted Common Stock to be issued to the Company shall be issued within 10 days after the first full month that the Company generates revenue. After the 500,000 shares of Purchaser’s restricted Common Stock has been issued to the Company, the shares shall vest to the Company at the rate of 25% per year from the date of issuance.
Stock Exchange. In consideration for the sale, conveyance, transfer, and delivery of the Stocks and Assigned Contracts and upon the terms and subject to the conditions set forth in this Agreement, XXXX convey, transfer to PPIN the following, which shall be:
Stock Exchange. On the Effective Date, Columbus shall sell, assign, transfer and deliver to WRF Trust 16,919 shares (the “First Columbus B Shares”) of Series B Common Stock (“Series B Common Stock”) of Ascent Capital Group, Inc. (the “Company”) owned beneficially and of record by Columbus, free and clear of all liens, in exchange for 18,611 shares of Series A Common Stock (“Series A Common Stock”) of the Company (the “WRF A Shares”) owned beneficially and of record by WRF Trust, which the WRF Trust shall sell, assign, transfer and deliver to Columbus, free and clear of all liens. Simultaneously, Columbus shall sell, assign, transfer and deliver to Xxxx 86,122 shares (the “Second Columbus B Shares” and together with the First Columbus B Shares, the “Columbus B Shares”) of Series B Common Stock owned beneficially and of record by Columbus, free and clear of all liens, in exchange for 94,734 shares of Series A Common Stock (the “Xxxxxxxxxx A Shares”) owned beneficially and of record by Xxxx, which Xxxx shall sell, assign, transfer and deliver to Columbus, free and clear of all liens. For the avoidance of doubt, all of the foregoing share exchanges are occurring simultaneously. On the Effective Date, Columbus, WRF Trust and Xxxx will deliver appropriate documents and instructions as are required by the Company’s transfer agent to transfer the First Columbus B Shares to WRF Trust, to transfer the Second Columbus B Shares to Xxxx and to transfer simultaneously the WRF A Shares and the Xxxxxxxxxx A Shares to Columbus. Each of the exchanges of Series B Common Stock for Series A Common Stock being consummated pursuant to this Agreement are intended to qualify, for United States federal income tax purposes, as a tax-free exchange pursuant to Section 1036(a) of the Internal Revenue Code of 1986, as amended.