Tender and Exchange. Subject to the terms and conditions of this Agreement. At the Closing to be held as provided in Section 2, ECNC shall tender the ECNC Shares (defined below) to PCLICK, and PCLICK shall receive the ECNC Shares from ECNC, free and clear of all encumbrances other than restrictions imposed by Federal and State securities laws.
Tender and Exchange a. Subject to the terms and conditions of this Agreement, at the Closing to be held as provided in Section 2, BHSR shall tender the BHSR Shares (defined below) to DM2 on behalf of the DM2 Shareholders.
Tender and Exchange a. Subject to the terms and conditions of this Agreement, at the Closing to be held as provided in Section 2, AMWS shall tender the AMWS Shares (defined below) to STAR on behalf of the STAR Shareholders.
Tender and Exchange. Subject to the terms and conditions of this Agreement, at the Closing to be held as provided in Section 2, DABV shall issue in the name of NBMX and exchange with NBMX 8,167,387 shares of DABV's unregistered common stock (the "DABV Shares") free and clear of all encumbrances other than restrictions imposed by Federal and State securities laws, for all of the shares of capital stock of INFO (the "INFO Shares"). 2.
Tender and Exchange a. Subject to the terms and conditions of this Agreement, at the Closing to be held as provided in Section 2, Medsonix shall tender the Medsonix Shares (defined below) to (i) Advanced Acoustic on behalf of the Advanced Acoustic Shareholders and (ii) to Sonic Wellness on behalf of the Sonic Wellness Shareholders.
Tender and Exchange. Subject to the terms and conditions of this Agreement, at the Closing to be held as provided in Section 2, ELTI shall tender the ELTI Shares (defined below) to PTS, and PTS shall receive the ELTI Shares from ELTI, free and clear of all encumbrances other than restrictions imposed by Federal and State securities laws.
Tender and Exchange a. Subject to the terms and conditions of this Agreement, at the Closing to be held as provided in Section 2, AMWS shall tender the AMWS Shares (defined below) to AD&P on behalf of the AD&P Shareholders.
Tender and Exchange. Upon the terms and subject to the conditions of the exchange offer specified in the Memorandum, the Exchanging Holder hereby tenders to the Company all of, and not a partial interest in, the principal amount, together with any accrued and unpaid interest (including any default interest) thereon, of the Old Note. On the Effective Date (defined below), the Company will exchange the Indebtedness represented by the Old Note tendered herewith for a number of shares of Series A Stock determined by dividing the Indebtedness by $100, and rounding up to the nearest whole share of Series A Stock (the "Exchange"). No fractional shares of Series A Stock will be issued for such Old Note. No additional payment will be made for default interest or interest accrued after June 30, 2002 on the Old Note, which is hereby irrevocably waived. Subject to the Exchange, and effective on the Effective Date, the Exchanging Holder hereby tenders, exchanges, assigns, and transfers to, or upon the order of, the Company all right, title, and interest in and to the Old Note and the Indebtedness represented thereby. The Exchanging Holder irrevocably constitutes and appoints Xxxxx X. Xxxxx as its attorney-in-fact and agent, with the power of substitution, for the Exchanging Holder in any and all capacities, to transfer the Old Note to the Company as set forth in this Section 1, granting to said attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as the Exchanging Holder might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, or its substitute, may lawfully do or cause to be done by virtue of this power of attorney. Promptly following the Effective Date and the Company's acceptance of the tender of the Exchanging Holder's Indebtedness represented by the Old Note, the Company will cause to be delivered to the Exchanging Holder certificates issued in the Exchanging Holder's name representing the number of shares of Series A Stock for which such Exchanging Holder's Indebtedness has been exchanged at the address set forth below the Exchanging Holder's name on the signature page of this Agreement. The Exchanging Holder is delivering herewith the original executed copy of the Old Note representing the Indebtedness tendered hereby. In the event the exchange offer is terminated for any reason or the Company rejects the tendered In...
Tender and Exchange. Subject to the terms and conditions of this Agreement, at the Closing to be held as provided in Section 2.1, SHOK shall tender 1 share of common stock of SHOK (the "SHOK Shares") to GULF, and GULF shall receive the SHOK Shares from SHOK, free and clear of all encumbrances other than restrictions imposed by Federal and State securities laws. In exchange, GULF shall tender to SHOK and SHOK shall receive from GULF 100% of the outstanding common stock of GULF.
Tender and Exchange. Subject to the terms and conditions of this Agreement, at the Closing to be held as provided in Section 2, EX-NV xxxxx xxxxxx xxx Nevada Shares (defined below) to EX-DE on behalf of the Delaware Shareholders, and EX-DE shall receive the Nevada Shares from EX-NV, free and clear of all encumbrances other than restrictions imposed by Federal and State securities laws, and the additional restrictions imposed by Section 5.24.
