Terms of the Share Exchange Sample Clauses

Terms of the Share Exchange. (a) Upon the terms and subject to the conditions set forth herein, at the Closing, each CZH Transferor shall transfer to SolarMax China all of the right, title and interest in and to the percentage of share interests of the Company set forth opposite such CZH Transferor’s name under the caption “Share Interests” on Exhibit B, free and clear of any Encumbrance, which, together constitute 100% of the share interests of the Company.
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Terms of the Share Exchange. (a) Upon the terms and subject to the conditions of this Agreement, each JZH Holder shall transfer, assign and deliver to SolarMax at the Closing (as defined below), all of the right, title and interest in and to the number of BVI Shares set forth opposite such JZH Holder’s name under the caption “BVI Shares” on Exhibit A, free and clear of any Encumbrance, which BVI Shares together constitute 100% of the equity interests in BVI HoldCo.
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Terms of the Share Exchange. (a) Upon the terms and subject to the conditions of this Agreement, HBMC does hereby transfer, assign and deliver to HomeBanc, as of the Effective Time, and HomeBanc does hereby accept from HBMC, 1,000 Abetterwayhome Shares, which constitutes all of the issued and outstanding capital stock of Abetterwayhome in exchange for the issuance and delivery to HBMC of a certificate for 6,751,107 HomeBanc Shares (the “Share Exchange”).
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Terms of the Share Exchange. 1.1.1. Upon the terms and subject to the conditions of this Agreement, Target Company and Shareholders do hereby transfer, assign and deliver to Purchaser, as of the Effective Time, and Purchaser does hereby accept from Target Company, 1,000 shares of common stock owned by the Shareholders (the “RAC Shares”), which constitutes all of the issued and outstanding capital stock of Target Company in exchange for the issuance and delivery to Shareholders of 100,000 shares of Series A Preferred Stock (the “Preferred Shares”) as set forth in Exhibit A (the “Share Exchange”).
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Terms of the Share Exchange. Subject to the terms and conditions of the Agreement and Plan of Reorganization, dated as of October 31, 2005, by and between Union and Prosperity (the “Agreement”), at the Effective Time Prosperity shall become a wholly-owned subsidiary of Union through the exchange of each outstanding share of common stock of Prosperity for a cash amount equal to $90.00 per share in accordance with Section 2.1 of this Plan of Share Exchange and pursuant to a statutory share exchange under Section 13.1-717 of the VSCA (the “Share Exchange”). At the Effective Time, the Share Exchange shall have the effect specified in Section 13.1-721 of the VSCA. The Share Exchange shall become effective on such date and time as may be determined in accordance with Section 1.2 of the Agreement (the “Effective Time”).
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Terms of the Share Exchange. (a) Upon the terms and subject to the conditions of this Agreement, Healthtech Shareholders do hereby transfer, assign and deliver to Vitality Biopharma in a voluntary share exchange, as of the Effective Time, and Vitality Biopharma does hereby accept from Healthtech Shareholders, 3,000,000 Summit Healthtech Shares, which constitutes all of the issued and outstanding capital stock of Summit Healthtech in exchange for the issuance and delivery to Healthtech Shareholders of certificates totaling 6,000,000 Vitality Biopharma Shares.
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Terms of the Share Exchange 
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Related to Terms of the Share Exchange

  • Authorization Purchase and Sale Terms of the Sponsor Warrants A. Authorization of the Sponsor Warrants. The Company has duly authorized the issuance and sale of the Sponsor Warrants to the Purchaser.

  • Terms of the Merger Upon the execution and delivery of this Agreement and the effectiveness of the Merger, each share of stock then issued and outstanding by Target by virtue of the Merger and without any action on the part of the holder(s) thereof, no longer be outstanding and shall be canceled and retired and cease to exist, other than one share of Target's subsidiary, which shall be owned by Public Corporation, and all other Target shares shall be converted into the right to receive, upon surrender of the certificate representing such shares, the consideration set forth under paragraph 1.03 hereof

  • Purchase and Sale of the Shares Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell to the Purchaser, and the Purchaser shall purchase from the Seller, the Shares.

  • Authorization Purchase and Sale Terms of the Private Placement Warrants A. Authorization of the Private Placement Warrants. The Company has duly authorized the issuance and sale of the Private Placement Warrants to the Purchaser.

  • Sale and Purchase of the Shares On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement:

  • Purchase of the Shares (a) The Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $28.24625. In addition, the Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

  • Terms of the Sponsor Warrants (i) Each Sponsor Warrant shall have the terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent, in connection with the Public Offering (a “Warrant Agreement”).

  • Sale of the Shares Upon execution of this Agreement (the “Closing”), subject to the terms and conditions herein set forth, and on the basis of the representations, warranties and agreements herein contained, SELLER shall sell to PURCHASER, and PURCHASER shall purchase from SELLER, the Shares.

  • Sale and Purchase of the Securities Upon the terms and subject to the conditions set forth in this Agreement and on the basis of the representations, warranties, covenants, agreements, undertakings and obligations contained herein, at the Closing (as defined in Section 2.1 hereof), Seller hereby agrees to sell to Purchaser, and Purchaser hereby agrees to purchase from Seller, the Securities, free and clear of any and all Liens (as defined in Section 8.11 hereof), for the consideration specified in this Article 1.

  • Purchase and Sale of the Securities (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.275% of the principal amount thereof plus accrued interest, if any, from March 9, 2022 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.

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