The Exchange Sample Clauses

The Exchange. On the terms and subject to the conditions set forth in this Agreement, on the Closing Date, each of the Shareholders who has elected to accept the exchange offer described herein by executing this Agreement, shall assign, transfer and deliver, free and clear of all liens, pledges, encumbrances, charges, restrictions or known claims of any kind, nature, or description, the number of FDH Shares set forth on the Schedule 1 attached hereto, constituting all of the FDH Shares held by such shareholder; the objective of such Exchange being the acquisition by SKYC of not less than 100% of the issued and outstanding FDH Shares. In exchange for the transfer of such securities by the Shareholders, SKYC shall issue to the Shareholders, his affiliates or assigns, a total of 23,716,035 shares pursuant to Section 1.2 below, representing 97.56% of the total common shares of SKYC, based on a total of 24,309,066 common shares of SKYC outstanding immediately after the Closing, for all of the outstanding FDH Shares held by the Shareholders (the “Exchange Shares”). At the Closing Date, each of the Shareholders shall, on surrender of his certificate or certificates representing his FDH shares to SKYC or its registrar or transfer agent, be entitled to receive a certificate or certificates evidencing his proportionate interest in the Exchange Shares.
The Exchange. Subject to the terms and conditions herein set forth and on the basis of the representations and warranties contained herein, the Selling Fund agrees to transfer substantially all of the Selling Fund's assets as set forth in paragraph 1.2 to the Acquiring Fund, and the Acquiring Fund agrees in exchange therefor (i) to deliver to the Selling Fund the number of Acquiring Fund Shares, including fractional Acquiring Fund Shares, determined by multiplying the shares outstanding of each class of the Selling Fund by the ratio computed by dividing the net asset value per share of each such class of the Selling Fund by the net asset value per share of the Acquiring Fund Shares computed in the manner and as of the time and date set forth in paragraph 2.2 and (ii) to assume certain liabilities of the Selling Fund, as set forth in paragraph 1.3. Such transactions shall take place at the closing provided for in paragraph 3.1 (the "Closing Date").
The Exchange. Subject to the terms and conditions contained herein and on the basis of the representations and warranties contained herein, the Selling Fund agrees to transfer all of its assets, as set forth in Section 1.2, to the Acquiring Fund. In exchange, the Acquiring Fund agrees: (i) to deliver to the Selling Fund the number of full and fractional Acquiring Fund Shares, computed in the manner set forth in Section 2.3; and (ii) to assume all of the liabilities of the Selling Fund, as set forth in Section 1.3. Such transactions shall take place at the closing provided for in Section 3.1 (the “Closing”).
The Exchange. At the Closing (as hereinafter defined), Acquiring Company shall acquire 100% ownership of Target Company. Consideration to be paid by Acquiring Company shall be 6,102,000 shares of Acquiring Company’s common stock (the “Shares”), in exchange for 100% ownership of Target Company (such exchange of shares shall be referred to herein as the “Exchange”). The Exchange shall take place upon the terms and conditions provided for in this Agreement and in accordance with applicable law. Immediately following completion of the share exchange transaction through the issuance of the Shares, Acquiring Company shall have a total of 21,711,993 shares of its common stock issued and outstanding. For federal income tax purposes, it is intended that the Exchange shall constitute a tax-free reorganization within the meaning of Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended (the “Code”).
The Exchange. Upon the mutual execution of this Agreement, Purchaser agrees to deliver forthwith the sum of $5,000 required to be delivered pursuant to paragraph IV hereof. Upon receipt of such funds, LFC shall deliver to Purchaser the securities comprising the 100,000 Units purchased and sold hereunder.
The Exchange. Subject to the terms and conditions contained herein and on the basis of the representations and warranties contained herein, the Reorganizing Fund agrees to transfer all or substantially all of its assets, as set forth in paragraph 1.2, to the Surviving Fund. In exchange, the Surviving Fund agrees to deliver to the Reorganizing Fund the number of full and fractional shares of each class of Surviving Fund Shares determined by multiplying (a) the outstanding shares of each corresponding class of Reorganizing Fund Shares by (b) the ratio computed by dividing (x) the net asset value per share of such class of Reorganizing Fund Shares by (y) the net asset value per share of such class of Surviving Fund Shares computed in the manner and as of the time and date set forth in paragraph 2.2. Holders of each class of Reorganizing Fund Shares will receive the corresponding class of Surviving Fund Shares in exchange for their Reorganizing Fund Shares. Such transactions shall take place at the closing on the Closing Date provided for in paragraph 3.1.
The Exchange. (a) On the terms and subject to the conditions set forth in this Agreement, on the Closing Date (as defined in Section 4.03), The Stockholders shall assign, transfer and deliver, free and clear of all liens, pledges, encumbrances, charges, restrictions or known claims of any kind, nature, or description, all of the Tang Dynasty Shares owned by the Stockholder to IMGL, with the objective of such Exchange being the acquisition by IMGL of 100% of the issued and outstanding shares of capital stock of Tang Dynasty.
The Exchange. Subject to the terms and conditions contained herein and on the basis of the representations and warranties contained herein, the Acquired Fund agrees to transfer all of its assets, as set forth in paragraph 1.2, to the Acquiring Fund. In exchange, the Acquiring Fund agrees: (i) to deliver to the Acquired Fund the number of each class of full and fractional Acquiring Fund Shares, determined by multiplying (a) the shares outstanding of each class of shares of the Acquired Fund (“Acquired Fund Shares”) by (b) the ratio computed by dividing (x) the net asset value per share of such class of Acquired Fund Shares by (y) the net asset value per share of the corresponding class of Acquiring Fund Shares computed in the manner and as of the time and date set forth in paragraph 2.2. Holders of Class A Shares and Class F Shares of the Acquired Fund will receive Class A Shares of the Acquiring Fund, holders of Class B Shares of the Acquired Fund will receive Class B Shares of the Acquiring Fund, holders of Class C Shares of the Acquired Fund will receive Class C Shares of the Acquiring Fund and holders of Class K Shares of the Acquired Fund will receive Class K Shares of the Acquiring Fund. Such transactions shall take place at the closing on the Closing Date provided for in paragraph 3.1.
The Exchange. Subject to the terms and conditions contained herein and on the basis of the representations and warranties contained herein, each Transferring Fund agrees to transfer all of its assets and liabilities, as set forth in paragraphs 1.2 and 1.3 respectively, to an identically-named Acquiring Fund. In exchange, each Acquiring Fund agrees (i) to deliver to its respective Transferring Fund the number of full and fractional shares of the Acquiring Fund equal in value to the value of full and fractional shares of the Transferring Fund then outstanding and (ii) to assume the liabilities of the Transferring Fund, as set forth in paragraph 1.3. Such transactions shall take place at the closing date provided for in paragraph 3.1 (“Closing Date”).