The Exchange Transaction. Subject to the terms and conditions set forth in this Agreement and in the Operating Agreement, upon execution of this Agreement, each Shareholder agrees to exchange the number of Shares set forth after such Shareholder's name on the signature pages to this Agreement in return for that portion of the Consideration listed thereat, and the UBL agrees to issue the Units and/or pay the other portion of the Consideration to the Shareholders in exchange for such Shares, all as specified further on the signature pages to this Agreement.
The Exchange Transaction. On the Closing Date, as established subsequently in this Agreement, the Acquiror will acquire all of the issued and outstanding Acquiree Stock anticipated on the Closing Date to be 6,900 shares of the $1 par value common stock of the Acquiree (the "Acquiree Stock"). Such Acquiree Stock shall be acquired by the Acquiror from the Holders in exchange for not less than 4,608,268 shares of Acquiror Stock which, upon consummation of the exchange and other transactions contemplated by the Agreement Parties with respect to the Acquiror, shall constitute not less than 52% of Acquiror Stock outstanding subsequent to the exchange transaction and the contemplated transactions. The shares of Acquiror Stock delivered at the Closing in exchange for the shares of Acquiree Stock shall constitute Restricted Securities as that term is defined in Rule 144 promulgated under the Securities Act of 1933, as amended (the "Act"). It is intended that the exchange transaction, as provided for in this Agreement, will constitute a transaction exempt from the registration requirements of the Act and any state securities statute, including, without limitation, the securities statutes of Florida and Colorado, by reason of the provisions of Rule 506 as contained in Regulation D and any other applicable Rules of such Regulation and to the extent not pre-empted by section 18 of the Act, pursuant to the provisions of any state securities statute and regulations and rules promulgated thereunder.
The Exchange Transaction. Upon execution of this Agreement, pursuant to a recapitalization of the Company as set forth in the amended and restated LLC Agreement, Executive shall exchange all of his Existing Interest for, and the Company shall issue to Executive, 5,899 Common Units (of which 3,874 shall not, and 2,025 shall, be subject to performance vesting under the terms of the Performance Vesting Agreement), each having the rights and preferences set forth with respect thereto in the LLC Agreement.
The Exchange Transaction. On the Closing Date, as established subsequently in this Agreement, the Acquiror will acquire all of the issued and outstanding Acquiree Shares anticipated on the Closing Date to be 7,500 Acquiree Shares, $1 par value. Such Acquiree Shares shall be acquired by the Acquiror from the Holders in exchange for that number of shares identi- fied and set forth in the Agreement section captioned BACKGROUND and an- ticipated to be 9,500,000 Acquiror Shares, which, upon consummation of the exchange and other transactions contemplated by the Agreement Parties with respect to the Acquiror, shall constitute not less than 95% of Acquiror Shares outstanding subsequent to the exchange transaction and the contem- plated transactions. The Acquiror Shares delivered at the Closing in ex- change for the shares of Acquiree Shares shall constitute Restricted Secu- rities as that term is defined in Rule 144 promulgated under the Securities Act of 1933, as amended (the "Act"). It is intended that the exchange transaction, as provided for in this Agreement, will constitute a transac- tion exempt from the registration requirements of the Act and any state se- curities statute, including, without limitation, the securities statutes of Florida and Nevada, by reason of the provisions of Rule 506 as contained in Regulation D and any other applicable Rules of such Regulation and to the extent not pre-empted by section 18 of the Act, pursuant to the provisions of any state securities statute and regulations and rules promulgated thereunder.
The Exchange Transaction. On the terms and subject to the conditions set forth in this Agreement, and in accordance with the General Corporation Law of the State of Delaware (the “DGCL”), on the Closing Date (defined below), each of the shares of TG Common Stock owned by Opus (the “Opus Shares”) will be exchanged for shares of Company Preferred Stock.
The Exchange Transaction. Subject to the terms and conditions of this Agreement, at the Closing described in Section 2.1 below, (i) RNS shall cause to be issued to the holders of Xxxxxx Common Stock the number of duly authorized and newly issued shares of RNS Common Stock issuable to such holders of Xxxxxx Common Stock pursuant to the ratio described in Section 1.2 below, (ii) RNS shall cause to be issued to the holders of Xxxxxx Preferred Stock the number of duly authorized and newly issued shares of RNS Preferred Stock issuable to such holders of Xxxxxx Preferred Stock pursuant to the ratio described in Section 1.2 below, (iii) the holders of Xxxxxx Stock receiving shares of RNS Common Stock or RNS Preferred Stock, as the case may be, shall deliver to RNS certificates evidencing the applicable shares of Xxxxxx Stock, together with duly executed stock powers to effectuate the transfer, (iv) RNS shall cause options and warrants with respect to RNS Common Stock to be issued to the holders of outstanding options and warrants with respect to Xxxxxx Common Stock, such RNS options and warrants to have comparable terms consistent with the exchange ratio set forth in Section 1.2 below, and (v) the holders of options and warrants in respect of Xxxxxx Common Stock shall deliver to RNS evidence of such options and warrants, which options and warrants shall be cancelled by RNS.
The Exchange Transaction
