The Exchanges. On and subject to the terms and conditions set forth in this Agreement, on the Closing Date (as defined below), each Noteholder will deliver all of such Noteholder’s Notes as referred to on such Noteholder’s applicable Schedule A to the Company and the Company will immediately cancel such Exchanged Notes and, in exchange and as full consideration for such Exchanged Notes, issue to such Noteholder the Exchange Shares as referenced on such Noteholder’s applicable Schedule A (the “Transactions”).
The Exchanges. As soon as practicable after the Expiry Date, the Qualified Securities will be listed, or conditionally listed, for trading on the TSX and the New Warrant Shares will be listed, or listed subject to notice of issuance, on the NYSE; and
The Exchanges. On the terms of this Agreement and subject to the satisfaction (or, to the extent permitted by applicable Law, waiver by the party entitled to the benefit thereof) of the conditions set forth in Article VII, at the Closing, Xxxxxx will transfer and deliver to Xerox, and Xerox will accept from Xxxxxx, an aggregate of 300,000 shares of Xerox Series A Preferred Stock, and Xerox will transfer and deliver to Xxxxxx, and Xxxxxx will accept from Xerox, in exchange, (i) an aggregate of 120,000 shares of Conduent Series A Preferred Stock (the “Conduent Exchange” and such shares, the “Acquired Conduent Shares”) and (ii) an aggregate of 180,000 shares of Xerox Series B Preferred Stock (the “Xerox Exchange” and such shares, the “Acquired Xerox Shares”). The transfers and deliveries of shares pursuant to this Section 2.01 are referred to collectively as the “Exchanges”.
The Exchanges. At the Closing, each of the Contributors shall contribute to the Company the number of shares of Crown Class A Stock and, if any, the number of shares of Crown Class B Stock set forth opposite its name on Appendix I hereto, and the Company shall issue to such Stockholder the number of shares of Class A Stock and, if any, Class B Stock set forth opposite its name on Appendix I hereto.
The Exchanges. On and subject to the terms and conditions set forth in this Agreement, on the Closing Date (as defined below), each Noteholder will deliver such Noteholder’s Notes referred to on such Noteholder’s applicable Schedule A to the Company and the Company will immediately cancel such Exchanged Notes and, in exchange and as full consideration for such Exchanged Notes, issue to such Noteholder the Exchange Shares as referenced on such Noteholder’s applicable Schedule A (the “Transactions”); provided that in the event the Sale does not occur immediately following, and on the same day as, the consummation of the Transactions, the Transactions shall automatically be fully rescinded and deemed to have not occurred and the Parties shall take all necessary action to evidence the rescission of the Transactions such that the Exchanged Notes shall be reinstated (as if never cancelled) and returned to the Noteholders and the Noteholders shall return the Shares to the Company in exchange therefor. CONFIDENTIAL TREATMENT REQUESTED BY SPOTIFY TECHNOLOGY S.A. PURSUANT TO 17 CFR 200.83
The Exchanges. At the Closing (as hereinafter defined), the COMPANY shall acquire all of the issued and outstanding common stock of EXTRA EASE and EWIP. Consideration to be issued by the COMPANY shall be a total of 1，871，313，946 shares of its common stock, to be issued at par value (the “Merger Shares”), in which 121,313,946 to be issued to the shareholder of EXTRA EASE or its designee/designees (the “EXTRA EASE Exchange Shares”) in exchange for 10,000 shares of EXTRA EASE, representing 100% of the issued and outstanding common stock of EXTRA EASE, and in which 1,750,000,000 to be issued to the shareholders of EWIP or their designee/designees (the “EWIP Exchange Shares”) in exchange for 50，000 shares of EWIP, representing 100% of the issued and outstanding common stock of EWIP. The Exchanges 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 issuance of the EXTRA EASE Exchange Shares and the EWIP Exchange Shares respectively, the COMPANY shall have a total of 1,990,759,517 shares of its common stock issued and outstanding. For Federal income tax purposes, it is intended that the Exchanges 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 Exchanges. At the Closing (as hereinafter defined), the COMPANY shall acquire all of the issued and outstanding common stock of Chinaone. Consideration to be issued by the COMPANY shall be a total of 1,699,254,200 shares of its common stock (94% in the surviving entity), in which 27,118,260 shares (1.5% of the surviving entity) to be issued to certain entities designated. The Exchanges 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 issuance of the Exchange Shares, the COMPANY shall have a total of 1,807,717,242 shares of its common stock issued and outstanding. For Federal income tax purposes, it is intended that the Exchanges 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 Exchanges. 2.1 E-commerce platform
The Exchanges. (a) At the Closing, the following transactions shall take place:
The Exchanges. (a) Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date (which shall constitute the “Change of Control Exchange Date” as defined in the Focus LLC Agreement), following the Rollover and immediately prior to and conditioned upon the LLC Merger Effective Time, the Company shall require each member of Focus LLC (other than the Company and its wholly owned Subsidiaries and Parent) to effect an Exchange (as defined in the Focus LLC Agreement) of all outstanding Vested Common Units held by such member (including, with respect to each such member who holds Vested Incentive Units, the applicable number of Vested Common Units received as a result of the conversion (based on the IU Conversion Ratio (as defined in the Focus LLC Agreement)) of Vested Incentive Units held by such member that have a Hurdle Amount (as defined in the Focus LLC Agreement) that is less than the Merger Consideration), other than the Rollover Units, together with, as applicable, the surrender for cancellation of corresponding number of shares of Class B Common Stock in accordance with Section 3.8 of the Focus LLC Agreement (the “Vested Units Exchanges”).
