The Stock Exchange Clause Samples
The Stock Exchange clause defines the specific stock exchange or exchanges on which relevant securities are listed or traded for the purposes of the agreement. It typically clarifies which exchange's rules, prices, or trading hours will govern transactions or calculations involving the securities. For example, it may specify that all references to share prices or trading activity pertain to the New York Stock Exchange or another designated market. This clause ensures clarity and consistency in interpreting financial terms and obligations by eliminating ambiguity about which market's data or regulations apply.
The Stock Exchange. Upon the terms and subject to the conditions -------------------- set forth in this Agreement, AFRC shall exchange, sell, assign, and transfer to PTS at the closing of this Agreement (the "Closing"), free and clear of all liens and encumbrances, and PTS shall accept from AFRC at the Closing all shares of the GBI Common Stock owned by AFRC. In consideration therefor, PTS shall deliver to AFRC at the Closing, 7,500,000 shares of PTS Preferred Stock valued at approximately $750,000.00. The PTS Preferred Stock is subject to the Certificate of Designation Establishing Series C Preferred Stock of PTS, Inc. described in Attachment A hereto. -------------
The Stock Exchange. At the Effective Time and subject to and upon the terms and conditions of this Agreement, FOUR STAR REALTY shall merge with and into FOUR STAR HOLDINGS, the separate corporate existence of FOUR STAR REALTY shall cease and FOUR STAR HOLDINGS shall continue as the Surviving Entity, with FOUR STAR REALTY as a fully owned subsidiary of FOUR STAR HOLDINGS. The Effective Time of the Stock Exchange shall occur upon the filing of the Articles of Stock Exchange executed in accordance with the applicable provisions of the Corporate Law and the Secretary of State of Florida, or at such later time as may be agreed to by FOUR STAR HOLDINGS and FOUR STAR REALTY and specified in the Certificate of Stock Exchange subject to the satisfaction or waiver of each of the conditions set forth in Section 4. The date on which the Effective Time occurs is referred to as the "Effective Date." Provided that this Agreement has not been terminated, the Parties will cause the Articles of Stock Exchange to be filed on the Closing Date, as hereafter defined in Section 1.3.
(a) Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, all FOUR STAR REALTY Membership Interests shall be converted into the right to receive the Stock Exchange Shares existing and to be issued by FOUR STAR HOLDINGS.
The Stock Exchange. At the Effective Time and subject to and upon the terms and conditions of this Agreement, RIDGEFIELD DEVELOPMENT CORPORATION shall effect a business combination with FOUR STAR HOLDINGS, the separate corporate existence of RIDGEFIELD DEVELOPMENT CORPORATION shall cease and FOUR STAR HOLDINGS shall continue as the Surviving Entity, with RIDGEFIELD DEVELOPMENT CORPORATION as a fully owned subsidiary of FOUR STAR HOLDINGS. The Effective Time of the Stock Exchange shall occur upon the filing of the Articles of Stock Exchange executed in accordance with the applicable provisions of the Corporate Law and the Secretary of State of Florida, or at such later time as may be agreed to by FOUR STAR HOLDINGS and RIDGEFIELD DEVELOPMENT CORPORATION and specified in the Certificate of Stock Exchange subject to the satisfaction or waiver of each of the conditions set forth in Section 4. The date on which the Effective Time occurs is referred to as the "Effective Date." Provided that this Agreement has not been terminated, the Parties will cause the Articles of Stock Exchange to be filed on the Closing Date, as hereafter defined in Section 1.3.
(a) Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, all RIDGEFIELD DEVELOPMENT CORPORATION Common stock shall be converted into the right to receive the Stock Exchange Shares existing and to be issued by FOUR STAR HOLDINGS.
The Stock Exchange. (a) At the Closing and prior to the Effective Time, upon the terms and subject to the conditions set forth in this Agreement, Grupo VM shall (i) pay to FA as a capital contribution an amount in cash equal to the Estimated Grupo VM Adjustment, if any, and (ii) convey, assign, transfer and deliver to Holdco, and Holdco shall acquire and accept from Grupo VM, all of Grupo VM’s right, title and interest in and to the FA Shares, free and clear of all Liens; provided, however, that if the Adjustment Threshold is less than the Estimated Grupo VM Adjustment, then Grupo VM may elect, at its sole discretion, to instead contribute to FA an amount equal to the Adjustment Threshold (the election to contribute such lesser amount, the “Adjustment Threshold Election”); provided, further, that if, in such circumstance, Grupo VM does not make the Adjustment Threshold Election and elects to contribute an amount equal to the Estimated Grupo VM Adjustment, it shall waive the condition precedent described in Section 8.3(d)(i) if such condition cannot be satisfied solely as a consequence of Grupo VM’s election to contribute an amount equal to the Estimated Grupo VM Adjustment. Such capital contribution, if any, shall be made by wire transfer of immediately available funds an amount in cash equal to the Estimated Grupo VM Adjustment (or Adjustment Threshold, as applicable) to the account or accounts as may be designated in writing by FA.
(b) At the Closing and prior to the Effective Time, in consideration for the Stock Exchange, Holdco shall allot, and issue and deliver, or cause to be issued and delivered, to Grupo VM an aggregate of 98,078,161 newly issued Holdco Class A Shares.
(c) The Stock Exchange shall be effective at 4:49 p.m., New York time, on the Closing Date, or at such other time as GSM and FA shall agree.
The Stock Exchange. At the Effective Time and subject to and upon the terms and conditions of this Agreement, TWELVE OAKS shall become a wholly owned subsidiary of FOUR STAR HOLDINGS, the separate corporate existence of TWELVE OAKS shall continue. The Effective Time of the Stock Exchange shall occur upon the filing of the Articles of Stock Exchange executed in accordance with the applicable provisions of the Corporate Law and the Secretary of State of Florida, or at such later time as may be agreed to by FOUR STAR HOLDINGS and TWELVE OAKS and specified in the Certificate of Stock Exchange subject to the satisfaction or waiver of each of the conditions set forth in Section 4. The date on which the Effective Time occurs is referred to as the "Effective Date." Provided that this Agreement has not been terminated, the Parties will cause the Articles of Stock Exchange to be filed on the Closing Date, as hereafter defined in Section 1.3.
(a) Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, all TWELVE OAKS Shares shall be converted into the right to receive the Stock Exchange Shares existing and to be issued by FOUR STAR HOLDINGS.
The Stock Exchange. Upon the terms and subject to the conditions -------------------- set forth in this Agreement, the Seller shall exchange, sell, assign, and transfer to PTS at the closing of this Agreement (the "Closing"), free and clear of all liens and encumbrances, and PTS shall accept from the Seller at the Closing all shares of the GBI Common Stock owned by the Seller. In consideration therefor, PTS shall deliver to the Seller at the Closing, 2,500,000 shares of PTS Preferred Stock valued at approximately $12,500.00. The PTS Preferred Stock is subject to the Certificate of Designation Establishing Series B Preferred Stock of PTS, Inc. described in Attachment A hereto. ------------
The Stock Exchange. Entity licensed to function as a securities exchange in the Republic of Panama by express authorization of the Superintendence of the Securities Market of Panama, and which operates an exchange facility where securities are traded. Said trade transactions can be executed through mechanical, electronic, or any other system type that allows security trades to be negotiated by matching purchase and sale offers. THE ISSUER. Legal entity incorporated in the Republic of Panama, or abroad, that issues securities in series and in mass, or intends to do so, with the objective of having them placed and/or traded through THE STOCK EXCHANGE.
The Stock Exchange. At the Closing (as defined in Section 2.3 below),
(a) the Shareholders hereby agree to assign, transfer, and deliver to OraLabs, free and clear of all liens, pledges, encumbrances, charges, restrictions, or claims of any kind, nature, or description, each certificate or certificates which represents the PSHL Stock (the "Certificates"), duly endorsed for transfer to OraLabs or accompanied by stock powers executed in blank by the Shareholders.
(b) OraLabs agrees to acquire the PSHL Stock and shall at the Closing issue and deliver in exchange therefor the OraLabs Stock. The OraLabs Stock will be issued to the Shareholders and their designees in the names and denominations as set forth on Schedule 2.1 hereto. The OraLabs Stock shall be issued with a restrictive legend as set forth in Section 4.2 of this Agreement.
(c) Any fractional shares that will result due to such distribution will be rounded up to the next highest whole number.
(d) As a result of the Stock Exchange, PSHL will become a wholly-owned subsidiary of OraLabs and the Shareholders and their designees will own ninety-four percent (94%) of the then fully diluted issued and outstanding common stock of OraLabs after giving effect to the OraLabs Redemption and the issuance of shares pursuant to the exercise of any options prior to the Closing Date.
The Stock Exchange. At the Effective Time and subject to and upon the terms and conditions of this Agreement, RIDGEFIELD DEVELOPMENT CORPORATION shall become a wholly owned subsidiary of FOUR STAR HOLDINGS. The Effective Time of the Stock Exchange shall occur upon the Closing (defined below), or at such later rime as may be agreed to by FOUR STAR HOLDINGS and RIDGEFIELD DEVELOPMENT CORPORATION. The date on which the Effective Time occurs is referred to as the “Effective Date.”
The Stock Exchange. At the Effective Time and subject to and upon the terms and conditions of this Agreement, FOUR STAR REALTY shall become a wholly owned subsidiary of FOUR STAR HOLDINGS. The Effective Time of the Stock Exchange shall occur upon the Closing (defined below), or at such later time as may be agreed to by FOUR STAR HOLDINGS and FOUR STAR REALTY. The date on which the Effective Time occurs is referred to as the "Effective Date."