Tech Team Shares means the 354,798,533 ordinary shares of Tech Team held by the Selling Shareholders, being all of the issued and outstanding ordinary shares of Tech Team beneficially held, either directly or indirectly, by the Selling Shareholders; and
For holders of Tech Team Shares resident outside the United States: THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE 1933 ACT).
Schedule 1 contains a list of the Selling Shareholders including each holders name, address and number of Tech Team Shares held.
Subject to the terms and conditions of this Agreement, the Selling Shareholders hereby covenant and agree to sell, assign and transfer to Pubco, and Pubco hereby covenants and agrees to purchase from the Selling Shareholders all of the Tech Team Shares held by the Selling Shareholders.
As consideration for the sale of the Tech Team Shares by the Selling Shareholders, Pubco shall allot and issue the Pubco Shares to the Selling Shareholders in the amount set out opposite each Selling Shareholders name in Schedule 1 on the basis of one (1) Pubco Share, after completion of the Stock Split contemplated by Section 6.12 of this Agreement, for each 27.29219 Tech Team Shares held by each Selling Shareholder.