Basis of Exchange. The M3 Stockholders currently own 10,200,000 shares of the M3 Common Stock, which shares constitute all of the issued and outstanding shares of the capital stock of M3. As a result of the Merger, subject to adjustment as described below, the M3 Stockholders shall be entitled to receive, in exchange for all of their M3 Common Stock, 11,934,007 shares of the EGPI Common Stock on the basis of 1.1700006 shares of the EGPI Common Stock for each share of the M3 Common Stock held by each of the M3 Stockholders. Any fractional number of shares to be received shall be rounded up to the nearest whole number. Following the Effective Date, EGPI shall have 23,868,015 shares of the EGPI Common Stock issued and outstanding, owned as follows: (a) 9,547,206 shares owned by the EGPI Stockholders; (b) 11,934,007 shares owned by the M3 Stockholders, subject to adjustment as described below; and (c) 2,386,802 shares owned by Strategic Partners as described below, subject to adjustment as described below. Provided, however, notwithstanding anything herein contained to the contrary, the basis of the exchange described herein is based on a Liability Level of EGPI at the Effective Date (hereinafter defined) of no more than $290,000. At the $290,000 Liability Level of EGPI at the Effective Date, the M3 Stockholders will receive 11,943,007 of the EGPI Common Stock. If the Liability Level of EGPI at the Effective Date exceeds $290,000, the number of shares of the EGPI Common Stock to be received by the M3 Stockholders shall be equal to 11,934,007 divided by the quotient obtained by dividing $290,000 by the actual Liability Level of EGPI at the Effective Date. For example, if the Liability Level of EGPI at the Effective Date is $635,000 rather than $290,000, the quotient obtained by dividing $290,000 by $635,000 is 0.46. The 11,943,007 number of shares of the EGPI Common Stock will then be divided by 0.46 with a result of 25,943,493. Thereafter, as described below, an additional 14,009,486 shares of the EGPI Common Stock will be issued to the M3 Stockholders, so that the M3 Stockholders will receive at total of 25,943,493 shares of the EGPI Common Stock as a result of the Merger rather than 11,934,007 shares of the EGPI Common Stock. The intent of this Agreement is that Strategic Partners shall receive shares of the EGPI Common Stock on the Effective Date equal to 10 percent of the issued and outstanding shares of the EGPI Common Stock at the Effective Date. If the number of shares of...
Basis of Exchange. The holders of shares of the common stock, no par ----------------- value per share, of TNOG shall be entitled to receive, ratably, in exchange for the surrender of all of the outstanding shares of TNOG common stock, 596,569 shares of the common stock of the Surviving Corporation, par value $0.001 per share.
Basis of Exchange. The holders of shares of the common stock, $0.001 par value per share, of Capitol Group Holdings shall be entitled to receive, in exchange for all the outstanding stock of Capitol Group Holdings, an amount of stock so that after the issuance thereof, such holders of Capitol Group Holdings will hold 88 percent of the issued and outstanding shares of the common stock of the Surviving Corporation, par value $0.001 per share.
Basis of Exchange. The holders of shares of the common stock, par value $1.00 per share, of X-X Merger Sub shall be entitled to receive 1,500 shares of the common stock, $0.01 par value per share, of Quality Resource Technologies for every share of the common stock of X-X Merger Sub held by the common shareholders of X-X Merger Sub. In addition, the currently issued 1,000 shares of the common stock of X-X Merger Sub will be cancelled. As a result, following the merger, the current common shareholders of X-X Merger Sub will hold all of the issued and outstanding shares of the common stock of the Surviving Corporation, par value $0.01 per share.
Basis of Exchange. The TRQ Stockholders currently own 100 shares of the TRQ Common Stock, which shares constitute all of the issued and outstanding shares of the capital stock of TRQ. As a result of the Merger, the TRQ Stockholders shall be entitled to receive, in exchange for all of their TRQ Common Stock, 13,500,000 shares of the Quality Resource Technologies Common Stock on the basis of 135,000 shares of the Quality Resource Technologies Common Stock for each share of the TRQ Common Stock held by each of the TRQ Stockholders. Any fractional number of shares to be received shall be rounded up to the nearest whole number. Following the Effective Date, Quality Resource Technologies shall have 15,000,000 shares of the Quality Resource Technologies Common Stock issued and outstanding, owned as follows: (a) 1,500,000 shares owned by the Quality Resource Technologies Stockholders before the Effective Date, and (b) 13,500,000 shares owned by the TRQ Stockholders.
Basis of Exchange. The San West Stockholders currently own 4,136,836 shares of the San West Common Stock, which shares constitute all of the issued and outstanding shares of the capital stock of San West. As a result of the Merger, the San West Stockholders shall be entitled to receive, in exchange for all of their San West Common Stock, 13,079,264 shares of the Human BioSystems Common Stock on the basis of 3.16 shares of the Human BioSystems Common Stock for each share of the San West Common Stock held by each of the San West Stockholders. Any fractional number of shares to be received shall be rounded up to the nearest whole number. Following the Effective Date, Human BioSystems shall have 16,349,080 shares of the Human BioSystems Common Stock issued and outstanding, owned as follows: (a) 2,452,362 shares owned by the Human BioSystems Stockholders; (b) 13,079,264 shares owned by the San West Stockholders; and (c) 817,454 shares owned by Dutchess Advisors LLC as a finders fee. Provided, however, notwithstanding anything herein contained to the contrary, if there is any change in the issued and outstanding shares of either Human BioSystems or San West as of the Effective Date, the number of shares to be issued hereunder shall be adjusted accordingly, so that the San West Stockholders will own following the Effective Date at least 80 percent of the issued and outstanding shares of the Human BioSystems Common Stock and the Human BioSystems Stockholders will own approximately 15 percent of the issued and outstanding shares of the Human BioSystems Common Stock following the Effective Date after the payment of the finders fee herein described. Provided, further, however, between the date of this Agreement and April 17, 2009, Human BioSystems may issue shares of the Human BioSystems Common Stock to raise the $26,000 payment to be made by San West as described in Paragraph 12(b) hereof, and in such event, the issuance of such shares shall be deemed to have occurred after the Effective Date so as to result in a dilution of all stockholders of Human BioSystems following the Effective Date, including, but not limited to the Human BioSystems Stockholders, the San West Stockholders and Dutchess Advisors LLC. In the event of the issuance of such shares of the Human BioSystems Common Stock as described in this paragraph, the provisions of Paragraph 12(b) shall be deemed null and void.
Basis of Exchange. The holders of shares of the common stock, $0.001 ------------------ par value per share, of International Trust shall be entitled to receive, in exchange for all the outstanding stock of International Trust, an amount of stock so that after the issuance thereof, such holders of International Trust will hold all of the issued and outstanding shares of the common stock of the Surviving Corporation, par value $0.001 per share.
Basis of Exchange. The holders of shares of the common stock, no par ----------------- value per share, of OAC shall be entitled to receive one (1) share of the common stock of the Surviving Corporation, par value $0.001 per share, for each such share of OAC common stock so surrendered.
Basis of Exchange. The stockholders of H.X. Xxxxx currently own ___________ shares of the H.X. Xxxxx Common Stock, which shares constitute all of the issued and outstanding shares of the capital stock of H.X.
Basis of Exchange. (a) The CCI Shareholders currently own 20,100,000 shares of the CCI Common Stock, which shares constitute all of the issued and outstanding shares of the capital stock of CCI. As a result of the Merger, each share of CCI Common Stock held by the CCI Shareholders shall be converted into (i) 0.037199 of a share of Charys Common Stock adjusted up to the next whole share in the case of fractional shares and (ii) if a CCI Shareholder shall make the election provided for in Section 5(b) hereof within thirty (30) days after the Effective Date, as to each share of CCI Common Stock held by such electing CCI Shareholder the right to receive an additional 0.030712 of a share of Charys Common Stock adjusted up to the next whole share in the case of fractional shares (such number of shares described in clause (ii) equaling 85% of the minimum number of shares that may be issued on account of each share of Charys Common Stock in connection with the earn-out payments provided for in Section 11 hereof and being in lieu of receiving any additional shares of Common Stock pursuant to Section 11 hereof on account of any shares of Charys Common Stock received by such CCI Shareholder in the Merger). Therefore, as a result of the Merger, each CCI Shareholder shall be entitled to receive one share of Charys Common Stock for each 26.882453 shares of CCI Common Stock converted in the Merger and an additional 0.030712 share of Charys Common Stock adjusted up to the next whole share in the case of fractional shares on account thereof if such CCI Shareholder makes the election provided for in Section 5(b). By virtue of the Merger, all shares of CCI Common Stock, when so converted, shall no longer be outstanding and shall automatically cease to exist and each CCI Shareholder shall cease to have any rights with respect thereto, except the right to receive the certificates representing the shares of Charys Common Stock into which such shares are converted, and the right to receive the additional consideration provided for in Sections 7 and 11 hereof. As a result of the Merger, 747,710 shares adjusted for fractional shares of the Charys Common Stock shall be issued to the CCI Shareholders (including an adjustment for fractional shares). For purposes of the calculations of the number of shares of Charys Common Stock to be issued in the Merger, the parties have assumed a value of $4.00 per share, or an aggregate value of $2,990,798.53.
