Exchange of Consideration. In reliance on the representations and warranties contained herein, and subject to the terms and conditions of this Agreement, the following exchanges shall take place at Closing, each of which is both an affirmative obligation of the party specified for making the exchange and a condition to Closing that may be asserted or waived by the party specified for receiving the exchange:
Exchange of Consideration. (a) At the Closing, AOL shall deliver to WorldCom, or, if so directed by WorldCom, to CompuServe, a certificate or certificates representing all of the outstanding ANS Shares, duly endorsed or accompanied by a stock assignment separate from certificates which shall have been duly executed in blank.
Exchange of Consideration. The parties shall exchange consideration pursuant to this agreement as follows: 2.1 IMAGENéT shall transfer to XXXXXXXX 203,271,200 shares of common stock of IMAGENéT. 2.2 XXXXXXXX shall assign all right title and interest and agree to deliver to IMAGENéT head ore containing gold, silver and the platinum metals group consisting of platinum, palladium, rhodium, osmium, ruthenium and Iridium with a total gross value of SEVENTY FIVE MILLION DOLLARS (US$75,000,000.00). ("gross value" is the fair market value of the ore agreed to be $1,000 per ton) These ores shall be delivered from one or more sites at the option of XXXXXXXX including sites more particularly described in exhibit "C" attached 2 hereto and known as First Xxxxx and Duke's Xxxxx in Arizona. XXXXXXXX agrees to execute a document in recordable form indicating the assignment of these ores and consents to a recording in the land records office of the county where the proposed sites are located. 2.3 XXXXXXXX shall have the option to assign this contract to an existing corporation or a corporation to be formed by him with the resources covered by this contract, for the purpose of completing this reorganization. 3. Time and place of closing. The time of closing referred to in this agreement shall be July 29, 1993, Eastern Daylight Time, or such other time as may be agreed to in writing by XXXXXXXX and IMAGENéT. The place of closing shall be 000 Xxxxxxxx Xxxxxx, Xxxxx X, Xxxxxx Xxxx, Xxxxxxx, and close simultaneously at 0000 Xxxxxxxx Xxxxxxxxx Xxxxx 000, Xxxxxxx Xxxxx, Xxxxxxxxxx or at such other place as the parties may agree in writing. 4. Opinion of transferee's counsel. IMAGENéT shall furnish XXXXXXXX at the time and place of closing the opinion of IMAGENéT's counsel (a) that IMAGENéT is duly organized, existing, and in good standing under the laws of Colorado; (b) that the shares of IMAGENéT common stock which are to be transferred and delivered by IMAGENéT to the owners and/or shareholders of XXXXXXXX in exchange for the consideration as set out above, will constitute duly authorized, issued, and outstanding fully paid and nonassessable shares of the common stock of IMAGENéT, and that good title to such shares will be, upon the receipt by IMAGENéT of evidence of 100% of ownership (stock or ownership of assets) and the delivery in exchange therefor of such shares of common stock of IMAGENéT, transferred by IMAGENéT to XXXXXXXX; (c) that between June 1, 1993 and the time of closing IMAGENéT has not au...
Exchange of Consideration. 8.1 In reliance on the representations and warranties contained herein, and subject to the terms and conditions of this Agreement, the following exchanges are made as of the Completion Date:
Exchange of Consideration. 2 1.4 Delayed Assets and Liabilities.......................................... 3 1.5
Exchange of Consideration. In exchange for (i) cancellation in full of all of the Warrants and (ii) the release set forth in paragraph B below, NPTI agrees on the Closing Date (a) to issue to the CapEx Parties 500,000 shares of NPTI common stock in the aggregate (the "CapEx Warrant Shares") and (b) to release each of the CapEx Parties on the terms set forth in paragraph C below. In exchange for (1) issuance to the CapEx Parties of the CapEx Warrant Shares and (2) the release set forth in paragraph C below, each of the CapEx Parties agrees on the Closing Date (x) to surrender in order that NPTI may cancel in full all of the Warrants and (y) to release NPTI on the terms set forth in paragraph B below. The CapEx Warrant Shares shall be issued as follows: (i) 303,536 Warrant Shares shall be issued to CapEx, (ii) 57,302 Warrant Shares shall be issued to Bow River I and (iii) 139,162 Warrant Shares shall be issued to Bow River II.
Exchange of Consideration. 6 2.1 Consideration by HarnCo..........................................6 2.2 Consideration by MHE LLC.........................................6
Exchange of Consideration. Shareholders of WCI (the "WCI Shareholders") listed on Exhibit B attached hereto, shall be entitled to receive, in the aggregate, 2,415,001, shares of PhoneTel Common Shares and 530,534 shares of PhoneTel Preferred Shares in exchange for all the assets of WCI and the WCI Common Shares pursuant to the Merger. Certificates representing the PhoneTel Preferred Shares and the PhoneTel Common Shares shall be delivered to WCI to be delivered to the WCI Shareholders as soon as practicable after Closing in accordance with the number of shares set forth opposite each WCI shareholder's name on Exhibit B.
Exchange of Consideration. Upon the terms and subject to the conditions of this Agreement, and in reliance on the representations and warranties set forth herein, at the Closing, the parties agree as follows:
Exchange of Consideration. In exchange for all of the Issued Company Shares, the Parent shall deliver (i) Three Hundred and Fifty Thousand (350,000) shares of Common Stock of the Parent, (ii) a cash payment of Five Hundred Thousand ($500,000) Dollars, and (iii) a Promissory Note in the amount of Five Hundred Thousand Dollars, due December 31, 2001 (subject to mandatory prepayment upon the closing of an initial public offering of the Parent's Common Stock) (collectively referred to as the "Merger Consideration"). The Merger Consideration shall be delivered by the Parent as instructed by the Company; provided, however, that the $500,000 shall be paid $200,000 upon consummation of the Merger and $100,000 on each of June 30, 2000, September 30, 2000 and December 31, 2000. The 100,000 shares delivered by the Parent, as set forth herein, shall be "restricted stock", shall not be registered under the Securities Act of 1933, as amended (the "Act") and the Parent shall have no obligation to effect any registration thereof
