PLAN OF EXCHANGE OF SECURITIES Sample Clauses

PLAN OF EXCHANGE OF SECURITIES. 1.1 Plan of Exchange
Sample 1
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PLAN OF EXCHANGE OF SECURITIES. MMTC is a California corporation that has authorized 100,000,000 shares of common stock, par value $0.001, of which approximately 25,000,000 shares on a fully diluted basis will be currently outstanding at the time of closing. MMTC also has issued 250,000 Series C convertible preferred shares, $1.00 par value, with a conversion ratio of 4 shares of common for 1 share of preferred; 250,000 Series D convertible preferred shares, $1.00 par value, with a conversion ratio of 2 shares of common for 1 share of preferred and 83,982 shares of Class B common stock. The estimated 25 Million outstanding shares are computed after taking into account all securities which could be converted to common. The parties hereby propose to have MMTC acquire most of the issued and outstanding shares of Zhongke (or its corporate parent) for shares of MMTC common stock (the "Shares"), which shall be issued to Zhongke Shareholders at the Closing. The share exchange is expected to be on the following terms:
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PLAN OF EXCHANGE OF SECURITIES. Nevada Zhongke is a Nevada corporation that has authorized 300,000,000 shares of stock, par value $0.001, 250,000,000 of which are common stock, par value $0.001, $0.001 par value. Immediately prior to the exchange Nevada Zhongke has issued and outstanding1,001,000 shares on a fully diluted basis are currently outstanding. Nevada Zhongke also has authorized 50.000,000 convertible preferred shares, $0.001 par value, of which none have been issued. The parties hereby propose to have Nevada Zhongke acquire all of the issued and outstanding shares of Success for shares of Nevada Zhongke common stock in exchange for the issuance of 84,999,000 shares (the "Shares") representing 98.8% of the total issued and outstanding, which shares shall be issued to Success Shareholders of record as of the date of this Agreement or its designated beneficiaries. The share exchange shall be on the following terms:
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PLAN OF EXCHANGE OF SECURITIES 
Sample 1

Related to PLAN OF EXCHANGE OF SECURITIES

  • Exchange of Securities Upon receipt of Instructions, the Custodian will exchange Securities held by it for a Fund for other Securities or cash paid in connection with any reorganization, recapitalization, merger, consolidation, conversion, or similar event, and will deposit any such Securities in accordance with the terms of any reorganization or protective plan. Unless otherwise directed by Instructions, the Custodian is authorized to exchange Securities held by it in temporary form for Securities in definitive form, to surrender Securities for transfer into a name or nominee name as permitted in Section 4(b)(2), to effect an exchange of shares in a stock split or when the par value of the stock is changed, to sell any fractional shares, and, upon receiving payment therefor, to surrender bonds or other Securities held by it at maturity or call.

  • Acquisition of Securities The Company shall not, and shall cause its Affiliates not to, resell or otherwise dispose of any Securities acquired by them, in the open market or otherwise, and shall, and shall cause its Affiliates to, surrender all such Securities acquired to the Trustee for cancellation.

  • Conversion of Securities in the Merger At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any of the following securities:

  • Notation on or Exchange of Securities If an amendment changes the terms of a Security, the Trustee may require the Holder of the Security to deliver it to the Trustee. The Trustee may place an appropriate notation on the Security regarding the changed terms and return it to the Holder. Alternatively, if the Company or the Trustee so determines, the Company in exchange for the Security shall issue and the Trustee shall authenticate a new Security that reflects the changed terms. Failure to make the appropriate notation or to issue a new Security shall not affect the validity of such amendment.

  • Registration of Securities and Physical Separation All Securities held for a Portfolio which are issued or issuable only in bearer form, except such Securities as are held in the Book-Entry System, shall be held by the Custodian or a Sub-Custodian in that form; all other Securities held for a Portfolio may be registered in the name of that Portfolio, in the name of any duly appointed registered nominee of the Custodian or a Sub-Custodian as the Custodian or such Sub-Custodian may from time to time determine, or in the name of the Book-Entry System or a Depository or their successor or successors, or their nominee or nominees. The Fund reserves the right to instruct the Custodian as to the method of registration and safekeeping of the Securities. The Fund agrees to furnish to the Custodian appropriate instruments to enable the Custodian or any Sub-Custodian to hold or deliver in proper form for transfer, or to register in the name of its registered nominee or in the name of the Book-Entry System or a Depository, any Securities which the Custodian of a Sub-Custodian may hold for the account of a Portfolio and which may from time to time be registered in the name of a Portfolio. The Custodian shall hold all such Securities specifically allocated to a Portfolio which are not held in the Book-Entry System or a Depository in a separate account for such Portfolio in the name of such Portfolio physically segregated at all times from those of any other person or persons.

  • Registration of Securities Domestic securities held by the Custodian (other than bearer securities) shall be registered in the name of the Portfolio or in the name of any nominee of a Fund on behalf of the Portfolio or of any nominee of the Custodian which nominee shall be assigned exclusively to the Portfolio, unless the Fund has authorized in writing the appointment of a nominee to be used in common with other registered management investment companies having the same investment adviser as the Portfolio, or in the name or nominee name of any agent appointed pursuant to Section 2.7 or in the name or nominee name of any sub-custodian appointed pursuant to Section 1. All securities accepted by the Custodian on behalf of the Portfolio under the terms of this Agreement shall be in “street name” or other good delivery form. If, however, a Fund directs the Custodian to maintain securities in “street name”, the Custodian shall utilize its best efforts only to timely collect income due the Fund on such securities and to notify the Fund on a best efforts basis only of relevant corporate actions including, without limitation, pendency of calls, maturities, tender or exchange offers.

  • Evaluation of Securities Compensation for Evaluation; Portfolio Supervision and Bookkeeping and Administrative Services; Succession

  • Plan of Exchange Section 3.01

  • Conversion of Securities At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company or the holders of any of the following securities:

  • Valid Issuance of Securities The Forward Purchase Shares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable, as applicable, and free of all preemptive or similar rights, taxes, liens, encumbrances and charges with respect to the issue thereof and restrictions on transfer other than restrictions on transfer specified under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by the Purchaser. Assuming the accuracy of the representations of the Purchaser in this Agreement and subject to the filings described in Section 3(e) below, the Forward Purchase Shares will be issued in compliance with all applicable federal and state securities laws.

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