Exchange by the Shareholders Sample Clauses

Exchange by the Shareholders. (a) At the Closing, each Shareholder shall sell, transfer, convey, assign and deliver to the Parent its Company Shares free and clear of all Liens (as defined in Section 2.01) in exchange for shares of Parent Series A Preferred Stock, with each Company Share being exchanged for 1,048,585,364 shares of Parent Series A Preferred Stock (the “Exchange Ratio”). (b) Each option, warrant, right (other than the Series A-4 Warrants) and security exercisable or convertible by its terms into Company Shares (including convertible promissory notes), whether vested or unvested, which is outstanding immediately prior to the Closing (each, a “Company Option”) set forth on Schedule 1.01(b) shall be exchanged by the Parent upon surrender, and shall be converted into a right to acquire Post-Closing Parent Securities in accordance with this Section 1.01(b) (“Parent Option”) evidenced by the form of new Parent Option annexed hereto as Exhibit 1.01(b). Each Company Option so converted shall continue to have, and be subject to, the same terms and conditions as set forth in each Company Option immediately prior to the Closing, except that, as of the Closing, (i) each Company Option shall be exercisable or convertible (or shall become exercisable or convertible in accordance with its terms) for that number of whole shares of Post-Closing Parent Securities equal to the product of the number of shares that were issuable upon exercise or conversion of such Company Option immediately prior to the Closing multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Post-Closing Parent Securities, and (ii) the per share exercise or conversion price for the Post-Closing Parent Securities issuable upon exercise or conversion of such Company Option so converted shall be equal to the quotient determined by dividing the exercise or conversion price per share of Company Shares at which such Company Option was exercisable or convertible immediately prior to the Closing by the Exchange Ratio, rounded up to the nearest whole cent. (c) All Series A-4 Warrants of the Company, each warrant exercisable for for one share of common stock of the Company at an exercise price of $67.10 (“Series A-4 Warrants”) as set forth on Schedule 1.01(c), shall be exchanged and surrendered to the Parent and shall be converted into a number of Class A Private Placement Warrants equal to the product of Series A-4 Warrants outstanding immediately prior to Closing multiplied by the Exchange Rat...

Exchange by the Shareholders. At the Closing, ChainTrade shall exchange all of the ChainTrade Assets, detailed herein on Exhibit Afor the Note. Working Capital. ChainTrade shall receive a total of $500,000 in working capital (“Working Capital”), paid in tranches over 18 months (each a “Tranche”). The first Tranche of $30,000 shall be paid on the Closing Date to be set within 5 Business days of the execution of this Agreement, and each subsequent Tranche of $30,000 shall be paid every 45 days thereafter until a total of $500,000 is paid. If the Company is late paying any Tranche to ChainTrade, a penalty of 10% will be added to the balance owed for that Tranche, following a 15 day grace period (the “Grace Period”). If the Company fails to pay ChainTrade any Tranche due during the Grace Period, then on the 75th day, ChainTrade reserves the right to suspend operations of the platform until the past due Tranche is paid. In the event that the Company fails to pay any past due amount by the 90th day, this Agreement, would be considered in default and the remaining balance owed for Working Capital will be due in full, plus an additional 10% penalty.

Exchange by the Shareholders a. Upon the terms and subject to the conditions of this Agreement, each Shareholder shall irrevocably assign, transfer, and deliver to the Company at the Closing (as defined in Section 1.02) each ICUMO Share held by such Shareholder as legal and beneficial owner as set forth opposite such Shareholders name on Schedule 1 attached hereto and any and all rights associated with such ICUMO Shares held by such Shareholder; and, in exchange therefor, the Company shall allot and issue to each Shareholder such number of shares (rounded to the nearest whole share) of Common Stock (the “Exchange Shares”) as is equal to the product of (i) the number of such Shareholder’s ICUMO Shares multiplied by (ii) 1.34. b. No fractional shares of Common Stock shall be issued in connection with the Exchange, and no certificates or scrip for any such fractional shares shall be issued. The number of shares of Common Stock that would be issued to each Shareholder in connection with the Exchange (after aggregating all fractional shares of Common Stock which would have been issued to such Shareholder) shall be rounded to the next whole share, in lieu of such fractional shares. c. From and after the Closing, the Shareholders shall be shareholders of the Company and shall have no rights or interest as a shareholder of ICUMO.

Exchange by the Shareholders. At the Closing (as defined in Section 1.02), the Shareholders shall sell, transfer, convey, assign and deliver to the Parent all of the Company Shares free and clear of all Liens in exchange for (i) an aggregate of Forty Four Million One Hundred Thousand (44,100,000) shares of Parent Common Stock and Parent Preferred Stock in such amounts and in such denominations as set forth on Exhibit B, attached hereto.

Exchange by the Shareholders. Subject to and upon the terms and conditions set forth in this Agreement, at the Closing (as defined in Section 2.3), the Shareholders shall sell, transfer, convey, assign and deliver to the Purchaser all of the Company Shares free and clear of all Liens in exchange for 2,000,000 shares of the Purchaser’s common stock, based on a per share rate of $2.79 per share. The Purchaser Shares shall be issued to the Shareholders, on a pro rata basis, in the amounts and to the each Shareholder, as follows: Industrial Security Alliance Partners, Inc. 625,000 625,000 1,250,000 62.50 % Halls of Valhalla, LLC 375,000 375,000 750,000 37.50 %

Exchange by the Shareholders. At the Closing (as defined in Section 1.2), the Shareholders shall sell, transfer, convey, assign and deliver to the Parent all of the BDC Shares free and clear of all Liens in exchange for an aggregate of twenty-five million (25,000,000) newly issued Parent Shares.

Exchange by the Shareholders. At the Closing, the Shareholders shall sell, transfer, convey, assign and deliver to the Parent their Shares free and clear of all Liens in exchange for an aggregate of up to 18,245,922 (Eighteen Million Two Hundred Forty Five Thousand, Nine Hundred and Twenty two) shares of Parent Common Stock, in the amounts for each Shareholder set forth in the Company’s records (the “Exchange Consideration”). Furthermore, at the Closing, each outstanding warrant to purchase the Company’s shares (the “Company Warrants”) held by the Shareholders that are also holders of the Company Warrants (the “Warrant Holder”) set forth in the Company’s records whether vested or unvested shall automatically be cancelled and extinguished and exchanged without any action on the part of the holder thereof into the right to receive a Warrant to purchase such number of shares of the Parent’s Common Stock for each outstanding Company Warrant in the amounts set forth in the Company’s records (the “Parent Warrant”) which Parent Warrant subject to applicable laws, rules and regulations shall be substantially similar to the Company Warrant issued to such holder by the Company (the “Parent’s Warrants”). All such Company Warrants when so exchanged shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate representing any such Company Warrants shall cease to have any rights with respect thereto, except the right to receive the Parent Warrants as paid in consideration therefor upon the surrender of such instrument evidencing the Company Warrants in accordance with this Agreement.

Exchange by the Shareholders. At the Closing, each Shareholder shall sell, transfer, convey, assign and deliver to BP2 its TIGL Stock free and clear of all Liens in exchange for the BP2 Stock listed on Annex A opposite such Shareholder's name.

Exchange by the Shareholders. At the Closing, each Shareholder shall sell, transfer, convey, assign and deliver to YMMF its PURA Stock free and clear of all Liens in exchange for the YMMF Stock listed on Annex A opposite such Shareholder's name.