Common use of Exchange Consideration Clause in Contracts

Exchange Consideration. Pursuant to the terms and conditions of this Agreement and Section 351 of the Internal Revenue Code, as amended (the “Code”), at the Closing (as defined below): (a) Upon and subject to the terms and conditions set forth in this Agreement, upon Closing, each Company Stockholder hereby irrevocably contributes, transfers and assigns, pursuant to the provisions of the of the Delaware Corporations Code (the “Delaware Code”), and delivers to Parent all of the shares of Company Common Stock held by such Company Stockholder as legal and beneficial owner as set forth opposite such Company Stockholder’s name on Schedule 1.1(a) hereto (the “Company Shares”), and any and all rights associated with or appertaining to such Company Shares, in exchange for that number of shares of Parent Common Stock as set forth opposite such Company Stockholder’s name on Schedule 1.1(a) in the column entitled “Parent Common Stock.” (b) Without undue delay after Closing (but within any event within two (2) Business Days following the Closing), Parent shall cause the shares of Parent Common Stock issuable pursuant to Section 1.1(a) to be issued to the Company Stockholders. As used in this Agreement, the term “Business Day” means any day other than a Saturday, a Sunday or a day on which banks in the state of New York are required or authorized by applicable Law to close.