Exchange Procedure and Other Consideration Sample Clauses

Exchange Procedure and Other Consideration. Section 3.1 Share Exchange/Delivery of Mortgagebrokers Securities. On the Closing Date, Alex Haditaghi the ▇▇▇▇ ▇▇▇▇▇▇▇▇▇er of Mortgagebrokers Common Shares shall deliver to Holdings (i) certificates or other documents evidencing all of the issued and outstanding Mortgagebrokers Common Shares, duly endorsed in blank or with executed power attached thereto in transferrable form. On the Closing Date, all previously issued and outstanding Common Shares of Mortgagebrokers shall be transferred to Holdings, so that Mortgagebrokers shall become a wholly owned subsidiary of Holdings.

Exchange Procedure and Other Consideration. Section 3.1 Share Exchange/Delivery of King Capital Securities. On the Closing Date, the holders of all of the King Capital Membership Units shall deliver to Holdings (i) Membership Units certificates or other documents evidencing all of the issued and outstanding King Capital Membership Units, duly endorsed in blank or with executed power attached thereto in transferrable form. On the Closing Date, all previously issued and outstanding Membership Units of King Capital shall be transferred to Holdings, so that King Capital shall become a wholly owned subsidiary of Holdings.

Exchange Procedure and Other Consideration. Section 3.1 Share Exchange/Delivery of WayCool Securities. On the Closing Date, the holders of all of the WayCool Common Shares shall deliver to Segway (i) certificates or other documents evidencing all of the issued and outstanding WayCool Common Shares, duly endorsed in blank or with executed power attached thereto in transferrable form. On the Closing Date, all previously issued and outstanding Common Shares of WayCool shall be transferred to Segway, so that WayCool shall become a wholly owned subsidiary of Segway.

Exchange Procedure and Other Consideration. Section 3.1 Share Exchange/Delivery of PowerChannel Securities. On the Closing Date, the holders of all of the PowerChannel Common Shares shall deliver to Sealant (i) certificates or other documents evidencing all of the issued and outstanding PowerChannel Common Shares, duly endorsed in blank or with executed power attached thereto in transferrable form. On the Closing Date, all previously issued and outstanding Common Shares of PowerChannel shall be transferred to Sealant , so that PowerChannel shall become a wholly owned subsidiary of Sealant.

Exchange Procedure and Other Consideration. Section 3.1 Share Exchange/Delivery of OCFI Securities. On the Closing Date, the holders of all of the OCFI Common Shares shall deliver to OCF CORP (i) certificates or other documents evidencing all of the issued and outstanding OCFI Common Shares, duly endorsed in blank or with executed power attached thereto in transferrable form. On the Closing Date, all previously issued and outstanding Common Shares of OCFI shall be transferred to OCF CORP, so that OCFI shall become a wholly owned subsidiary of OCF CORP.

Exchange Procedure and Other Consideration. Section 3.1 BILL OF SALE FOR ASSETS AND E▇▇▇▇IT FOR ASSUMED LIABILITIES. On the Closing Date, Clifton shall deliver to Auxe▇ ▇ ▇▇▇l of sale for all ▇▇ ▇▇e a▇▇▇▇s of Clifton and any and all other ▇▇▇▇▇▇nts to transfer all of the assets to Clifton. In addition, at clos▇▇▇ ▇▇▇fton will provide Telecard ▇▇▇▇ ▇ Schedule of the liabilities of Clifton that Clifton has agre▇▇ ▇▇ ▇ssume ▇▇▇▇▇ ▇he terms of this Agreement. Section 3.2 ISSUANCE OF 2,000,000 COMMON SHARES; PAYMENT OF $500,000 AND ISSUANCE OF $200,000 PROMISSORY NOTE. In exchange for the transfer of all of the assets of Clifton to Telecard pursuant ▇▇ ▇▇▇▇ion 3.1, Auxer shall pay Clifton $500,▇▇▇; Telecard sh▇▇▇ ▇▇▇ume the liabilities of Clifton as indicated on Sched▇▇▇ ▇; Auxer shall issue a $200,000 ▇▇▇▇▇ssory note to Clifton on the following term▇ ▇▇▇ ▇onditions: terms of repayment: 180 days; interest rate: 8% per annum; and Auxer shall issue 2,000,000 c▇▇▇▇▇ shares of Auxer to Clifton at the time ▇▇ ▇▇e Cl▇▇▇▇▇. The issued shares shall be restricted under Rule 144 of the 1933 Securities Act.

Exchange Procedure and Other Consideration. Section 3.1 Share Exchange/Delivery of Footfridge Securities. On the Closing Date, the holders of all of the Footfridge Common Shares shall deliver to Fit For Business International, Inc. (i) certificates or other documents evidencing all of the issued and outstanding shares of Footfridge, duly endorsed in blank or with executed power attached thereto in transferable form. On the Closing Date, all previously issued and outstanding shares of Footfridge shall be transferred to Fit For Business International, Inc., so that Footfridge shall become a wholly owned subsidiary of Fit For Business International, Inc. Section 3.2 Issuance of Fit For Business International, Inc. Common Shares. In exchange for all of the Footfridge Common Shares tendered pursuant to Section 3.1, Fit For Business International, Inc. shall pay to the Footfridge shareholders $1,000,000 in the form of a one year subordinated promissory note with interest accruing at the rate of 7% per annum. The promissory note shall have the following characteristics: (i) six (6) month term with no principal or interest payments during the 6 month term; (ii) balloon payment of $200,000 due and payable at the end of the 6 month term; and (iii) the balance of $800,000 automatically convertible into Fit for Business International, Inc. shares or common stock at the conversion rate of $.10 per share or an aggregate of 8,000,000 such shares. The shares shall be issued in accordance with the exemption provided under Section 4(1) and shall be deemed to be restricted shares. Fit For Business International, Inc. may prepay the balloon payment of $200,000 at anytime without penalty.

Exchange Procedure and Other Consideration. Section 3.1 Share Exchange/Delivery of CNDC Securities

Exchange Procedure and Other Consideration. Section 3.1 Share Exchange/Delivery of Teda Securities. On the Closing Date, the holders of Teda Common Shares shall deliver to Gaige (i) certifica▇▇▇ ▇r other documents evidencing all of the issued and outstanding Teda Common Shares, duly endorsed in blank or with executed power attached thereto in transferrable form. On the Closing Date, all previously issued and outstanding Common Shares of Teda shall be canceled and all rights in respect thereof shall cease and Gaige shall receive ▇▇▇▇ shares in Teda, the BVI corporation, so that Teda shall become a wholly owned subsidiary of Gaige. Teda's legal ▇▇▇▇sel shall take all appropriate action to confirm such transaction.