Share Exchange Transaction Clause Samples
A Share Exchange Transaction clause defines the terms and conditions under which shares of one company are exchanged for shares of another, typically as part of a merger, acquisition, or corporate restructuring. This clause outlines the exchange ratio, the process for surrendering old shares and receiving new ones, and any adjustments for fractional shares or other contingencies. Its core function is to provide a clear and enforceable framework for the transfer of ownership interests, ensuring all parties understand how their holdings will be converted and helping to prevent disputes during complex corporate transactions.
Share Exchange Transaction. Prior to the Closing, the Share Exchange Transaction shall have been consummated.
Share Exchange Transaction. The issuance of Common Stock and certain promissory notes by the Company to the holders of outstanding ordinary shares of the Australia Traffic Network in exchange for all such outstanding ordinary shares of the Australia Traffic Network in the share exchange transaction, as described in the Disclosure Package and the Prospectus (the "Share Exchange Transaction"), has been duly authorized by the Company and has been duly consummated by the Company and each other party to the Share Exchange Transaction. The Share Exchange Transaction does not require any governmental or third party consent or approval. Neither the issuance of Common Stock nor the issuance of promissory notes by the Company in accordance with the Share Exchange Transaction requires registration under the Securities Act and such issuances will not be integrated with the sale of the Common Shares hereunder. Any certificate signed by an officer of the Company and delivered to the Underwriter or to counsel for the Underwriter shall be deemed to be a representation and warranty by the Company to the Underwriter as to the matters set forth therein. The Company acknowledges that the Underwriter and, for purposes of the opinions to be delivered pursuant to Section 6 hereof, counsels to the Company and counsel to the Underwriter, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.
Share Exchange Transaction. (a) On the terms and subject to the conditions set forth in this Agreement, on the Closing Date, NCC shall issue to the Sellers as set forth on Exhibit A attached hereto 289,959,665 fully paid and non-assessable shares of common stock of NCC representing 98.5% of the issued and outstanding shares of common stock of NCC, including any of HSI’s option and warrant holders and holders of convertible debt, in exchange for 100% of HSI’s issued and outstanding shares of capital stock, consisting of 289,959,665 shares of common stock, and NCC shall reserve for issuance 73,949,760 shares of NCC common stock for future issuance subject to the HSI stock options and warrants and 22,402,121 shares of NCC common stock for future issuance subject to HSI convertible debt (the “Share Exchange”). On the Closing Date, NCC file amended and restated articles of incorporation and adopt amended and restated bylaws in the forms attached hereto as Exhibit B and the name of NCC shall be changed to “Home School Holdings, Inc.”
(b) On the Closing Date, the Existing Shareholders shall own 5,882,917 shares of common stock of NCC representing 1.5% of the issued and outstanding shares of common stock of NCC on a fully-diluted basis, including without limitation, any shares issuable to option and warrant holders and holders of convertible debt or other convertible securities of NCC.
(c) On the Closing Date, HSI shall pay Fifty Thousand Dollars ($50,000) to the Existing Shareholders as purchase price consideration for the Share Exchange (the “Cash Payment”).
(d) On the Closing Date, HSI shall be acquired and shall become a wholly owned subsidiary of NCC and all liabilities and obligations of NCC in existence on the Closing Date shall be paid in full.
Share Exchange Transaction. 10.1. It is acknowledged that ▇▇▇▇▇ desires to complete the transaction contemplated in this Agreement in a manner which will enable him to defer his Income Taxes in respect of the sale of his portion of the Purchased Shares until he has sold the Paradigm Shares received by him as consideration in that regard. Accordingly, ▇▇▇▇▇ shall have the option (the "▇▇▇▇▇ Option") which is deemed to have been exercised and accepted by the Purchaser, to require the Purchaser to incorporate a new corporation under the laws of the Province of Ontario (the "Purchaser Subsidiary") which will create a class of exchangeable shares to be issued to ▇▇▇▇▇ in place of his proportionate share of the Paradigm Shares and Stock Options which he would otherwise be entitled to receive pursuant to Article III of this Agreement. ▇▇▇▇▇'▇ proportionate share of the Purchased Shares and Stock Options is twenty-seven (27%) percent. The shares to be issued to ▇▇▇▇▇ by the Purchaser Subsidiary shall be subject to provisions, rights and designations contained in the Articles of the Purchaser Subsidiary satisfactory to ▇▇▇▇▇'▇ counsel, acting reasonably, and shall provide, inter alia, for the rights on the part of ▇▇▇▇▇, at his option, to exchange the shares of the Purchaser Subsidiary received by him for an equivalent number of Paradigm Shares as he would otherwise have received pursuant to Article III had ▇▇▇▇▇ received his proportionate share of the Paradigm Shares and Stock Options. Without limiting the generality of the foregoing, the exchangeable shares to be issued to ▇▇▇▇▇ pursuant to the ▇▇▇▇▇ Option shall place ▇▇▇▇▇, as much as possible, in the same position with respect to receipt of dividends, rights to convert to and sell Paradigm Shares to the same extent as if ▇▇▇▇▇ had received the Paradigm Shares and Stock Options as contemplated pursuant to Article III.
10.2. The Purchaser hereby covenants and agrees to act in good faith to implement the requirements and completion of the transaction contemplated by the ▇▇▇▇▇ Option and the Purchaser shall provide and execute all documentation, confirmations and assurances that may be reasonably required in order to proceed with the completion of the transaction contemplated by the ▇▇▇▇▇ Option. In that regard, and without limiting the generality of the foregoing, the Purchaser shall obtain all necessary regulatory approvals required in order to implement the ▇▇▇▇▇ Option.
10.3. ▇▇▇▇▇ agrees that he shall bear the legal expenses of the Purc...
Share Exchange Transaction. The parties acknowledge that immediately prior to the consummation of the transactions contemplated by this Agreement, the Company will issue shares of its Common Stock to Rise Elite International Limited, a company organized in the British Virgin Islands (“Elite”), pursuant to that certain Share Exchange Agreement dated as of the date hereof by and among the Company and Elite (the “Share Exchange Agreement”), and upon the consummation of the transactions contemplated by the Share Exchange Agreement, World Through Limited, a company organized in the British Virgin Islands and a direct wholly-owned subsidiary of Elite immediately prior to the consummation of the transactions contemplated by the Share Exchange Agreement, will become a wholly-owned subsidiary of the Company (the “Share Exchange Transaction”).
Share Exchange Transaction. The parties acknowledge that immediately prior to the consummation of the transactions contemplated by this Agreement, the Company will issue shares of its Series A Preferred Stock to the shareholders of GAS Investment China Co. Ltd., a British Virgin Islands company, pursuant to that certain Share Exchange Agreement dated as of the date hereof, and upon the consummation of the transactions contemplated by such Share Exchange Agreement, GAS Investment China Co. Ltd. will become a wholly-owned subsidiary of the Company (the "Share Exchange Transaction").
Share Exchange Transaction. Prior to the Initial Closing, the Share Exchange Transaction shall have been consummated in accordance with the Exchange Agreement, a copy of which is attached hereto as Exhibit K.
Share Exchange Transaction. The parties acknowledge that immediately prior to the consummation of the transaction contemplated by this Agreement, the Company will issue shares of its Common Stock to BEFUT International Co., Limited, a company incorporated in the British Virgin Islands (“BVI Co”), pursuant to that certain Exchange Agreement dated as of the date hereof by and among the Company and BVI Co (the “Reverse Merger”). Upon the consummation of the Reverse Merger, Hongkong BEFUT Co., Limited, a company incorporated in Hong Kong (“Hongkong Befut”), will become an indirect wholly-owned subsidiary of the Company which owns Befut Electric (Dalian) Co., Ltd. (“WFOE”), a company incorporated under the laws of the People’s Republic of China (the “PRC”). The parties further acknowledge that WFOE has entered into a series of agreements that establishes an exclusive business relationship with Dalian Befut Wire & Cable Manufacturing Co., Ltd. (“Dalian Befut”), a company incorporated under the laws of the PRC.
Share Exchange Transaction. The parties acknowledge that immediately prior to the consummation of the transactions contemplated by this Agreement, the Company will issue shares of its Common Stock to the sole shareholder of Universe Faith Group Limited (the name of which will be changed to Wuhan Blower and Generating Equipment Co., Ltd.) (“Wuhan Blower”), a company organized in the British Virgin Islands, pursuant to that certain Share Exchange Agreement dated as of the date hereof, and upon the consummation of the transactions contemplated by such Share Exchange Agreement, Wuhan Blower will become a wholly-owned subsidiary of the Company (the “Share Exchange Transaction”).
Share Exchange Transaction. The parties acknowledge that immediately prior to the consummation of the transactions contemplated by this Agreement, the Company will enter into a Share Exchange Agreement with Preciosa and the shareholders of Preciosa (the “Share Exchange Agreement”), and upon the consummation of the transactions contemplated thereby and thereunder, Preciosa will become a wholly-owned subsidiary of the Company (the “Share Exchange Transaction”).