Common use of Share Exchange Transaction Clause in Contracts

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 Purchaser with respect to the incorporation and preparation and completion of all documentation pertaining to the ▇▇▇▇▇ Option except for the legal expenses of obtaining the necessary regulatory approvals, which shall be the responsibility of the Purchaser.

Share Exchange Transaction. 10.1. It BYND Shareholder Acknowledgements Each BYND Shareholder hereby acknowledges and agrees with the Acquiror (and the Resulting Issuer), as follows: (a) that the transfer of the BYND Shares to the Resulting Issuer (or the 103K Trustee as the case may be) and the issuance of the Resulting Issuer Consideration Shares to the BYND Shareholders (or the 103K Trustee on behalf of the BYND Shareholders as the case may be), in connection with the Share Exchange Transaction, will be made pursuant to appropriate exemptions (the “Exemptions”) from the registration and prospectus (or equivalent) requirements of the applicable securities laws; (b) as a consequence of acquiring the Resulting Issuer Consideration Shares pursuant to the Exemptions: (i) the Resulting Issuer will be relying on an exemption from the requirements to provide the BYND Shareholders with a prospectus to sell securities through a person registered to sell securities under the Securities Act and, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by the Securities Act, including statutory rights of rescission or damages, will not be available to the BYND Shareholders; (ii) the BYND Shareholders may not receive information that might otherwise be required to be provided to the BYND Shareholders, and the Resulting Issuer will be relieved from certain obligations that would otherwise apply under the Securities Act if the Exemptions were not being relied upon by the Resulting Issuer; (iii) there is acknowledged no government or other insurance covering the Resulting Issuer Consideration Shares; (iv) there are risks associated with the acquisition of the Resulting Issuer Consideration Shares; (v) there are restrictions on the BYND Shareholder’s ability to resell the Resulting Issuer Consideration Shares and it is the responsibility of each BYND Shareholder to find out what those restrictions are and to comply with them before selling the Resulting Issuer Consideration Shares; and (vi) no securities commission, stock exchange or similar regulatory authority has reviewed or passed on the merits of an investment in the Resulting Issuer Consideration Shares; (c) each BYND Shareholder is knowledgeable of, or has been independently advised as to, the Applicable Law of that ▇▇▇▇▇ desires jurisdiction which applies 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 the BYND Shares and the issuance of the Purchased Resulting Issuer Consideration Shares until he has sold and which may impose restrictions on the Paradigm resale of such Resulting Issuer Consideration Shares received by him as consideration in that regard. Accordinglyjurisdiction and it is the responsibility of each BYND Shareholder to become aware of what those trade restrictions are, ▇▇▇▇▇ shall have and to comply with them before selling the option Resulting Issuer Consideration Shares; and (d) 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 Resulting Issuer Consideration 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 may be subject to provisions, rights certain resale restrictions under Applicable Law and designations contained in the Articles of BYND Shareholders agree to comply with such restrictions and the Purchaser Subsidiary satisfactory to ▇▇▇▇▇'▇ counsel, acting reasonably, and shall provide, inter alia, BYND Shareholders also acknowledge that the certificates for the rights Resulting Issuer Consideration Shares may bear a legend or legends respecting restrictions on the part of ▇▇▇▇▇, at his option, transfers as required under Applicable Law and that each BYND Shareholder has been advised 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 consult its own legal advisor with respect to receipt of dividends, rights to convert to applicable resale restrictions and sell Paradigm Shares to the same extent as if ▇▇▇▇▇ had received the Paradigm Shares and Stock Options as contemplated pursuant to Article IIIthat each is solely responsible for complying with such restrictions. 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 Purchaser with respect to the incorporation and preparation and completion of all documentation pertaining to the ▇▇▇▇▇ Option except for the legal expenses of obtaining the necessary regulatory approvals, which shall be the responsibility of the Purchaser.