Share Swap Sample Clauses

Share Swap. 2.1 Purchase of shares of the Target Company (1) Purchase and Sale of the shares of the Target Company held by ▇▇ ▇▇▇▇▇▇. (2) Purchase and Sale of the shares of the Target Company held by ▇▇▇ ▇▇▇▇▇▇▇▇.

Share Swap. Subject to the terms and conditions of this Agreement: (a) Ten-League Corp shall transfer the Sale Shares, representing the entire issued and paid-up share capital of Ten League (E&T), to the Nominee (as nominee of Ten-League International) free from all Encumbrances and together with all rights, dividends, benefits and entitlements attaching thereto as at the Completion Date; and (b) in consideration of the aforementioned transfer of the Sale Shares, Ten-League International shall allot and issue one (1) Consideration Share credited as fully paid-up to Ten-League Corp, and Ten-League Corp hereby agrees to subscribe for such Consideration Share on the terms set out herein, (collectively, the “Share Swap”).

Share Swap. Subject to Section 3.8, other than pursuant to the Share Exchange Agreement, the Company undertakes not to enter into any share swap agreement or arrangement (such as a merger, reorganization, or sale of all, or substantially all, of the Company’s shares) (“Share Swap”), unless the other company to such a Share Swap agreement undertakes to allot to the Lender, upon, and subject to, the conversion of the Loan Amount, such securities as were swapped for the shares of the Company, as though the Lender had held the Conversion Shares on the record date of the Share Swap. In the event of a Share Swap, the securities issuable upon conversion of the Loan Amount shall be the swapped securities of such other company (not the Company’s shares). Nothing in this Section 4.7.7 shall derogate from any other provision of this Agreement or confer any other interpretation to any other obligation herein.

Share Swap. Upon the terms and subject to the conditions set forth in this Agreement and the Share Swap Agreement, (i) at the Merger Effective Time, Exchange Sub shall subscribe for and PubCo shall issue the Share Swap Consideration to Exchange Sub as the consideration for Share Swap subject to release to Company Shareholders at Closing, and (ii) at the Merger Effective Time, each Company Shareholder shall sell, transfer, convey, assign and deliver all of the Company Common Shares it holds to Exchange Sub in exchange for the right to receive the number of PubCo Ordinary Shares required to be paid to such Company Shareholder pursuant to this Section 2.1(b) and the Share Swap Agreement, and (iii) as soon as practically possible after the Closing Date and in compliance with the Share Swap Agreement, the Exchange Sub shall distribute all of the Company Common Shares it receives from the Company Shareholders pursuant to the preceding clause (ii) to PubCo, and shall distribute Share Swap Consideration to Company Shareholders in accordance with Section 3.4 (the “Share Swap”).

Share Swap. (i) As soon as reasonably practicable following receipt of the Share Swap Consideration from PubCo (which shall be issued by PubCo to the Exchange Sub at or immediately prior to the Merger Effective Time), Exchange Sub shall deposit or cause to be deposited the Share Swap Consideration in trust with the Exchange Agent for the benefit of the Swapping Shareholders and distribution in accordance with this Section 3.4(c). (ii) As promptly as practicable following the Merger Effective Time and in compliance with the Share Swap Agreement, Exchange Sub shall cause the Exchange Agent to distribute therefrom the number of PubCo Ordinary Shares required to be paid to such Swapping Shareholder pursuant to Section 3.2(b) in respect of such Swapping Shareholder’s Company Common Shares in accordance with the Closing Payments Schedule. (iii) As promptly as practicable following the Closing Date and in compliance with the Share Swap Agreement, the Exchange Sub shall cause the Exchange Agent to distribute therefrom Swapping Shareholders’ Company Common Shares (it received pursuant to Section 3.2(a) above) to PubCo.

Share Swap. 4.1. On the Swap Date, Party A will issue additional shares (Securities Code on HOSE is VIC) to the shareholders of Party B in the List of Entitled Shareholders entitled except the major shareholder Party A itself to swap for 2.66% of Party B’s total outstanding ordinary shares to increase its stake in Party B to 100% by the following manner: a. Swap ratio for Party B’s ordinary shares to Party A’s ordinary shares is 1:2 (01 ordinary share of Party A (securities code on HOSE is VIC) is swapped for 2 ordinary shares of Party B (securities code on UPCOM is PFV). b. The number of swapped VIC shares to be received by each shareholder of Party B will be rounded down to the nearest whole share, eliminating any decimal.

Share Swap. Subject to the provisions of Section 3, the Company undertakes not to enter into any share swap agreement or arrangement (such as a merger, reorganization, or sale of all, or substantially all, of the Company’s shares) (“Share Swap”), unless the other company to such a Share Swap agreement undertakes to allot to the Holder, upon, and subject to, the exercise of this Warrant, such securities as were swapped for the shares of the Company, as though the Holder had held the Warrant Shares on the record date of the Share Swap. In the event of a Share Swap, the securities issuable upon exercise of this Warrant shall be the swapped securities of such other company (not the Company’s shares). Nothing herein shall derogate from the notice requirements of Section 4.

Share Swap. Casino and its affiliates (“Casino Group”) will exchange 19.375 million preferred shares issued by CBD it owns in consideration for the 19.375 million common shares issued by ▇▇▇▇▇▇ currently owned by the group led by ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇ (“AD Group”). The transfer of 11,229,075 shares is subject to the previous authorization from Conselho Administrativo de Defesa Econômica- ▇▇▇▇.

Share Swap. (a) In the event that the listed and actually traded Shares are not the same class and type of the Will▇▇▇▇ ▇▇▇res; or if the shares of one or more companies of the Company Group (other than Shares of the Company) are listed and actually traded prior to the listing and trading of the Shares, with due observance of the provisions set forth in Subsections (b) and (c) below, the Company hereby grants Will▇▇▇▇ ▇▇▇ right, at any time after Closing, at Will▇▇▇▇'▇ ▇▇▇e discretion, to swap, in whole or in part, the Will▇▇▇▇ ▇▇▇al Equity into (i) the same type and class of Shares of the Company which have been listed and continuously and actively traded on the Sao Paulo Stock Exchange, Rio de Janeiro Stock Exchange or on any other major Brazilian and/or international Stock Exchanges; or (ii) a pro rata number of shares of one or more companies of the Company Group, whose shares have been listed and actually traded; provided, however, that no such swap shall result in the equity interest in the Company represented by the Will▇▇▇▇ ▇▇▇res being less than the percentage of the total issued and outstanding Shares of the Company held by Will▇▇▇▇ ▇▇▇ediately prior to such swap. (b) Will▇▇▇▇ ▇▇▇ll notify the Company of its intention to exercise its rights under Subsection (a) above, by sending the Company the Will▇▇▇▇ ▇▇▇p Notice. (c) In the event that the IPO does not occur within sixty (60) days following the date of the issuance of the Will▇▇▇▇ ▇▇▇p Notice, the right assured to Will▇▇▇▇ ▇▇▇suant to Subsection (a) above shall be enforceable and the Will▇▇▇▇ ▇▇▇p Notice shall be deemed fully effective after the expiration of such 60-day period, entitling Will▇▇▇▇ ▇▇ effect the swap of the Will▇▇▇▇ ▇▇▇res under the terms and conditions set forth herein. (d) For purposes of Section 10.7 (a) the Company shall be valued at its Book Value on the date of the issuance of the Will▇▇▇▇ ▇▇▇p Notice.