Common use of The Exchange Transaction Clause in Contracts

The Exchange Transaction. On the Closing Date, as established subsequently in this Agreement, the Acquiror will acquire all of the issued and outstanding Acquiree Stock anticipated on the Closing Date to be __________ shares of the $_____ par value common stock of the Acquiree (the "Acquiree Stock"). Such Acquiree Stock shall be acquired by the Acquiror from the Holders in exchange for not less than 4,608,268 shares of Acquiror Stock which, upon consummation of the exchange and other transactions contemplated by the Agreement Parties with respect to the Acquiror, shall constitute not less than 52% of Acquiror Stock outstanding subsequent to the exchange transaction and the contemplated transactions. The shares of Acquiror Stock delivered at the Closing in exchange for the shares of Acquiree Stock shall constitute Restricted Securities as that term is defined in Rule 144 promulgated under the Securities Act of 1933, as amended (the "Act"). It is intended that the exchange transaction, as provided for in this Agreement, will constitute a transaction exempt from the registration requirements of the Act and any state securities statute, including, without limitation, the securities statutes of Florida and Colorado, by reason of the provisions of Rule 506 as contained in Regulation D and any other applicable Rules of such Regulation and to the extent not pre-empted by section 18 of the Act, pursuant to the provisions of any state securities statute and regulations and rules promulgated thereunder.

The Exchange Transaction. On the Closing Date, as established subsequently in this Agreement, the Acquiror will acquire all of the issued and outstanding Acquiree Stock anticipated on the Closing Date to be __________ 6,900 shares of the $_____ 1 par value common stock of the Acquiree (the "Acquiree Stock"). Such Acquiree Stock shall be acquired by the Acquiror from the Holders in exchange for not less than 4,608,268 shares of Acquiror Stock which, upon consummation of the exchange and other transactions contemplated by the Agreement Parties with respect to the Acquiror, shall constitute not less than 52% of Acquiror Stock outstanding subsequent to the exchange transaction and the contemplated transactions. The shares of Acquiror Stock delivered at the Closing in exchange for the shares of Acquiree Stock shall constitute Restricted Securities as that term is defined in Rule 144 promulgated under the Securities Act of 1933, as amended (the "Act"). It is intended that the exchange transaction, as provided for in this Agreement, will constitute a transaction exempt from the registration requirements of the Act and any state securities statute, including, without limitation, the securities statutes of Florida and Colorado, by reason of the provisions of Rule 506 as contained in Regulation D and any other applicable Rules of such Regulation and to the extent not pre-empted by section 18 of the Act, pursuant to the provisions of any state securities statute and regulations and rules promulgated thereunder.