Common use of Transfer and Exchange of Shares Clause in Contracts

Transfer and Exchange of Shares. (a) It is the intention of the parties hereto that the consummation of the transactions contemplated herein, upon the terms and conditions set forth in this Agreement, shall result in the acquisition by the Acquiror, in exchange solely for 9,670,500 shares of its voting common stock (its only current issued and outstanding class of stock), 100% of the MSH stock such that Acquiror will (a) have "control" (within the meaning of Section 368(c) of the Internal Revenue Code of 1954, as amended (the "Code")) of MSH after the consummation of the transactions contemplated hereby and that such transactions will constitute a "reorganization" within the meaning of Section 368(a)(1)(B) of the Code and/or (b) that MSH shall become a wholly owned operating subsidiary of Acquiror (immediately subsequent to the conclusion of the acquisition).