Stock Exchange. The Corporation shall have not received a notice from the TSX that it intends to delist the Corporation.
Stock Exchange. At Closing (as hereinafter defined), the stockholders of Matrix listed on Schedule I (the "Stockholders") will deliver to Avtel 3,484,260 properly endorsed, unencumbered Matrix common shares (the "Stock"), representing 100% of the outstanding Matrix common stock, in exchange for 34,590,049 shares of common stock of Avtel (such numbers to be adjusted to give effect to the Merger and Reverse Stock Split (defined below)), which will not be registered under the Securities Act of 1933, as amended.
Stock Exchange. No certificates for fractional Common Shares shall be issued or delivered in connection with the transaction contemplated by this Agreement. To the extent that a fractional Common Share would otherwise have been deliverable under the formula set out in the preceding portion of this Section 3(a), Seller shall be entitled to receive a cash payment therefor in an amount equal to the value (determined with reference to the closing price of Common Shares as reported on the New York Stock Exchange Composite Tape on the last full Trading Day immediately prior to the Closing Date) of such fractional interest. Such payment with respect to fractional shares is merely intended to provide a mechanical rounding off of, and is not separately bargained for, consideration Within five (5) business days following the execution of this Agreement, Buyer shall open an escrow account (the "Earnest Money Escrow") with First American Title Insurance Company, Troy, Michigan Office, Commercial Advantage Division (the "Title Company") and deposit One Hundred Thirty Thousand Dollars ($130,000) (the "Earnest Money Deposit")
Stock Exchange. In consideration for the sale, conveyance, transfer, and delivery of the Stocks and Assigned Contracts and upon the terms and subject to the conditions set forth in this Agreement, PPIN shall only assume the Liabilities set out in Schedule 2 and PPIN shall convey, transfer to DUNN the following, which shall be:
Stock Exchange. Purchaser hereby agrees to issue 6,000,000 shares of its restricted common stock to the Company in exchange for 75,000 shares of the Company’s common stock, which will represent 100% of the Company’s issued and outstanding shares of common stock immediately after the 6,000,000 shares are issued by Purchaser. This transaction shall be exempted from the registration and prospectus delivery requirements of the Securities and Exchange Act of 1933, as amended (the “Securities Act”), the Shareholder Units. Shares will carry a 12 month restriction from date of the agreement’s execution. The 6,000,000 shares of Purchaser’s restricted Common Stock to be issued to the Company shall be issued immediately upon the close of this transaction. Purchaser will have the option to repurchase the 6,000,000 shares from the Company under the terms of the Purchaser Repurchase Option.
Stock Exchange. 8 Subsidiary.................................................................. 8 Trustee..................................................................... 8
Stock Exchange. At the Second Closing (as defined below), HomeMark and each of the Stockholders hereby agree to exchange the Stock and the Subsidiary Stock (the "Exchange"), subject to the terms and conditions set forth below. The number of shares of Stock to be delivered, and the number of shares of Subsidiary Stock to be received, by each Stockholder are set forth under such Stockholder's name on the signature page of this Agreement.
Stock Exchange. Each of ING and Parent shall use its reasonable best efforts to cause the ADSs to be issued pursuant to Section 4.5 to be approved for listing on the NYSE, subject to official notice of issuance, prior to the Closing Date. The Surviving Corporation shall use its best efforts to cause the Shares to be de-listed from the NYSE and de-registered under the Exchange Act as soon as practicable following the Effective Time.
Stock Exchange. PDN shall use its reasonable best efforts to cause the shares of PDN Common Stock to be issued in the Merger (including the Merger Shares Consideration, the shares of PDN Common Stock underlying the Merger Option Consideration, the Jones Shares and the Wesser Shares) to be approved for listing on NASDAQ, subject to official notice of issuance, prior to the Effective Time.