Assignment Of Stock

Assignment Of Stock-79
A portion of such Second Tranche Shares, as set forth on Exhibit A under the heading “Second Tranche Forfeiture Shares” shall be subject to forfeiture by each such Buyer to the extent the underwriters’ over-allotment option is not exercised in full (as described in the Registration Statement).The Buyers have paid to the Sellers A portion of such Second Tranche Shares, as set forth on Exhibit A under the heading “Second Tranche Forfeiture Shares” shall be subject to forfeiture by each such Buyer to the extent the underwriters’ over-allotment option is not exercised in full (as described in the Registration Statement).The Buyers have paid to the Sellers

For more information about Dana and his services, please go to the About Dana Shultz page and the Legal Services page.

All capitalized terms used in this Assignment, but not otherwise defined herein, have the meaning given such terms in the Merger Agreement; and WHEREAS , pursuant to the Merger Agreement, the Assignee has agreed to pay to the Security Holders the Merger Consideration in consideration for all of the issued and outstanding securities of the Company; and WHEREAS , the Assignor owns 377,000 shares of the Company Common Stock, and has agreed to sell, assign, transfer, convey, set over and deliver all of such shares and assign all of the Assignor’s rights as a shareholder of the Company and the Assignor’s rights and interests under the Merger Agreement to the Assignee, and Assignee has agreed to acquire such shares and to be the assignee of all such rights and interests thereto and under the Merger Agreement, in accordance with and subject to the terms of this Assignment.

NOW, THEREFORE , in consideration of the foregoing recitals, which are true and correct and are incorporated herein by this reference, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged the parties agree as follows: .

The CFO asked whether and how the founders should complete and sign the assignment provision on the back of their share certificates. Please see Rewarding Key Personnel: Restricted Stock or Options?

A sample Stock Assignment Separate from Certificate is available, at no charge, on this blog’s Downloads page.

.0173913 per Share in consideration of the assignment of the Shares, which equals an aggregate amount of One Thousand Two Hundred Thirty Seven Dollars and Fifty Cents ( A portion of such Second Tranche Shares, as set forth on Exhibit A under the heading “Second Tranche Forfeiture Shares” shall be subject to forfeiture by each such Buyer to the extent the underwriters’ over-allotment option is not exercised in full (as described in the Registration Statement).The Buyers have paid to the Sellers $0.0173913 per Share in consideration of the assignment of the Shares, which equals an aggregate amount of One Thousand Two Hundred Thirty Seven Dollars and Fifty Cents ($1,237.50) (the “Purchase Price”). Seller hereby assigns 20,000 Shares to each of the Buyers, of which an aggregate of 7,827 Shares shall be subject to forfeiture by the Buyers on a pro rata basis to the extent the underwriters’ over-allotment option (as described in the Company’s registration statement on Form S-1, as amended (File Number 333-198014) (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to an underwritten public offering by the Company (the “Public Offering”)) is not exercised in full. || A portion of such Second Tranche Shares, as set forth on Exhibit A under the heading “Second Tranche Forfeiture Shares” shall be subject to forfeiture by each such Buyer to the extent the underwriters’ over-allotment option is not exercised in full (as described in the Registration Statement).The Buyers have paid to the Sellers $0.0173913 per Share in consideration of the assignment of the Shares, which equals an aggregate amount of One Thousand Two Hundred Thirty Seven Dollars and Fifty Cents ($1,237.50) (the “Purchase Price”). Seller hereby assigns 20,000 Shares to each of the Buyers, of which an aggregate of 7,827 Shares shall be subject to forfeiture by the Buyers on a pro rata basis to the extent the underwriters’ over-allotment option (as described in the Company’s registration statement on Form S-1, as amended (File Number 333-198014) (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to an underwritten public offering by the Company (the “Public Offering”)) is not exercised in full. ,237.50) (the “Purchase Price”). Seller hereby assigns 20,000 Shares to each of the Buyers, of which an aggregate of 7,827 Shares shall be subject to forfeiture by the Buyers on a pro rata basis to the extent the underwriters’ over-allotment option (as described in the Company’s registration statement on Form S-1, as amended (File Number 333-198014) (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to an underwritten public offering by the Company (the “Public Offering”)) is not exercised in full. .0173913 per Share in consideration of the assignment of the Shares, which equals an aggregate amount of One Thousand Two Hundred Thirty Seven Dollars and Fifty Cents ( A portion of such Second Tranche Shares, as set forth on Exhibit A under the heading “Second Tranche Forfeiture Shares” shall be subject to forfeiture by each such Buyer to the extent the underwriters’ over-allotment option is not exercised in full (as described in the Registration Statement).The Buyers have paid to the Sellers $0.0173913 per Share in consideration of the assignment of the Shares, which equals an aggregate amount of One Thousand Two Hundred Thirty Seven Dollars and Fifty Cents ($1,237.50) (the “Purchase Price”). Seller hereby assigns 20,000 Shares to each of the Buyers, of which an aggregate of 7,827 Shares shall be subject to forfeiture by the Buyers on a pro rata basis to the extent the underwriters’ over-allotment option (as described in the Company’s registration statement on Form S-1, as amended (File Number 333-198014) (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to an underwritten public offering by the Company (the “Public Offering”)) is not exercised in full. || A portion of such Second Tranche Shares, as set forth on Exhibit A under the heading “Second Tranche Forfeiture Shares” shall be subject to forfeiture by each such Buyer to the extent the underwriters’ over-allotment option is not exercised in full (as described in the Registration Statement).The Buyers have paid to the Sellers $0.0173913 per Share in consideration of the assignment of the Shares, which equals an aggregate amount of One Thousand Two Hundred Thirty Seven Dollars and Fifty Cents ($1,237.50) (the “Purchase Price”). Seller hereby assigns 20,000 Shares to each of the Buyers, of which an aggregate of 7,827 Shares shall be subject to forfeiture by the Buyers on a pro rata basis to the extent the underwriters’ over-allotment option (as described in the Company’s registration statement on Form S-1, as amended (File Number 333-198014) (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to an underwritten public offering by the Company (the “Public Offering”)) is not exercised in full. ,237.50) (the “Purchase Price”). Seller hereby assigns 20,000 Shares to each of the Buyers, of which an aggregate of 7,827 Shares shall be subject to forfeiture by the Buyers on a pro rata basis to the extent the underwriters’ over-allotment option (as described in the Company’s registration statement on Form S-1, as amended (File Number 333-198014) (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to an underwritten public offering by the Company (the “Public Offering”)) is not exercised in full.

[[ A portion of such Second Tranche Shares, as set forth on Exhibit A under the heading “Second Tranche Forfeiture Shares” shall be subject to forfeiture by each such Buyer to the extent the underwriters’ over-allotment option is not exercised in full (as described in the Registration Statement).The Buyers have paid to the Sellers $0.0173913 per Share in consideration of the assignment of the Shares, which equals an aggregate amount of One Thousand Two Hundred Thirty Seven Dollars and Fifty Cents ($1,237.50) (the “Purchase Price”). Seller hereby assigns 20,000 Shares to each of the Buyers, of which an aggregate of 7,827 Shares shall be subject to forfeiture by the Buyers on a pro rata basis to the extent the underwriters’ over-allotment option (as described in the Company’s registration statement on Form S-1, as amended (File Number 333-198014) (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to an underwritten public offering by the Company (the “Public Offering”)) is not exercised in full. || A portion of such Second Tranche Shares, as set forth on Exhibit A under the heading “Second Tranche Forfeiture Shares” shall be subject to forfeiture by each such Buyer to the extent the underwriters’ over-allotment option is not exercised in full (as described in the Registration Statement).The Buyers have paid to the Sellers $0.0173913 per Share in consideration of the assignment of the Shares, which equals an aggregate amount of One Thousand Two Hundred Thirty Seven Dollars and Fifty Cents ($1,237.50) (the “Purchase Price”). Seller hereby assigns 20,000 Shares to each of the Buyers, of which an aggregate of 7,827 Shares shall be subject to forfeiture by the Buyers on a pro rata basis to the extent the underwriters’ over-allotment option (as described in the Company’s registration statement on Form S-1, as amended (File Number 333-198014) (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to an underwritten public offering by the Company (the “Public Offering”)) is not exercised in full. ]]

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This Assignment of Shares (“Assignment”) dated as of February 28, 2011 is between P & C Holdings, L. C., a Florida limited liability company (“Assignor”), Nicholas Cascione, an individual and resident of the State of Florida and the sole member of the Assignor (the “Member”), and Swisher Hygiene Inc., a Delaware corporation (“Assignee”).

WHEREAS , Assignee, SWSH Merger Sub, Inc., a Florida corporation and a wholly-owned subsidiary of Assignee (“Sub”), Choice Environmental Services, Inc., a Florida corporation (the “Company”), and certain shareholders of the Company, are parties to that certain Agreement and Plan of Merger dated as of February 13, 2011, as amended (the “Merger Agreement”), pursuant to which the Sub has agreed to merge with and into the Company, where the Company shall be the surviving entity in the Merger and become a wholly owned subsidiary of the Assignee.

Assignor acknowledges receipt of the Consideration. Assignor shall be responsible for paying any income taxes due on the Consideration. Assignee hereby accepts such assignment to it of the Assigned Shares subject to the terms, conditions, covenants, representations, warranties, indemnities and agreements set forth herein, and hereby acquires the Assigned Shares free and clear of all Liens. Assignor and Member, jointly and severally, make the following representations and warranties to the Assignee intending that the Assignee rely upon each of such representations and warranties to induce the Assignee to enter into and to complete the transactions contemplated by this Assignment, as follows: 5.1.1 The Assignor holds of record 377,000 shares of the Company Common Stock which constitutes all of the shares of the Company Capital Stock that either the Assignor or Member own in the Company, and such shares are fully paid and non-assessable.

The Assignor owns the Assigned Shares free and clear of any restrictions on transfer, Liens, encumbrances, security interests, options, warrants, purchase rights, contracts, commitments and/or other rights whatsoever.

Dana Shultz is a business-savvy lawyer located in Northern California's San Francisco Bay Area (in the East Bay, near Oakland) who has in-depth knowledge of law, business, technology, and the needs of startup and early-stage companies.

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For more information about Dana and his services, please go to the About Dana Shultz page and the Legal Services page.

All capitalized terms used in this Assignment, but not otherwise defined herein, have the meaning given such terms in the Merger Agreement; and WHEREAS , pursuant to the Merger Agreement, the Assignee has agreed to pay to the Security Holders the Merger Consideration in consideration for all of the issued and outstanding securities of the Company; and WHEREAS , the Assignor owns 377,000 shares of the Company Common Stock, and has agreed to sell, assign, transfer, convey, set over and deliver all of such shares and assign all of the Assignor’s rights as a shareholder of the Company and the Assignor’s rights and interests under the Merger Agreement to the Assignee, and Assignee has agreed to acquire such shares and to be the assignee of all such rights and interests thereto and under the Merger Agreement, in accordance with and subject to the terms of this Assignment.

NOW, THEREFORE , in consideration of the foregoing recitals, which are true and correct and are incorporated herein by this reference, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged the parties agree as follows: .

The CFO asked whether and how the founders should complete and sign the assignment provision on the back of their share certificates. Please see Rewarding Key Personnel: Restricted Stock or Options?

A sample Stock Assignment Separate from Certificate is available, at no charge, on this blog’s Downloads page.

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For more information about Dana and his services, please go to the About Dana Shultz page and the Legal Services page.All capitalized terms used in this Assignment, but not otherwise defined herein, have the meaning given such terms in the Merger Agreement; and WHEREAS , pursuant to the Merger Agreement, the Assignee has agreed to pay to the Security Holders the Merger Consideration in consideration for all of the issued and outstanding securities of the Company; and WHEREAS , the Assignor owns 377,000 shares of the Company Common Stock, and has agreed to sell, assign, transfer, convey, set over and deliver all of such shares and assign all of the Assignor’s rights as a shareholder of the Company and the Assignor’s rights and interests under the Merger Agreement to the Assignee, and Assignee has agreed to acquire such shares and to be the assignee of all such rights and interests thereto and under the Merger Agreement, in accordance with and subject to the terms of this Assignment.NOW, THEREFORE , in consideration of the foregoing recitals, which are true and correct and are incorporated herein by this reference, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged the parties agree as follows: .The CFO asked whether and how the founders should complete and sign the assignment provision on the back of their share certificates. Please see Rewarding Key Personnel: Restricted Stock or Options?A sample Stock Assignment Separate from Certificate is available, at no charge, on this blog’s Downloads page.I recently introduced a client to the document called a Stock Assignment Separate from Certificate.While well-known to business lawyers, this document is not known to most business owners.The client was implementing employee and management stock plans.To provide stock for the plans, the corporation was going to repurchase shares from the founders.1 510 547-0545 dana [at] danashultz [dot] com Skype: dana.h.shultz This website is a "communication" as that term is defined in Rule of Professional Conduct 1-400(A) (now subject to Chapter 7 of the Rules of Professional Conduct that took effect on November 1, 2018).Agreement Angel investor Assignment Board of directors California Copyright Copyright infringement Corporation Delaware Director DMCA Domain name EIN employee Entrepreneur Equity Fair use Foreign Formation Funding Inc.

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