Share Swap Agreement Sec

The cost base for shareholders of the merged entity will be the same as the initial investment. On April 29, 2010, Zoom Technologies, Inc. (the "Company") entered into a share exchange agreement (the "Agreement") for the acquisition of 100% of the shares of Nollec Wireless Company Ltd ("Nollec Wireless"), a mobile phone and wireless communications design company based in Beijing, China (the Acquisition). Among the parties to the agreement is the company as the acquirer of Nollec Wireless and: The following chart shows the legal methods for subscription agreements in the United States: A subscription agreement is a formal agreement between a company and an investor to purchase shares of a company at an agreed price. The subscription contract contains all the necessary details. It is used to track outstanding shares Other shares Pending Shares represent the number of shares of a company that are traded on the secondary market and are therefore available to investors. Outstanding shares include all limited shares held by senior executives and company insiders (senior executives), as well as institutional investors` share of equity and ownership of shares (who owns what and how much) and mitigate possible future litigation regarding the payment of shares. Under the terms of the agreement, KNH and BDF will sell their 100% joint stake in Silver Tech to the company. The counterpart of Silver Tech, which owns 100% of Ever Elite, which in turn owns 100% of Nollec Wireless, will be $10.96 million in cash and shares. The consideration agreed by Zoom, KNH and BDF is based on an appraisal report by Beijing Jingdu Zhongxin Assets Valuation Company Ltd., a subsidiary of Grant Thornton. Under the agreement, $1.37 million of the total compensation is paid in cash by the company and the balance of $9.59 million is paid by the issuance of 1,342,599 common shares of the company ("payment shares").

The price of the payment shares was based on the weighted average closing price of the Zoom shares traded on the Nasdaq for the 10 consecutive trading days prior to and before the date of the agreement. The sellers of the transaction, KNH and BDF, will enter into lock-in agreements that will prevent them from transferring the payment shares for a period of 6 months from the closing date of the transaction. The financial statements of the transaction are subject to normal closing conditions and the performance of the company, KNH and BDF. In 2017, The Dow Chemical Company ("Dow") and E.I. du Pont de Nemours & Company ("DuPont") a merger in which Dow shareholders obtained a swap ratio of 1.00 shares of DowDuPont (the combined company) for each Dow share and DuPont shareholders a swap rate of 1.282 DowDuPont shares for each DuPont share.

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