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 Buyers have paid to the Seller an aggregate amount of Three Hundred Twelve Dollars ($312) (the “Purchase Price”), in consideration of the assignment of the Shares.
Notwithstanding the foregoing, in the event that the Company determines for any reason not to nominate, elect or appoint any Buyer as a member of the board of directors of the Company, or if any Buyer otherwise does not become a member of the board of directors of the Company for any reason, on or prior to the closing of the Public Offering, such Buyer shall automatically forfeit all of the Shares held by such Buyer, which shall automatically be assigned and returned to the Seller, and the Seller shall promptly return the Purchase Price to such Buyer. Seller hereby assigns and surrenders to the Company for cancellation 4,107 shares of Common Stock.
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.
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.
The Purchaser also reserves the right to waive any defect or irregularity in any tender with respect to any particular Shares of any particular shareholder, and the Purchaser’s interpretation of the terms and conditions of the Offer (including the Letter of Transmittal, the Instructions thereto and the Transfer & Assignment of Shares Form) will be final and binding.
In all cases, payment for Shares purchased pursuant to the Offer will be made only after timely receipt by the Depositary of a properly completed and duly executed Letter of Transmittal, Transfer & Assignment of Shares Form, and any other documents required by the Letter of Transmittal.