Consideration for the Purchase. At the Closing, Buyer shall deliver and escrow tender as consideration for the Purchased Shares a total of ten thousand (10,000) shares of Buyer’s preferred stock (the “Preferred Shares”) until the annual stock exchange dates of August 1, 2006, 2007 and 2008. The preferences relating to the Preferred Shares will be summarized on each certificate representing such shares and will entitle the holder of the Preferred Shares to a pro rata interest, of one third of the total preferred shares, for each year shown above, convertible into a minimum of 2.1 million common shares of the buyer’s common stock to a maximum of 10.5 million shares of the buyer’s common stock. Said stock, if not converted, solely on the option of the seller on the above dates, may be deferred until the August 1, 2007 or August 1, 2008 dates. Upon execution of this agreement, the minimum stock shall be deemed to be “earned” and may be distributed, as mentioned above. Additional stock shall be deemed to be earned when the EDIBA profits for Seller, as a division of the buyer shall exceed $20 million per year and be scaled, pro rata to $80 million per year, in which the 10.5 million shares shall be earned.
Consideration for the Purchase. Sellers acknowledge and agree that Buyer has tendered as complete consideration for purchase of the Assets, a total of ten thousand (10,000) shares of Buyer’s convertible preferred stock (the “Preferred Shares”) with stock conversion exchange dates of November 1, 2006, 2007 and 2008. The preferences relating to the Preferred Shares will be summarized on each certificate representing such shares and will entitle the holder of the Preferred Shares to convert the Preferred Shares to 10.5 million (10,500,000) restricted shares of the Buyer’s common stock (the “Minimum Shares”) up to a maximum of 21 million (21,000,000) restricted shares of the Buyer’s common stock (the “Maximum Shares”) based upon the EBITDA criteria set forth below. Conversion of the Preferred Shares may be deferred at the option of the Sellers until August 1, 2007 or August 1, 2008. As of the execution of this Agreement, 3,500,000 restricted shares of the Buyer’s common stock (⅓ of the Minimum Shares) shall be deemed “earned” and may be issued and delivered to RichCorp, as referenced above. The balance (7,000,000 shares of Buyer’s common stock) of the Minimum Shares shall be deemed earned when EBITDA for RichCorp equals twenty million dollars ($20,000,000.00) per year. On a pro rata basis, shares of Buyer’s common stock above the Minimum Shares and up to the Maximum Shares shall be deemed earned when EBITDA for RichCorp exceeds twenty million dollars ($20,000,000.00) per year. The Maximum Shares shall be deemed earned when EBITDA for RichCorp equals forty million dollars ($40,000,000.00) per year. The total number of shares of Buyer’s common stock shall not exceed 21,000,000 under the conversion terms of this paragraph or the preferences of the Preferred Shares.
Consideration for the Purchase. The Purchase Agreement will provide that the consideration for the purchase of the DPI Stock will be the following:
Consideration for the Purchase. At the Closing, Buyer shall deliver and and escrow tender as consideration for the Purchased Shares a total of ten thousand (10,000) shares of Buyer’s preferred stock (the “Preferred Shares”) until the stock exchange date of June 15, 2005. The preferences relating to the Preferred Shares will be summarized on each certificate representing such shares and will entitle the holder of the Preferred Shares to a pro rata interest in 70% of net profits from the Buyer’s sale of coal obtained from Lancaster International Corporation, Inc, owned by the Company.
Consideration for the Purchase. 4.1 In order to complete the purchase, TAMARACK shall be obligated to: Share Issuance --------------
Consideration for the Purchase
