Acquisition of Stock; Restrictions on Transfer. On the Closing Date (as hereinafter defined), the Shareholders shall convey, transfer and assign, upon the terms and conditions herein set forth, to Buyer, free and clear of all liens, security interests, pledges, claims and encumbrances of every kind, nature and description, and Buyer shall accept from the Shareholders, ONE HUNDRED PERCENT (100%) of the outstanding capital stock of Company held by the Shareholders in exchange for (a) Common Stock of Buyer representing a total market value (calculated based on the average closing price of Buyer's Common Stock for the five (5) market days prior to the Closing Date (as hereinafter defined)) of FIVE MILLION DOLLARS ($5,000,000) on the Closing Date to be delivered within ten (10) days of the Closing (as hereinafter defined) to each Shareholder in the amount set forth on Schedule 2.1. Buyer Stock is deemed "Restricted Securities" as defined by Rule 144 of the 1933 Act (as defined herein). Further, once Buyer Stock becomes freely tradable, each of the three largest Shareholders listed on Exhibit A shall not trade more than twenty percent (20%) of its shares during any single quarter. This Stock Purchase Agreement is intended as a plan of reorganization within the provisions of ss.368(a) of the Internal Revenue Code of 1986, as amended.
Acquisition of Stock; Restrictions on Transfer. On or before October 7, 2002, (the "Closing Date"), the Seller shall convey, transfer and assign to the Buyer, free and clear of all liens, security interests, pledges, claims and encumbrances of every kind, nature and description (except as set forth in paragraph 3 below), and the Buyer shall accept from the Seller, all but not less than Three Million (3,000,000) shares of the Seller's common stock held by the Seller (the "Stock") in exchange for $15,000 in cash, receipt of which is hereby confirmed by the Buyer.
Acquisition of Stock; Restrictions on Transfer. On the Closing Date (as hereinafter defined), the Shareholders shall convey, transfer and assign, upon the terms and conditions herein set forth, to Buyer, free and clear of all liens, security interests, pledges, claims and encumbrances of every kind, nature and description, and Buyer shall accept from the Shareholders, ONE HUNDRED PERCENT (100%) of the outstanding capital stock of Company held by the Shareholders in exchange for ONE HUNDRED THOUSAND (100,000) shares of Buyer's Common Stock on the Closing Date to be delivered within ten (10) days of the Closing (as hereinafter defined) to each Shareholder in the amount set forth on Exhibit A(2). Buyer Stock is deemed "Restricted Securities" as defined by Rule 144 of the 1933 Act (as defined herein). This Stock Purchase Agreement is intended as a plan of reorganization within the provisions of Sec. 368(a) of the Internal Revenue Code of 1986, as amended.
Acquisition of Stock; Restrictions on Transfer. On the Closing Date (as hereinafter defined), the Shareholders shall convey, transfer and assign, upon the terms and conditions herein set forth, to Buyer, free and clear of all liens, security interests, pledges, claims and encumbrances of every kind, nature and description, and Buyer shall accept from the Shareholders, ONE HUNDRED PERCENT (100%) of the outstanding capital stock of Company held by the Shareholders in exchange for TEN MILLION (10,000,000) shares of Buyer's Common Stock on the Closing Date to be delivered as defined in Exhibit D to each Shareholder in the amount set forth on Exhibit A(2). Buyer Stock is deemed "Restricted Securities" as defined by Rule 144 of the 1933 Act (as defined herein). This Stock Purchase Agreement is intended as a plan of reorganization within the provisions of Sec. 368(a) of the Internal Revenue Code of 1986, as amended.
