Agreement to sell stock of companies; consideration
Agreement to Sell Stock of Companies; Consideration Sample Clauses
Agreement to Sell Stock of Companies; Consideration. At the --------------------------------------------------- Closing, Seller agrees to transfer and deliver to Purchaser all of the Company Shares and Purchaser agrees to purchase and pay for the Company Shares, the total consideration of a number of shares of Eastern's common stock ("EESI Stock") having a value of $6,000,000, each share being valued at $24.00 per share to be issued to Seller's parent corporation, USA Waste Services, Inc. In addition to the value set forth herein, Purchaser shall reimburse Seller for all reasonable expenditures incurred by Seller or Company from September 1, 1997 for construction of Phase III airspace at the Landfill to the extent such capacity constructed is not consumed as of the Closing Date. Seller shall also be reimbursed for the Company's $250,000 capital contribution made directly to Forward Township which was delivered by the Company on November 14, 1997 in connection with the construction and development of a sewer line to the Company's property as required under the consent agreement with the Pennsylvania Department of Environmental Protection ("PADEP").
Agreement to Sell Stock of Companies; Consideration. At the --------------------------------------------------- Closing, each of the Sellers agrees to transfer and deliver to Purchaser all of the Company Shares owned by such Seller, as applicable, and Purchaser agrees to purchase and pay for the Company Shares, the total consideration, subject to adjustment as provided herein, of Ten Million Nine Hundred Fifty Thousand Dollars ($10,950,000) payable as follows: (i) One Million One Hundred Thirty- seven Thousand Nine Hundred and Fifty-one (1,137,951) shares of EESI's common stock ("EESI Stock"), each share being valued ("Per Share Value") at Nine Dollars ($9.00), the closing price for EESI's common stock at the close of trading on the date of this Agreement; and (ii) Purchaser accepting the Company Stock with the Companies having total liabilities, excluding accounts payable, of Seven Hundred Eight Thousand Four Hundred Forty Dollars ($708,440.00), as set forth on Schedule 1.3 attached ("Company Debt"). If the Companies, at Closing, have total liabilities less than or more than Seven Hundred Eight Thousand Four Hundred Forty Dollars ($708,440.00), the EESI Stock to be delivered at Closing shall be increased or decreased, dollar for dollar, by the amount by which the principal and accrued interest owed on the Company Debt at Closing are less than or exceed the principal amount and accrued interest owed on the date of this Agreement. The increase or decrease, as applicable, shall be calculated by valuing the EESI Stock at the Per Share Value. The Sellers shall receive the shares of EESI Stock as allocated among the Companies and in the same proportions that the Sellers own shares in each of the Companies.