Purchase and Exchange Clause Examples for Any Agreement

Purchase and Exchange. 1 1.2 Contribution.....................................................1 1.3

Purchase and Exchange. Cash Consideration and Payment; Deposit for Purchase; ------------------------------------------------------ Contribution and Exchange ................................. 10 ------------------------- Section

Purchase and Exchange. On the basis of the representations, --------------------- warranties, covenants and agreements and subject to the terms and conditions hereof and the satisfaction or waiver of the conditions set forth herein, Exiting Sellers agree to sell for cash and Continuing Sellers agree to sell for cash and exchange for Nassau Equity Interests, and Buyer agrees to so purchase and exchange, at the Closing, all of the Subject Interests as provided in this Article II.

Purchase and Exchange. On the Closing Date (as defined in Section 1.6), each of the Sellers shall sell to EMKT that number of shares of Company Common Stock set forth opposite such Seller's name on Schedule 1.1 (the "PURCHASED COMPANY STOCK"), constituting in the aggregate 50 percent of the number of outstanding shares of Company Stock (on a fully diluted and converted basis) (the "PURCHASE"), for a consideration equal to that number of EMKT shares set forth opposite such Seller's name on Schedule 1.1 (the "PURCHASE CONSIDERATION"). The Purchase Consideration shall be payable on January 3, 2000.

Purchase and Exchange. On the Closing Date (as defined in Section 1.6), each of the Sellers shall sell, and on the Option Closing Date (as defined in Section 1.6) the Sellers shall cause each of the Optionees to sell, to EMKT that number of shares of Company Stock set forth opposite such Seller's or Optionee's name on Schedule 1.1 (the "PURCHASED COMPANY STOCK"), constituting in the aggregate 50 percent of the number of outstanding shares of Company Stock (on a fully diluted basis)(collectively, the "PURCHASE"), for a consideration equal to that number of EMKT shares set forth opposite such Seller's or Optionee's name on Schedule 1.1 (the "PURCHASE CONSIDERATION"). The Purchase Consideration shall be payable on January 3, 2000.

Purchase and Exchange. AMFS hereby agrees to purchase from Shareholders the 17, 000, 000 shares they hold of the issued and outstanding Common Stock of AmeraMex International, in exchange for the aforementioned 2,700,000 shares AMFS holds of the issued and outstanding Common Stock of VPN Communications Corporation, together with an irrevocable proxy coupled with an interest for a period of one year for an additional 300,000 shares of VPN retained by AMFS, under the terms and conditions as set forth below.

Purchase and Exchange. The aggregate consideration payable by Buyer to the Sellers for the Purchased Interests and the Blocker Interests (the “Purchase Price”) is equal to: (i) the Aggregate Cash Consideration plus (ii) the Aggregate Stock Consideration.

Purchase and Exchange. (a) Upon the terms and subject to the conditions of this Agreement, at the Closing, the Company shall purchase from the Seller, and the Seller agrees to sell to the Company $3,500,000 in aggregate principal amount of the Seller’s Old Notes at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest on such Old Notes to, and including, the Closing Date (the Purchase Price”); and (b) Upon the terms and subject to the conditions of this Agreement, at the Closing (as defined herein), the Company shall issue to the Holder, and the Holder agrees to accept from the Company, $10,000,000 in aggregate principal amount of Exchange Notes, together with all accrued and unpaid interest paid in cash on the Old Notes to, but excluding, the Closing Date, in exchange for $10,000,000 aggregate principal amount of the Holder’s Old Notes.

Purchase and Exchange. 21 Section 2.2 Closing ................................................................................................ 21 Section 2.3 Deliveries at the Closing ..................................................................... 21 Section 2.4

Purchase and Exchange. Seventy Four Thousand Dollars ($74,000) in cash U.S. and 150,000 shares of common stock.