Purchase and Sale of the Equity and Purchase Price. At the Closing and upon all of the terms and subject to all of the conditions of this Agreement, each Seller will sell, transfer, assign and convey to Purchaser, without recourse, representation or warranty except as expressly provided herein, the number of shares of Equity set forth opposite such Seller’s name on Schedule 2.1, and Purchaser will purchase and accept such shares from such Seller. In full payment for the Equity, Purchaser will pay to each Seller its, his or her Pro Rata Share as set forth in Schedule 2.1 of the Final Purchase Price. Payment of the Closing Amount will take place through the Third Party Account of the Notary. Upon receipt of the Closing Amount in the Third Party Account, the Notary shall hold the Closing Amount for the account of the Purchaser until the execution of the Deed of Transfer as set out
Purchase and Sale of the Equity and Purchase Price. (a) On the terms and subject to the conditions of this Agreement, at the Closing the Seller will sell, transfer, assign and convey to the Buyer, and the Buyer will purchase and accept from the Seller, the Equity (which represents all of the outstanding equity securities and convertible securities of the Company). In full payment for the Equity and in consideration of each of the Seller’s and the Majority Owners’ representations, warranties, covenants and agreements in this Agreement and the other Transaction Documents, Buyer will pay or cause to be paid the Purchase Price to or on behalf of the Seller in the manner described in Section 1.2(b) and Section 1.4. (b) The term “Purchase Price” means the Base Purchase Price as paid in accordance with Section 1.2(b), plus or minus the Spread, as paid in accordance with Section 1.4. The term “Base Purchase Price” means $38,750,000, consisting of: (i) $36,250,000 in cash, plus or minus the Estimated Working Capital Excess or the Estimated Working Capital Deficit, as the case may be, determined in accordance with Section 1.2(d); and (ii) $2,500,000 of Buyer Common Stock, the number of shares of which is determined by dividing $2,500,000 by VWAP of the Buyer Common Stock for the last twenty (20) trading days immediately prior to the Closing Date, which shares will be issued to the Seller at the Closing in accordance with Section 1.7. 1.2
Purchase and Sale of the Equity and Purchase Price. At the Closing and upon all of the terms and subject to all of the conditions of this Agreement, Parent shall sell, transfer, assign and convey to Purchaser, and Purchaser shall purchase and accept from Parent, the Equity. In full payment for the Equity, Purchaser shall pay at Closing, in the manner described in Section 2.2(c), (a) Sixteen Million Four Hundred Twenty-Eight Thousand Dollars and 00/100 ($16,428,000.00) plus (b) any and all amounts due to Purchaser under the Loan Documents, which the parties agree is Three Million Seven Hundred Thousand Dollars and 00/100 ($3,700,000.00) as of the date hereof plus (the amount in (a) plus the amount in (b), the “Closing Date Purchase Price” and the Closing Date Purchase Price as adjusted pursuant to the terms of this Agreement is referred to as the “Purchase Price”).
