PURCHASE, SALE AND EXCHANGE. Section 2.1 Consideration for Shares of Partner Company Subsidiary Interests. Pursuant to the terms of this Agreement, at the Closing: (a) Partner Company will transfer, convey, assign and deliver to Founder all issued and outstanding Partner Company Subsidiary Interests, free and clear of all Encumbrances, together with stock powers duly endorsed by Partner Company so that the Partner Company Subsidiary Interests may be duly registered in Founder’s name, and (b) Founder will acquire the Partner Company Subsidiary Interests from Partner Company for (i) an aggregate dollar value of consideration equal to the sum of (1) the Purchase Price, of which 50% shall be paid in immediately available funds, less the amount of Partner Company Subsidiary Indebtedness and subject to adjustment as set forth in Section 2.2, 2.3 and 2.5, and the balance of which shall be paid with such number of shares of Founder Stock (rounded to the nearer whole share) as shall be determined by dividing the balance by the IPO Price and (2) such number of shares of Founder Stock (rounded to the nearer whole share) as shall be determined by dividing $2,000,000 by the IPO Price and (ii) the Earnout Stock, issuable, if at all, as provided in Section 2.7. The Partner Company Subsidiary Interests owned and to be exchanged by Partner Company and the amount of cash and the other consideration deliverable to Partner Company at the Closing pursuant to clause (b)(i) of this Section 2.1 are set forth in Section 2.1 of Partner Company Disclosure Schedule.
PURCHASE, SALE AND EXCHANGE. Pursuant to the terms of this Agreement, at the Closing, (x) Stockholders will transfer, convey, assign and deliver to Purchaser the Shares, together with stock powers duly endorsed by Stockholders so that the Shares may be duly registered in Purchaser's name, (y) those Stockholders who are payees of the Company's promissory note in the outstanding principal amount of $659,450 at the date of the Original Agreement will transfer, convey, assign and deliver to Purchaser such note, together with all unpaid interest thereon, and (z) Purchaser will acquire the Shares from Stockholders for an aggregate consideration of $5 million in immediately available funds and such number of shares of Purchaser Stock (rounded to the nearest whole share) as shall be determined by dividing $10 million by the IPO Price ("Stock Component"); provided, however, that the Stock Component shall be determined using $8 million rather than $10 million if the contractual arrangements described in Sections 9.11, 9.13, 9.15 and 9.16 of the Agreement are not in full force and effect immediately prior to the Closing. The number of Shares to be exchanged by each Stockholder and the amount of cash and shares of Purchaser Stock deliverable to each Stockholder are set forth below opposite the name of such Stockholder: ------------------------------------------------------------------------------- NUMBER OF SHARES OF AMOUNT OF PURCHASER NUMBER OF CASH STOCK NAME OF STOCKHOLDER SHARES DELIVERABLE DELIVERABLE(1) ------------------------------------------------------------------------------- Xxxxxx X. Xxxxx 2,000 $ 1,000,000 20% ------------------------------------------------------------------------------- Xxxxxxx Xxxxx 2,000 1,000,000 20 ------------------------------------------------------------------------------- Xxx X. Xxxxx 1,000 500,000 10 ------------------------------------------------------------------------------- Xxxx X. Xxxxx 1,000 500,000 10 ------------------------------------------------------------------------------- Xxxx Xxxxx Xxx 1,000 500,000 10 ------------------------------------------------------------------------------- Xxxxx Xxxxx Alefs 1,000 500,000 10 ------------------------------------------------------------------------------- Xxxxx X. Xxxxx 1,000 500,000 10 ------------------------------------------------------------------------------- Xxxx X. Xxxxx 1,000 500,000 10 ------------------------------------------------------------------------------- TOTAL 10,000 $ 5,000,00...
PURCHASE, SALE AND EXCHANGE. 9 2.1 Consideration for Execution of Original Agreement...............................................9 2.2 Consideration for Shares........................................................................9 2.3
PURCHASE, SALE AND EXCHANGE. 2.1 Consideration for Execution of Original Agreement. Pursuant to the terms of the Original Agreement and contemporaneously with the execution and delivery hereof, Purchaser issued to each Stockholder, in consideration of such Stockholder's execution and delivery of the Original Agreement, the number of Old Warrants of each series set forth below opposite the name of such Stockholder:
PURCHASE, SALE AND EXCHANGE. In consideration of the mutual --------------------------- covenants herein contained, the Purchaser hereby agrees to purchase from the Seller and the Seller hereby agree to sell to the Purchaser, all of the Seller's right, title and interest in and to the Properties for the Purchase Price or, in the case of the Exchange Properties, in exchange for one or more Exchange Parcels, subject to and in accordance with the terms and conditions of this Agreement.
PURCHASE, SALE AND EXCHANGE. 7 2.1 Issuance of Seller Stock............................................7 2.2 Exchange of Common Stock............................................7 2.3 Section 351 Exchange Plan...........................................7
PURCHASE, SALE AND EXCHANGE. Section 2.1 Consideration for Shares of Partner Company Stock. Pursuant to the terms of this Agreement, at the Closing: (a) Partner Company Stockholder will transfer, convey, assign and deliver to Founder all issued and outstanding shares of Partner Company Stock, free and clear of all Encumbrances, together with stock powers duly endorsed by Partner Company Stockholder so that the shares of Partner Company Stock may be duly registered in Founder’s name, and (b) Founder will purchase the shares of Partner Company Stock from Partner Company Stockholder, and will pay $43 million therefor, in immediately available funds (the “Purchase Price”), less the amount of Partner Company Indebtedness and subject to adjustment as set forth in Section 2.2, 2.3 and 2.5. The number of shares of Partner Company Stock owned and to be exchanged by Partner Company Stockholder and the amount of cash deliverable to Partner Company Stockholder at the Closing are set forth in Section 2.1 of Partner Company Disclosure Schedule.
PURCHASE, SALE AND EXCHANGE. Section 2.1 Consideration for Shares of Partner Company Stock. Pursuant to the terms of this Agreement, at the Closing: (a) Partner Company Stockholder will transfer, convey, assign and deliver to Founder all issued and outstanding shares of Partner Company Stock, free and clear of all Encumbrances, together with stock powers duly endorsed by Partner Company Stockholder so that the shares of Partner Company Stock may be duly registered in Founder’s name, and (b) Founder will acquire the shares of Partner Company Stock from Partner Company Stockholder for an aggregate dollar value of consideration equal to the Purchase Price, less the amount of Partner Company Indebtedness and subject to adjustment as set forth in Section 2.2, Section 2.3 and Section 2.5 and the reimbursable amount set forth in Section 6.1(c). The number of shares of Partner Company Stock owned and to be exchanged by Partner Company Stockholder and the amount of cash and the other consideration deliverable to Partner Company Stockholder at the Closing pursuant to this Section 2.1 are set forth on Annex III hereto.
PURCHASE, SALE AND EXCHANGE. (a) At the Closing, and upon the terms and subject to the conditions of this Agreement, Seller agrees to sell and convey to Buyer, or such subsidiary or affiliate of Buyer as may be designated by Buyer within five (5) days prior to Closing (sometimes hereinafter referred to as "Buyer's Affiliate") and Buyer agrees to purchase, accept and pay for the Assets (as defined in Section 1.2); provided, however, the Parties agree that a portion of the Assets to be conveyed to Buyer or Buyer's Affiliate shall be subject to a like-kind exchange of properties as more particularly set forth in Section 1.1(b), below.
PURCHASE, SALE AND EXCHANGE. On the terms set forth in this Agreement and subject to the satisfaction (or, to the extent permitted by applicable law, waiver by the party entitled to the benefit thereof) of the conditions set forth in Article V, at the Closing, (a) the Investors shall purchase, and the Company shall issue, sell, convey and deliver to the Investors, the Purchased Shares, with a stated value of $1,000 per share, free and clear of any liens, pledges, mortgages, security interests or other encumbrances or charges of any kind (other than Permitted Liens) for an aggregate purchase price of $45,000,000 and for an individual purchase price set forth opposite the name of such Investor on Exhibit B under the heading “Applicable Purchase Price for the Purchased Shares” (the “Applicable Purchase Price”), (b) the Investors participating in the Exchange shall exchange and deliver to the Company the Exchanged Shares, and in exchange therefor the Company hereby agrees to issue and deliver to such Investors the Exchange Shares and (c) the Company hereby agrees to issue and deliver the Additional Shares, with a stated value of $1,000 per share, free and clear of any liens, pledges, mortgages, security interests or other encumbrances or charges of any kind (other than Permitted Liens), to the Investors who have elected to receive the Additional Reimbursement in Additional Shares pursuant to Section 6.5. The Series B Preferred Stock shall have the rights, powers, preferences and privileges set forth in the Certificate of Designations (the “Certificate of Designations”) attached hereto as Exhibit C.
