Sale and Transfer of Shares Closing. Subject to the terms and conditions of this Agreement, at the Closing, the following will occur:
Sale and Transfer of Shares Closing. 1 SHARES. Subject to the terms and conditions of this Agreement, at the Closing, Sellers will sell and transfer the Shares to Buyer, and Buyer will purchase the Shares from Sellers.
Sale and Transfer of Shares Closing. 7 2.1. Shares...................................................... 7 2.2.
Sale and Transfer of Shares Closing. 9 Section 2.1 Shares . . . . . . . . . . . . . . . . . . . . . . . . . .9 Section 2.2
Sale and Transfer of Shares Closing. 13 2.1 SHARES.........................................................................................13 2.2
Sale and Transfer of Shares Closing. SHARES Subject to the terms and conditions of this Agreement, at the Closing, Seller will sell and transfer the Shares to Buyer, and Buyer will purchase the Shares from Seller. CONSIDERATION As consideration for the Shares, Buyer will pay or deliver, or cause to be paid or delivered, to Seller, the following: (a) Four Million Six Hundred Thousand Dollars ($4,600,000); (b) a promissory note payable to Seller in the original principal amount of Three Million Seven Hundred Thousand Dollars ($3,700,000) ("Promissory Note") having the terms, including provision for addition of the Adjustment Amount, as set forth in Exhibit 2.2(b); (c) 2,000 shares of Series A Preferred Stock ("Preferred Shares") of Buyer having the terms set forth in Exhibit 2.2(c); (d) a Warrant to acquire 300,000 shares of Common Stock in Buyer at a price of $1.32 per Share and having the terms set forth in Exhibit 2.2(d) ("Warrant A"); (e) a Warrant to acquire 85,000 shares of Common Stock in Buyer at a price of $1.60 per share and having the terms set forth in Exhibit 2.2(e) ("Warrant B"); and (f) one third (1/3) of the Redemption Value of Amoco Marketing Environmental Services Company (as defined in the Amended and Restated Articles of Incorporation of such company) when paid or available to be paid to Buyer (or its successors or assigns).
Sale and Transfer of Shares Closing. 1.1 Sale and Purchase of Company Common Shares. Upon the terms and subject to the conditions of this Agreement and on the basis of the representations, warranties and covenants contained herein, at the Closing, each Seller shall sell to Buyer the number of shares (the "Company Common Shares") of the Company common stock, par value 1.00 GBP per share, (the "Company Common Stock") set forth next to such Seller's name on Exhibit "A" annexed hereto, which Company Common Shares in the aggregate represent all of the issued and outstanding shares of capital stock of the Company, free and clear of all Liens, and Buyer shall purchase all such Company Shares.
Sale and Transfer of Shares Closing. 10 Section 2.1 Shares 10 Section 2.2 Purchase Price 10 Section 2.3 Closing 10 Section 2.4 Closing Obligations 10 Section 2.5 Adjustment Amount and Payment 11 Section 2.6 Adjustment Procedure 12
Sale and Transfer of Shares Closing. Section 2.1. Sale and Transfer of Shares............................... 9 Section 2.2. The Closing............................................... 12 Section 2.3.
Sale and Transfer of Shares Closing. Delivery of Estimate; Calculation of Initial Adjustment Amount Not later than two (2) business days prior to the Closing Date, the Acquired Companies shall deliver to Buyer a certificate (the “Initial Payment Certificate”) setting forth (i) a good faith estimate of the Net Working Capital as of 11:59 p.m. Tampa, Florida time on the day immediately preceding the Closing Date (such estimate is referred to as the “Estimated Net Working Capital”), (ii) the Indebtedness Payoff Amount, (iii) the Sellers’ Expenses, and (iv) the Sale Bonus Payments.
