The Purchase Transaction. At the Closing, OpCo shall issue to the Partnership, and the Partnership shall accept from OpCo, effective as of the Effective Date, the New Interest, free and clear of any Liens other than transfer restrictions imposed thereon by securities Laws or the OpCo LPA, and in exchange for the issuance of the New Interest by OpCo, the Partnership shall pay on the Closing Date to OpCo the Consideration.
The Purchase Transaction. On the Execution Date, OpCo shall issue to the Partnership, and the Partnership shall accept from OpCo, as of the Effective Time, the New Interest, free and clear of any Liens other than transfer restrictions imposed thereon by securities Laws or OpCo LPA, and in exchange for the issuance of the New Interest by OpCo, the Partnership shall pay on the Execution Date to OpCo the Cash Consideration.
The Purchase Transaction. Notwithstanding anything to the contrary contained in the Master Lease, including, without limitation, Section 6.3 thereof, on or before the 360th day following “Substantial Completion” (as hereinafter defined) of construction of the Arden Courts of Old Orchard Facility, Lessee will sell the Arden Courts of Old Orchard Facility to Lessor and Lessor will purchase the Arden Courts of Old Orchard Facility from Lessee (the “Purchase Transaction”). Lessee will determine the specific date of the closing of the Purchase Transaction (the “Closing Date”), which shall be within such 360 day period following Substantial Completion, by providing at least thirty (30) days prior written notice to Lessor within three hundred (300) days after Substantial Completion. If Lessee does not provide such written notice to Lessor within three hundred (300) days after Substantial Completion, then Lessor shall have the right to determine the Closing Date, which shall be within such 360 day period following Substantial Completion, by providing written notice to Lessee. As used herein, “Substantial Completion” means the date on which Lessor has received from Lessee an Officer's Certificate stating the following: (i) Lessee has received a copy of the certificate of occupancy for the Arden Courts of Old Orchard Facility from the applicable Governmental Authority; (ii) Lessee has received copies of all necessary permits, approvals, healthcare licenses and Medicare certifications necessary for the operation of the Arden Courts of Old Orchard Facility; (iii) Lessee has received copies of lien releases from all parties that provided labor or materials for construction of the Arden Courts of Old Orchard Facility; (iv) the Arden Courts of Old Orchard Facility has commenced regular business operations; and (v) construction of the Arden Courts of Old Orchard Facility has been substantially completed in accordance with the plans and specifications and the applicable provisions of this Amendment and the Master Lease, except for punch-list items that remain to be completed.
The Purchase Transaction. At the Closing, the NewCo Shareholders shall sell, convey, transfer and assign to Quepasa, and Quepasa shall purchase and accept from NewCo Shareholders all right, title and interest in and to all of the issued and outstanding NewCo Shares owned by the NewCo Shareholders in exchange for (i) $3,700,000 worth of Quepasa Common Stock, which shall be valued at the average closing price per share of Quepasa Common Stock for the ten (10) trading days up to the last trading day prior to (i) the execution of this Agreement by all Parties, or (ii) the Closing, whichever results in more shares to the NewCo Shareholders and (ii) up to 250,000 shares of Quepasa Common Stock in Earnout Consideration (collectively, the “Purchase Price”), on and subject to the terms and conditions of this Agreement. The Purchase Price shall be allocated to the NewCo Shareholders and the NewCo Shareholders in accordance with Exhibit A. Fractional shares shall be rounded down. As a part of the transaction, Quepasa shall pay $300,000 of cash as a brokerage commission in accordance with Exhibit A.
The Purchase Transaction
