The Share Purchase. Subject to the terms and conditions of this Agreement, on the Closing Date (as defined herein), the Share Purchase shall be consummated, in which the Purchaser shall purchase from Monkey an aggregate of Fifty Million (50,000,000) authorized and previously unissued shares of Common Stock of Monkey (“Purchased Shares”), which shall represent 75.26% of the then outstanding common stock of Monkey, for an aggregate purchase price (the “Purchased Share Price”) of One Hundred Forty Nine Thousand Six Hundred Seventy Four and 76/100 Hundred Dollars ($149,674.76*), payable at the Closing by payment of the Existing Expenses and assumption of all of the Monkey Assumed Liabilities. (*This price may adjust based upon the final xxxx of Xxxxxx Xxxxxx & Associates).
The Share Purchase. (a) On the Closing Date (defined herein), the Share Purchase shall be consummated, in which the Investor shall purchase from AVTX an aggregate of fifty seven million, one hundred forty three thousand, three hundred and two (57,143,302) shares of the Common Stock of AVTX (“PURCHASED SHARES”) for cash consideration of Three Hundred Twenty Five Thousand and 00/100 Dollars ($325,000.00).
The Share Purchase. (a) Prior to the Closing of the Share Purchase and Merger, ASAP shall file with the Secretary of State of Nevada a Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Convertible Shares”) in the form annexed hereto as Schedule 1.01(a). On the Closing Date (defined herein), the Share Purchase shall be consummated, in which the Investors shall purchase from ASAP an aggregate of one hundred thousand (100,000) Series A Convertible Shares for cash consideration of Six Hundred Thousand and 00/100 Dollars ($600,000.00). The amount to be paid by and the number of Series A Convertible Shares to be distributed to each Investor is set forth in Schedule 1.01(b).
The Share Purchase. Upon the terms and subject to the conditions of this Agreement, at the Closing, each Seller shall sell, transfer and deliver to Buyer, and Buyer shall purchase and accept from Sellers, all of the Company Common Shares owned by the Sellers, free and clear of all Liens.
The Share Purchase. Subject to the terms and conditions of this Agreement, the Seller agrees to assign, transfer and deliver to the Purchaser, at the Closing, all the CXXX Shares (18,706,943 shares) owned by him for US Dollars 7,482777.20 in cash (US $ 0.40/per share representing the fair market price of the CXXX common stocks quoted on OTCBB on the closing date of December 23, 2008) (the “Share Purchase”).
The Share Purchase. (i) On the terms and subject to the conditions set forth in this Agreement and each of the Shareholder SPAs, at the Closing, Listco shall purchase and acquire from the Company Shareholders, and the Company Shareholders shall (or, as required hereby and pursuant to article 23.8 of the Company Articles of Association, the Company as agent for any Company Shareholder who has not executed a Shareholder SPA prior to Closing), in accordance with the Shareholder SPAs, sell, transfer, convey and deliver to Listco, all of the Company Shares issued and outstanding immediately prior to Closing (including after giving effect to the transactions contemplated by Section 2.4(a), Section 2.4(b) and Section 2.4(d)) (the “Purchased Shares”), free and clear of all Liens (other than restrictions on transfer under applicable Securities Laws or any general restrictions under the Company Articles of Association) (the “Share Purchase”). The Share Purchase shall be effected pursuant to the terms, and subject to the conditions, of the Shareholder SPAs entered into and delivered by each Company Shareholder prior to Closing (or, as required hereby and pursuant to article 23.8 of the Company Articles of Association, the Company as agent for any Company Shareholder who has not executed a Shareholder SPA prior to Closing). The aggregate consideration for the Purchased Shares (together with any consideration paid or issued in respect of any Specified Option Share) shall be (i) an amount in cash equal to the Aggregate Cash Consideration, plus (ii) an amount equal to the Aggregate Stock Consideration multiplied by the AJAX Share Value, to be satisfied by the issuance by Listco of a number of Listco Class C Shares, or in the case of any Specified Option Share making an election for cash consideration pursuant to Section 2.4(b)(ii), the issuance of a Specified Rollover Option, with the aggregate Listco Class C Shares to be issued or subject to a Specified Rollover Option to be equal to the Aggregate Stock Consideration (with such Listco Class C Shares being issued at a per share value equal to the AJAX Share Value) and shall be issued to the Company Shareholders in accordance with Section 2.1(l)(i), Section 2.1(m) and Section 2.4(b)(ii) and as set forth on the Allocation Schedule.
The Share Purchase. 1.1 The Seller hereby sells and the Brokerage House hereby purchases (the "Purchase"), in its own name but for the account of the Mandator, 278,509 (Three Hundred Twenty-six Thousand Two Hundred and Eighty-two) shares of Series C common stock of Netia Holdings S.A., a company organized under the laws of Poland with its seat in Warsaw, xx. Xxxxxxxx 00 ("Xxxxx"), nominal value of PLN 6.00 per share (the "Shares").
The Share Purchase. At the Closing, and upon the terms and subject to the conditions of this Agreement, Acquireco shall purchase from the Shareholders, and each Shareholder shall sell, convey, transfer, assign, and deliver to Acquireco, free and clear of all liens, encumbrances, or other defects of title, all of the issued and outstanding Company Common Shares beneficially owned or held of record by each such Shareholder at the Closing such that immediately after the Closing, Acquireco shall be the sole record and beneficial owner of all outstanding shares and rights to acquire the Company’s common shares.
The Share Purchase. (a) Prior to the Closing (defined herein), ILKZ shall file with the Secretary of State of the State of Delaware a Certificate of Designation of the Series B Convertible Preferred Shares (“Series B Preferred Shares”) in the form of Schedule 1.01 (a) hereto.
The Share Purchase. On the terms and subject to the conditions set forth in this Agreement, on the Closing Date (as defined in Section 3.03), the ARMCO Shareholder shall sell, assign, transfer and deliver, free and clear of all liens, pledges, encumbrances, charges, restrictions or known claims of any kind, nature, or description, all of the shares of ARMCO held by such Shareholder; the objective of such purchase (the “Share Purchase”) being the acquisition by COX of not less than 100% of the issued and outstanding shares of ARMCO. In exchange for the transfer of such securities by the ARMCO Shareholder, COX shall deliver to the ARMCO Shareholder, its affiliates or assigns, the purchase price of $6,890,000 (the “Purchase Price”) by delivering to the ARMCO Shareholder a promissory note in the form set forth in Exhibit “A” (the “Purchase Money Promissory Note”). At the Closing Date, the ARMCO Shareholder shall, on surrender of his certificate or certificates representing his ARMCO shares to COX or its registrar or transfer agent, be entitled to receive the Purchase Money Promissory Note. Upon consummation of the transaction contemplated herein, all of the issued and outstanding shares of ARMCO shall be held by COX.
