The Share Purchase Clause Samples

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, 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 ▇▇▇▇ of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & Associates).

The Share Purchase. (a) At the closing (the "Closing"), DIGICORP will purchase from the RCFINC Stockholders and the RCFINC Stockholders will sell to DIGICORP all of the issued and outstanding Shares of RCFINC. The time of Closing shall be no later than ninety (90) calendar days after the Agreement is executed by all Parties hereto (the "Closing Date"), unless extended by mutual consent of such Parties. (b) DIGICORP shall issue 20,000,000 shares of DIGICORP Common Stock to the RCFINC Stockholders as compensation for their Shares (the "Purchase Price"). All of the DIGICORP Common Stock to be issued to the RCFINC Stockholders shall be "unregistered" and "restricted" shares Rebel Crew Films, Inc. CONFIDENTIAL September 30, 2005 Page 2 of 13 and shall be issued in accordance with and subject to applicable laws, rules and regulations, and when issued for the consideration indicated, shall be deemed fully paid and non-assessable. The Purchase Price shall be allocated to the RCFINC Stockholders in accordance with Annex A. Annex B hereto sets forth the proposed capital structure of DIGICORP at Closing. (c) From the Purchase Price, 4,000,000 shares of DIGICORP Common Stock (the "Escrowed Performance Shares") shall be held in escrow pursuant to the terms of an escrow agreement pending satisfaction of the following performance milestone: if RCFINC generates revenue (determined in accordance with United States generally accepted accounting principles ("GAAP")) of at least $1,200,000 during any twelve (12) month period beginning on the execution date of this LOI and through March 31, 2007 (the "Revenue Milestone"), then the Escrowed Performance Shares shall be released from escrow and issued to the RCFINC Stockholders. For each $12,000 (1%) that the revenue of RCFINC is below $1,200,000, 200,000 (5%) of the Escrowed Performance Shares shall be cancelled and returned to treasury of DIGICORP. For purposes of clarification, if, for example, RCFINC generates a maximum of $960,000 of revenue during any twelve (12) month period beginning on the Closing Date and through March 31, 2007, then all of the Escrowed Performance Shares would be cancelled and returned to treasury of DIGICORP. Notwithstanding the foregoing, the Revenue Milestone shall not be applicable in the event: (i) DIGICORP sells RCFINC (or sells, conveys or otherwise disposes of all of the assets of RCFINC) on or before March 31, 2007 for consideration equal or greater to $1,200,000; and (ii) such sale of RCFINC (or sale, conveyance...

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 ▇▇▇▇ shares (8,160,863 Shares) owned by him. As exchange, Purchaser agrees to pay the Seller, at the Closing, 2,040,215 US Dollars in cash ( US $ 0.25 per share representing the fair market price of the ▇▇▇▇ common stocks).

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). (b) The Parties intend that the issuance of the Series A Convertible Shares to the Investors pursuant to the Share Purchase shall be exempt from the registration requirements of the Securities Act pursuant to Section 4(2) of the Securities Act and the rules and regulations promulgated thereunder.

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, ▇▇. ▇▇▇▇▇▇▇▇ ▇▇ ("▇▇▇▇▇"), nominal value of PLN 6.00 per share (the "Shares"). 1.2 Each of the Seller and the Brokerage House hereby confirms that all Shares are deposited with the Brokerage House.

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.

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. (ii) Each holder of a Company Share (including after giving effect to the transactions contemplated by Section 2.4(a), Section 2.4(b) and Section 2.4(d)) shall have the right to make an election with respect to eac...

The Share Purchase. (a) Upon the terms and subject to the conditions of this Agreement, at the Closing, Activision shall issue and deliver to Vivendi, and Vivendi shall purchase from Activision, a number of newly issued shares of Activision Common Stock (rounded up to the nearest whole number) equal to (i) the Aggregate Share Purchase Consideration divided by (ii) the Per Share Transaction Price (such shares, the “Purchased Activision Shares”). Upon Activision’s receipt of the Aggregate Share Purchase Consideration, the Purchased Activision Shares to be issued to Vivendi pursuant hereto will be duly and validly issued, fully paid and nonassessable, and free and clear of all Liens (other than any Liens created by Vivendi). (b) At the Closing, (i) Vivendi shall deliver to Activision, by wire transfer to a bank account designated in writing by Activision to Vivendi at least two Business Days prior to the Closing Date, an amount equal to the Aggregate Share Purchase Consideration in immediately available funds in United States dollars and (ii) Activision shall deliver or cause to be delivered to Vivendi certificates representing the Purchased Activision Shares.