TRANSFER OF SHARES, CLOSING AND OTHER AGREEMENTS Clause Samples
TRANSFER OF SHARES, CLOSING AND OTHER AGREEMENTS. 2.1 SHARES Upon the terms and subject to the conditions of this Agreement, ------ each Seller agrees to sell to Buyer and Buyer agrees to purchase from each Seller the Shares in the proportions listed on EXHIBIT 2.1. -----------
2.2 PURCHASE PRICE The aggregate purchase price (the "Purchase Price") for -------------- the Shares will be $25,175,000 cash, plus Buyer's subordinated note in the amount of $5,000,000 ("Buyer's Subordinated Note"), payable to each Seller in the amounts shown on EXHIBIT 2.2. ----------- The cash portion of the Purchase Price shall be paid to the Sellers as follows: (a) the sum of $11,450,000 shall be paid on the Closing Date; (b) the sum of $11,725,000 shall be paid on January 2, 1997, or on the Closing Date, whichever is later; and (c) the sum of $2,000,000, representing the amount of the Post-Closing Escrow Fund as set forth in Section 2.3(a) herein, which shall be payable at Closing to the Escrow Agent and shall be due and payable on the Termination Date of the Post-Closing Escrow Fund, together with interest accumulated in the Post-Closing Escrow Fund, less any deductions therefrom as provided for in the Escrow Agreement. The above sums payable under (b) and (c) above shall be increased or decreased by any Adjustments to the Purchase Price as provided for in Section 2.7. In the event the Closing occurs before January 2, 1997, the sum of $11,725,000 due to the Sellers under (b) above, as adjusted, shall not be paid in cash, but rather shall be evidenced by a promissory note. Such promissory note shall mature on January 2, 1997, shall bear interest at the rate of five percent (5%) per annum from the Closing Date until paid, and shall be secured by an irrevocable Stand-by Letter of Credit from a bank in a form satisfactory to Sellers.
TRANSFER OF SHARES, CLOSING AND OTHER AGREEMENTS. 2.1 SHARES Subject to the terms and conditions of this Agreement, at the ------ Closing, Sellers will convey and transfer the Acquired Shares to Buyer, and Buyer will acquire the Acquired Shares from Sellers.
TRANSFER OF SHARES, CLOSING AND OTHER AGREEMENTS. 2.1 THI COMMON Subject to the terms and conditions of this Agreement, at the ---------- Closing, Shareholders will contribute the Contributed Shares to THI, and THI will issue 1,000 shares (based on a $1,000 issue price) (or such other number of shares equal to $1,000,000 divided by the issue price per share applicable to the cash investors in THI) of THI Common in exchange therefor. The THI Common will be issued to the Shareholders as set forth in instructions to be provided by the Shareholders' Representative prior to Closing.
2.2 THI PREFERRED -------------
(a) At Closing, for each $1000.00 of the Preliminary Adjustment Amount (if any) THI will issue one share of THI Preferred to the Shareholders in proportion to the Shareholders relative ownership in the Company immediately prior to the Closing up to a maximum number of shares which when multiplied by the issue price per share equals $1,000,000. Any adjustments because of differences in the Preliminary Adjustment Amount and the Adjustment Amount shall be handled through cash payments to or from the Post-Closing Escrow Fund established pursuant to the Stock Acquisition Agreement.
TRANSFER OF SHARES, CLOSING AND OTHER AGREEMENTS. 2.1 SHARES Upon the terms and subject to the conditions of this Agreement, ------ at the Closing, Shareholders shall contribute the Contributed Shares to THI, and THI will issue 4,125 shares of THI Common and 5,000 shares of THI Preferred in exchange thereof. The THI Common and THI Preferred will be issued to the Shareholders as set forth in EXHIBIT 2.1 hereof. -----------
2.2 CLOSING The closing of the transactions contemplated by this Agreement ------- (the "Closing") will take place at the offices of THI's counsel in Dallas, Texas ------- (or such other location within or outside of Dallas, Texas as THI shall designate after giving reasonable advance notice to Shareholders; provided, however, that the Closing will not take place in any jurisdiction which would impose a stock transfer or similar tax on the Shareholders) at 10:00 a.m. (local time) on a date (the "Closing Date") not less than ten (10) business days from ------------ and after the granting of regulatory approval by regulatory authorities of the State of Missouri with respect to the transactions contemplated in that certain Stock Acquisition Agreement and that certain Contribution Agreement both relating to the Acquisition of Shares of Ameritel Pay Phones, Inc. by THI (but in no event earlier than December 20, 1996 unless approval of the transactions contemplated herein has been obtained from regulatory authorities of the States of Mississippi and North Carolina and in no event later than January 31, 1997). Not withstanding the foregoing, THI shall have the right, in its sole discretion, to waive the condition that the aforesaid Missouri regulatory approval be obtained prior to Closing.