Victoria & Eagle Strategic Fund Cayman Island Sample Contracts

Contract
4 Stock Purchase Agreement • October 1st, 2003 • Victoria & Eagle Strategic Fund Cayman Island • Photographic equipment & supplies • Texas

This Stock Purchase Agreement ("Agreement") is made as of September 22, 2003 (the "Effective Date"), by and among Solico International, Inc., a Texas corporation (such corporation and/or its assigns, "Purchaser"), and Victoria & Eagle Strategic Fund, Ltd., a Cayman Islands corporation ("Seller"). Purchaser and Seller are sometimes collectively referred to herein as the "Parties" and individually as a "Party."

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Contract
7 Stock Purchase Agreement • October 1st, 2003 • Victoria & Eagle Strategic Fund Cayman Island • Photographic equipment & supplies • Texas

This Stock Purchase Agreement ("Agreement") is made as of September 22, 2003 (the "Effective Date"), by and among Solico International, Inc., a Texas corporation (such corporation and/or its assignees, "Purchaser"), and the parties listed on Schedule A hereto (each, a "Seller" and collectively, the "Sellers"). Purchaser and Sellers are sometimes collectively referred to herein as the "Parties" and individually as a "Party."

Contract
5 Stock Purchase Agreement • October 1st, 2003 • Victoria & Eagle Strategic Fund Cayman Island • Photographic equipment & supplies • Texas

This Stock Purchase Agreement ("Agreement") is made as of September 22, 2003 (the "Effective Date"), by and among Solico International, Inc., a Texas corporation (such corporation and/or its assignees, "Purchaser"), and George K. Broady ("Seller"). Purchaser and Seller are sometimes collectively referred to herein as the "Parties" and individually as a "Party."

to STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • October 1st, 2003 • Victoria & Eagle Strategic Fund Cayman Island • Photographic equipment & supplies

This Amendment No. 1 to Stock Purchase Agreement (this "Amendment") is entered into as of September 30, 2003, by and between Solico International, Inc., a Texas corporation, and Victoria & Eagle Strategic Fund, Ltd., a Cayman Islands corporation. Purchaser and Seller are sometimes collectively referred to herein as the "Parties" and individually as a "Party."

Victoria & Eagle Strategic Fund, Ltd. P.O. Box 1984 G.T., Elizabethan Square Grand Cayman, Cayman Islands British West Indies December 19, 2003
Victoria & Eagle Strategic Fund Cayman Island • December 23rd, 2003 • Photographic equipment & supplies

Gentlemen: This letter sets forth our agreement with respect to certain matters arising out of and related to the Series A 12% Cumulative Convertible Preferred Stock (the "Preferred Stock") of American Building Control, Inc., a Delaware corporation (the "Company"). Capitalized terms used but not otherwise defined herein shall have the meanings specified in Paragraph 4(H) of the Company's Certificate of Incorporation. In consideration of the mutual agreements herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

AMENDMENT NO. 2 to STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • October 3rd, 2003 • Victoria & Eagle Strategic Fund Cayman Island • Photographic equipment & supplies

This Amendment No. 2 to Stock Purchase Agreement (this "Amendment") is entered into as of October 2, 2003, by and between Solico International, Inc., a Texas corporation, and Victoria & Eagle Strategic Fund, Ltd., a Cayman Islands corporation. Purchaser and Seller are sometimes collectively referred to herein as the "Parties" and individually as a "Party."

PREFERRED STOCK PURCHASE AGREEMENT (American Building Control Inc.)
Preferred Stock Purchase Agreement • March 17th, 2003 • Victoria & Eagle Strategic Fund Cayman Island • Photographic equipment & supplies

This Preferred Stock Purchase Agreement (this "Agreement") is executed effective as of the 25/26 day of February, 2003, by and between Victoria & Eagle Strategic Fund, Cayman Island, c/o Victoria & Eagle Asset Management SA, via Nassa 44, CH -- 6900 Lugano, ("Purchaser"), and Myriam Hernandez, Eienweg 1, CH-4538 Oberbipp ("Seller"). 1. The parties hereby confirm the purchase and sale, effective as of the date hereof, of 65,118 shares of Series A 12% Cumulative Convertible Preferred Stock, represented by 2 share certificates of 32,559 preferred shares each, of American Building Control, Inc. (the "Company"), formerly Ultrak, Inc. (the "Shares"), at a total price equal to $1,000,000 (US Dollars one million) ("Purchase Price"). 2. Settlement of the purchase and sale of the Shares shall occur on the same business day of the date hereof (the "Settlement Date"). On the Settlement Date, (A) Purchaser shall transfer the aggregate Purchase Price for the shares in immediately available f

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