NetR definition
NetR s Performance "NetR" shall have performed and complied with all covenants and agreements, satisfied all conditions required by this Agreement to perform, comply with, or satisfy, before or after closing.
NetR s Representations and Warranties "NetR" represents and warrants that:
(i) Organization. "NetR" is a corporation duly organized, validly existing, and in good standing under the laws of the State of California, has all necessary corporate powers to own and sell its properties and carry on its business as now owned and operated by it and is in good standing in California.
NetR desires to purchase from "TND" and "TND" desires to sell to "NetR", upon the terms and subject to the conditions of this Agreement, the properties of "TND" described in Paragraph 1.01 in exchange for cash, stock and construction and management agreements from "NetR" described in Paragraph 1.
More Definitions of NetR
NetR s Warranties. All representations and warranties by "NetR" contained in this Agreement shall be true on and as of the closing date as though such representations and warranties were made on and as of that date.
NetR shall execute construction and management agreements, dated as of the closing date, which will provide "TND" with a management fee to be agreed for the construction of facilities to be located on the 50 acres, as well as a annual management fee to be agreed. This provision and all other aspects of this agreement and any amendments hereto or modifications hereof shall be binding upon the parties hereto and their respective heirs, successors and assigns. The agreement will also contain language that allows "TND" to review and pre- approve any usage for the property other than as a Studio.
NetR shall deliver to "TND", at closing, 1,000,000 shares of its Preferred Stock at a value of $3.00 per share for a total value of $3,000,000. This $3,000,000 of Preferred Stock will be accumulate interest at 15% per annum and the principal and interest will be convertible into "NetR" common stock at $3.00 per share or market price for the 10 day average prior to the day of conversion, which ever price is less, but in no event less than $1.50 per share. The conversion date is at "TND"s option, however, no sooner than twelve months (12) from the date hereof and in no case later than 15 days after the common stock trades at or above a market price of $4.00 per share or more for a period of 30 consecutive days. Additionally, "NetR' will provide "TND" with warrants to purchase 1,000,000 shares of "NetR" at a price of $1.25 per share presuming that "NetR" achieves its stated projection of $.31 per share in earnings for the year ending December 31, 1998. In the event that "NetR" falls below the $.31 per share, but no lower than $.21 in earnings for that period , then the warrant price will fall to $1.00 per share. Further if the earnings fall to between $.11 and $.21per share then the option price will be reduced to $.75 per share and in the event that the earnings fall below $.11 per share then the option price will be $.50 per share.
NetR s Obligations
NetR and its representatives shall have, full access during all business hours to all properties, books, accounts, records, contracts, and documents of, or relating to the assets and property of "TND" being sold hereunder.
NetR may waive any or all of these conditions in whole or in part without prior notice.
NetR shall deliver at the closing, the following: