Purchase of Stock and Consideration Sample Clauses

Purchase of Stock and Consideration. Buyer hereby agrees to purchase all of the outstanding shares of the capital stock of Be Media (the "Acquired Stock"), all of which is owned beneficially and of record by Xxxxxxxx X. Xxxxxx; namely, 100% of the 100,000 issued and outstanding common shares of Be Media. The Acquisition will be accomplished by all of the Acquired Stock being exchanged by the Seller at the Closing for shares of Magic Convertible Preferred Stock (“MAGIC Preferred C Shares”). Each such Preferred share shall have voting rights equal to the same number of common shares that it is convertible into. Computation of Seller’s Percentage Ownership of Magic Assuming No Deficit in Be Media’s Stockholders’ Equity The precise total number of common shares into which such MAGIC Preferred C shares will be convertible, assuming that Be Media does not have any accumulated stockholder's equity deficit (i.e., no negative net worth) shall equal 49.9% of the total market capitalization of the combined company (including the MAGIC Preferred C Shares and Xxxxxx Xxxxx Xxxxxxx' Series B preferred stock and any additional shares that may be issued prior to the Closing ). However, this 49.9% is computed before (i) the anticipated sale of Magic common shares to raise the $3,000,000 or more set forth in Sections 3.5 and 4.6 hereof, and (ii) any and all additional stock grants pursuant to this Agreement, (e.g., Global’s 2,800,000 Magic shares pursuant to Section 8.1; Xxxx Xxxxxxxxx'x 1,000,000 Magic shares pursuant to Section 8.2; and Xxxxxx Xxxxx Xxxxxxx' 1,300,000 Magic shares pursuant to Section 4.9(e)). The total market capitalization of the combined company shall be computed by multiplying the volume weighted average price per share ("VWAP") of Magic common stock for the twenty (20) business days prior to the date of the Closing by the sum of the Magic shares outstanding plus the equivalent Magic shares based on the 49.9% maximum number of Magic Preferred C Shares. For the purpose of computing such total market capitalization, the shares of Magic’s convertible preferred B stock shall be treated as if they had been converted into Magic’s common stock. For example, if the VWAP for such time period is $0.10 per share, and number of Magic’s outstanding shares are 50,000,000, the amount of the equivalent Magic shares based on the 49.9% maximum number of Magic Preferred C Shares is 49,800,399 shares (i.e., 50,000,000 = 50.1% of the maximum total shares of the combined company to be outstanding (x); then the ...
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Purchase of Stock and Consideration. Buyer hereby agrees to purchase all of the outstanding membership interests of ABG (the "Acquired Interests"), all of which are owned beneficially and of record by SELLER. The Acquisition will be accomplished by all of the Acquired Interests being exchanged by the Seller at the Closing for shares of DSTV restricted common stock ("DSTV Shares"). DSTV shall issue at the Closing (as defined in Section 3.5 herein) to the Seller, in total, three million five hundred twenty thousand (3,520,000) DSTV Shares. All of the DSTV Shares shall be distributed to the Seller, except for 50,000 shares that shall be issued to Finder as set forth in Section 8.1 herein.
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Purchase of Stock and Consideration 
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Related to Purchase of Stock and Consideration

  • Purchase of Stock 2 Section 1.1

  • Purchase of Shares from each Fund The Shares are offered in four classes (each, a "Class"), as described in the Prospectus, as amended or supplemented from time to time.

  • Conditions to Purchase of Option Shares In the event that the Underwriters exercise their option provided in Section 3(b) hereof to purchase all or any portion of the Option Shares, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company hereunder shall be true and correct as of each Date of Delivery and, at the relevant Date of Delivery, the Representative shall have received:

  • Purchase of Shares For the sum of $25,000 (the “Purchase Price”), which the Company acknowledges receiving in cash, the Company hereby issues the Shares to the Subscriber, and the Subscriber hereby purchases the Shares from the Company, subject to forfeiture, on the terms and subject to the conditions set forth in this Agreement. Concurrently with the Subscriber’s execution of this Agreement, the Company shall, at its option, deliver to the Subscriber a certificate registered in the Subscriber’s name representing the shares (the “Original Certificate”), or effect such delivery in book-entry form.

  • Sale and Purchase of Stock 1.1 Subject to the terms, provisions and conditions set forth herein, Seller hereby sells and delivers to Purchaser, and Purchaser hereby purchases and receives from Seller, the Shares, in exchange for the purchase price set forth hereinafter. Purchaser hereby acknowledges receipt of one or more stock certificates representing the Shares, duly endorsed or accompanied by duly executed stock transfer form.

  • Purchase of Shares from the Fund 3.1 The Distributor shall have the right to buy from the Fund on behalf of investors the Shares needed, but not more than the Shares needed (except for clerical errors in transmission) to fill unconditional orders for Shares placed with the Distributor by investors or registered and qualified securities dealers and other financial institutions (selected dealers).

  • Issuance and Repurchase of Shares The Trustees shall have the power to issue, sell, repurchase, redeem, retire, cancel, acquire, hold, resell, reissue, dispose of, transfer, and otherwise deal in, Shares, including Shares in fractional denominations, and, subject to the more detailed provisions set forth in Articles VIII and IX, to apply to any such repurchase, redemption, retirement, cancellation or acquisition of Shares any funds or property whether capital or surplus or otherwise, to the full extent now or hereafter permitted corporations formed under the Delaware General Corporation Law.

  • Purchase of Option Shares Subject to all the terms and conditions of this Agreement, the Company grants to the Representative on behalf of the Underwriters the Option to purchase, severally and not jointly, all or less than all of the Option Shares. The purchase price (net of discount and commissions) to be paid for each Option Share will be the same Purchase Price (net of discount and commissions) allocated to each Firm Share. The Option may be exercised in whole or in part at any time and from time to time on or before the 45th day after the date of this Agreement, upon written notice (the “Option Notice”) by the Representative to the Company no later than 12:00 noon, New York City time, at least one and no more than five business days before the date specified for closing in the Option Notice (the “Option Closing Date”) setting forth the aggregate number of Firm Shares to be purchased and the time and date for such purchase. Upon exercise of the Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Firm Shares specified in the Option Notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares that, together with the number of Firm Shares, is set forth on Schedule A opposite such Underwriter’s name. For purposes of this Agreement, “business day” means any day except Saturday, Sunday and any day which is a federal legal holiday or a day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

  • Conditions to Issuance of Stock Certificates The shares of stock deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares or issued shares which have then been reacquired by the Company. Such shares shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any certificate or certificates for shares of stock purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions:

  • Conditions to Purchase of Option Securities In the event that the Underwriters exercise their option provided in Section 2(b) hereof to purchase all or any portion of the Option Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company and any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery and, at the relevant Date of Delivery, the Representatives shall have received:

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