The Share Purchase. (a) On the Closing Date (defined herein), the Share Purchase shall be consummated, in which the Investor shall purchase from AVTX an aggregate of fifty seven million, one hundred forty three thousand, three hundred and two (57,143,302) shares of the Common Stock of AVTX (“PURCHASED SHARES”) for cash consideration of Three Hundred Twenty Five Thousand and 00/100 Dollars ($325,000.00).
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 xxxx of Xxxxxx Xxxxxx & Associates).
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).
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, the Seller agrees to assign, transfer and deliver to the Purchaser, at the Closing, all the CXXX Shares (18,706,943 shares) owned by him for US Dollars 7,482777.20 in cash (US $ 0.40/per share representing the fair market price of the CXXX common stocks quoted on OTCBB on the closing date of December 23, 2008) (the “Share Purchase”).
The Share Purchase. Upon the terms and subject to the conditions set forth in this Agreement, at the Share Closing (as defined below), Parent shall acquire (the “Share Purchase”) from each Management Stockholder, and Management Stockholder shall sell, assign, transfer and deliver to Parent, all right, title and interest in and to the shares of Common Stock (the “Sold Shares”) set forth under the captions “UNRESTRICTED SHARES TO BE PURCHASED BY PARENT” and “RESTRICTED SHARES TO BE PURCHASED BY PARENT” in the corresponding signature page for such Management Stockholder, free and clear of any Liens (other than those, if any, created by Parent), and Parent shall pay to such Management Stockholder in consideration therefor an aggregate cash amount equal to the product of $51.00 and the number of Sold Shares, without interest and less any applicable withholding taxes (such amount, the “Sold Share Consideration”), a portion of which, to the extent relating to proceeds in respect of Sold Shares that are currently subject to vesting or similar restrictions, may be used by such Management Stockholder upon election as set forth under the caption “AFTER-TAX PROCEEDS FROM SALE OF RESTRICTED SHARES TO BE REINVESTED IN SURVIVING CORPORATION SHARES” in his or her signature page to this Agreement, to satisfy all or a portion of the purchase price in respect of such Management Stockholder’s purchase of Purchased Stock (as defined in the Management Stockholder’s Agreement) pursuant to the Management Stockholder’s Agreement (as defined below) (any amounts so used, the “Reinvestment Amount”).
The Share Purchase. 9 2.1 The Share Purchase.......................................................................... 9 2.2
The Share Purchase. At the Closing, and upon the terms and subject to the conditions of this Agreement, Parent shall purchase from the Shareholders, and each Shareholder shall sell, convey, transfer, assign, and deliver to the Parent, free and clear of all liens, encumbrances, or other defects of title, all of the issued and outstanding shares of the Company Capital Stock now beneficially owned or held of record by each such Shareholder at the Closing, including all property or rights issued by the Company with respect to such shares of Company Capital Stock.
The Share Purchase. Subject to the terms and conditions of this Agreement, on the Closing Date (as defined below), Seller shall sell, transfer, assign, convey and deliver to Aprion, and Aprion shall purchase from Seller, all of the SV Shares, which will constitute immediately prior to the Closing Date all the issued and outstanding shares and of all other securities, if any, of Scitex Vision (the “SV Securities”). The closing (the “Closing”) of such purchase and sale and the other transactions contemplated hereby to occur at the Closing, unless this Agreement is earlier terminated pursuant to Section 9 hereof, shall take place at the offices of Aprion Digital Ltd., 0x Xxxxxxx Xxxxxx, Xxxxx Xxxxxxxxxx Xxxx, Xxxxxxx, Xxxxxx, at 13:00 p.m., on December 31, 2002, or on such other date, time and place that shall be not later than the third busines s day following the satisfaction or waiver of the conditions set forth in Sections 7 and 8 hereof (the “Closing Date”). At the Closing, (a) Seller shall deliver to Aprion a certificate representing the SV Securities and such other instruments representing SV EXECUTION COPY Securities, and (b) Aprion shall issue the Consideration (as defined in Section 1.2 below) to Seller.
The Share Purchase. Subject to the terms and conditions of this Agreement, and in reliance upon the representations, warranties, covenants and agreements contained in this Agreement, the Sellers shall sell the Purchased Shares to KCI, and KCI shall purchase the Purchased Shares from the Sellers, for the aggregate purchase price of $153,141 (the “Purchase Price”). In the event that the total number of outstanding shares of Xxxxx Common Stock acquired by KCI pursuant to the Share Purchase is less than 6,305,401 shares, then (a) Xxxxx shall issue additional shares of Xxxxx Common Stock pursuant to Section 1.01(b) of this Agreement such that the aggregate number of Xxxxx Shares issued pursuant to Section 1.01(b) and acquired pursuant to Section 1.02 of this Agreement shall equal to that number representing ninety-six percent (96%) of Dixie’s issued and outstanding capital stock; and (b) the Purchase Price shall be reduced pro rata on a share by share basis.
