02Purchase Price. The purchase price for the Acquired Interests (the “Purchase Price”) is [●] shares (the “Exchange Shares”) of common stock, par value $0.0001 per share, of Buyer (“Buyer Common Stock”). At the Closing, Buyer shall deliver the Exchange Shares to each of the Sellers as payment on account of the Purchase Price. The Buyer acknowledges that the Exchange Shares will be allocated among Sellers as set forth on Schedule 2.02. All shares will be restricted and under lock-up and can therefore not be sold, transferred, pledged, hypothecated or placed for a period of at least twelve (12) months following the Closing Date (as defined below) except as set forth in the Stockholder’s Agreement, which, among other requirements, requires the approval of the Board of Directors of Buyer and compliance with the terms of this Agreement.
02Purchase Price. The aggregate purchase price for the Shares shall be
(a) $3,000,000.00 (the “Cash Payment”);
(b) 45,000,000 shares of Parent’s common stock (the “Payment Shares”); (Cash Payment and Payment Shares collectively hereinafter, the "Purchase Price"). Buyer shall pay the Cash Payment portion of the Purchase Price to Seller at the Closing in cash by wire transfer of immediately available funds in accordance with the wire transfer instructions attached hereto as Schedule A.
02Purchase Price. The aggregate purchase price (the “Aggregate Purchase Price”) shall be US$12,000,000 in cash without interest (the “Purchase Price”), apportioned among and payable by the Purchaser to the Selling Shareholder at the Closing as set out in column 4 of Schedule I hereto.
02Purchase Price. The aggregate purchase price (the “Purchase Price”) for the Shares shall be paid to the Seller as follows:
(a) the Buyer has deposited an aggregate of Fifty Thousand Dollars ($50,000) of the Purchase Price in shares of its common stock, par value $0.001 per share (the “Buyer Common Stock”) into an account in the name of and for the benefit of the Seller with Colonial Stock Transfer Company (the “Escrow Agent”) to be held in escrow pending release thereof to the Seller at Closing or return thereof to the Buyer as hereinafter set forth: (i) in the event that the Closing has not occurred on or prior to the Termination Date, the shares of Buyer Common Stock being held in escrow with the Escrow Agent shall be released by the Escrow Agent and returned to the Buyer; or (ii) should the Closing occur on or prior to the Closing Date as provided in this Agreement, the escrowed shares of Buyer Common Stock shall be released by the Escrow Agent to the Seller as part of the Purchase Price to be paid at Closing; and
(b) the Buyer shall issue to the Seller at Closing an aggregate of Nine Hundred Fifty Thousand Dollars ($950,000) of the Purchase Price (the “Balance Amount”) in shares of Buyer Common Stock. The number of shares of Buyer Common Stock to be issued to the Seller at Closing pursuant to this Subsection 2.02(b) shall be determined by dividing the Balance Amount by the average of the last trading prices at which the Buyer Common Stock traded in the OTC Market over the five (5) business days immediately preceding the Closing Date. The Seller hereby expressly agrees that should the Closing not occur on or prior to the Termination Date, the Seller shall promptly, but in any event within three (3) Business Days of the Termination Date, and without reservation, instruct the Transfer Agent to release, surrender and return the escrowed shares of Buyer Common Stock to the Buyer as contemplated by Subsection 2.02(a)(i).
02Purchase Price. The aggregate purchase price for the Foreland Shares shall be SEVEN MILLION FIVE HUNDRED THOUSAND DOLLARS ($7,500,000), plus the projected inventory valuation of $3,500,000 in Section 1.03, paid as follows (the “Purchase Price”):
02Purchase Price. The total consideration (the “Purchase Price”) to be paid by Buyer to Seller for all of the Purchased Assets shall be One Hundred and Ten Million Dollars (U.S. $110,000,000.00) due and payable upon the Closing Date.
02Purchase Price. The total aggregate purchase price for the Purchased Interests shall be Eight Hundred Nineteen Thousand Two Hundred Fifty Five and no/100 dollars ($819,255.00) (the “Purchase Price”). The Purchase Price shall be paid in the form of (a) a Secured Promissory Note in the amount of $243,937, substantially as set forth on Exhibit A (“Promissory Note”) and (b) the forgiveness of outstanding amounts owed by Seller to Buyer amounting to $575,318.00 in accordance with Section 1.03.
02Purchase Price. The Purchase Price shall be composed of the following and allocated among the Shareholders as set out in Schedule B:
(a) cash consideration (the “Cash Portion”) equal to the sum of (i) six hundred thousand Pounds Sterling (£600,000) and (ii) the amount of unrestricted cash and cash equivalents held by the Corporation as of the close of business on the day immediately preceding the Closing Date, net of all outstanding checks, drafts, and the outstanding tax xxxx referenced in section 3.29
02Purchase Price. The purchase price (the “Purchase Price”) to be paid by the Buyer to the Sellers for all of the Purchased Shares shall consist of Four Million One Hundred Ninety Two Thousand Nine Hundred Twenty Seven Dollars ($4,192,927.00), or $41,929.27 per Purchased Share. The Purchase Price shall be paid by Xxxxx as follows: (a) Three Million Eight Hundred Forty Two Thousand Nine Hundred Twenty Seven Dollars ($3,842,927.00) (the “Closing Date Purchase Price”) at Closing to the Sellers, by wire transfer of immediately available funds to the account specified on Exhibit A attached hereto and (b) $350,000 on the earlier of (i) the second anniversary of the Effective Date and (ii) the expiration of the “Term” (as defined in the respective Employment Agreements), by wire transfer of immediately available funds to the account specified on Exhibit A attached hereto (or such other account as the Sellers direct in writing), provided, in the case of the payment under clause (b), that neither of the Employment Agreements (as defined in Section 2.02(a)) have been terminated by the Company for “Cause” (as defined in the Employment Agreements) or by the Sellers without “Good Reason” (as defined in the Employment Agreements) before the expiration of the “Term” (as defined in the respective DM3\9828211.5 Employment Agreements). The Closing Date Purchase Price is subject to adjustment after Closing as set forth in Section 2.04 below.
02Purchase Price. Purchaser shall pay Seller the sum of seven hundred eighty-two thousand four hundred fifty dollars ($782,450.00) (the “Purchase Price”), which shall be paid at the Closing by the Purchaser with 8,693,888 shares of Common Stock (the “Shares”) to be surrendered by the Purchaser to the Seller at Closing.
