Agreement to Purchase Shares. The Buyer hereby agrees to purchase, and the Seller hereby agrees to sell, the Shares pursuant to the terms and conditions set forth herein. The aggregate purchase price of the Shares being sold to the Buyer hereunder is $26,700 (the "PURCHASE PRICE"). The closing under this Agreement shall occur upon delivery by facsimile of executed signature pages of this Agreement and all other documents, instruments and writings required to be delivered pursuant to this Agreement to the offices of Omega LLC (the "CLOSING") at such time and place or on such date as the Buyer and the Seller may agree upon. Each party shall deliver all documents, instruments and writings required to be delivered by such party pursuant to this Agreement at or prior to the Closing.
Agreement to Purchase Shares. (a) Subject to the terms, limitations and conditions of this Agreement, the Investor hereby commits to purchase an aggregate number of Shares equal to the number set forth on Schedule A opposite the heading “Total Shares” at the Purchase Price, by payment for the Initial Share at the Closing plus such Capital Call amounts specified by the Company from time to time pursuant to Call Notices during the Commitment Period in respect of Future Shares; provided, that in no event shall the aggregate Purchase Price payable for the Total Shares to be purchased by the Investor exceed the amount set forth on Schedule A opposite the heading “Total Commitment” (such amount, the Investor’s “Total Commitment”). The “Remaining Commitment” means, at any time, an amount equal to the Investor’s Total Commitment at such time reduced by the sum of: (i) the payment for the Initial Share paid by the Investor and (ii) the amount of the aggregate Purchase Price paid by the Investor in relation to the Capital Calls delivered by the Company to the Investor pursuant to and subject to the terms of this Section 3.1. During the Commitment Period, upon fifteen (15) business days’ prior written notice from the Company, substantially in the form of Exhibit C attached hereto (each, a “Call Notice”), delivered after approval of the Board or the executive committee of the Board (the “Executive Committee”) for such Capital Call has been obtained (unless the Investor has waived such fifteen (15) business-day period in writing or by funding such Capital Call as set forth in the Call Notice), the Company may require (subject, in each case, to the terms, limitations and conditions of this Agreement and the Shareholders Agreement) the Investor to fund all or part of its Remaining Commitment as specified in such Call Notice (each, a “Capital Call”). The amount called from the Investor pursuant to a Capital Call may not exceed the Investor’s Remaining Commitment as of the date of the Call Notice to which such Capital Call relates, and in no event shall the Investor’s aggregate Purchase Price paid for the Shares exceed the Investor’s Total Commitment. For purposes of this Agreement, “business day” shall mean any day that is not a Saturday, Sunday or other day on which commercial banks in New York or Bermuda are authorized or required by law to close.
Agreement to Purchase Shares. Subject to the provisions of paragraph (d) of this Section 2.1, the Company agrees to issue to the Subscriber and the Subscriber agrees to purchase in accordance with paragraphs (b) and (c) of this Section 2.1, a single share in the Company set forth on the signature page to this Agreement (the “Share”).
Agreement to Purchase Shares. Upon the terms and subject to the conditions of this Agreement, SJET hereby agrees to purchase One Hundred percent (100%) of the issued and outstanding common stock of TSG (the "Purchase Price"). Seller currently has twenty four thousand (24,000) shares of issued and outstanding common stock and, SJET will purchase twenty four thousand (24,000) shares of issued common stock of TSG (the "Common Stock"). Xxxxx Xxxxxx and T S Group, LLC. hold the Common Stock.
Agreement to Purchase Shares eCERA hereby agrees to purchase, and XXXX hereby agrees to sell, all of XXXX’x right, title and interest in and to the Shares free from any right, restriction, encumbrance, lien or the like, all on the terms and conditions set forth herein.
Agreement to Purchase Shares. PERICOM hereby agrees to purchase, and XXXX hereby agrees to sell, all of XXXX’x right, title and interest in and to the Shares free from any right, restriction, encumbrance, lien or the like, all on the terms and conditions set forth herein. Share Purchase Agreement
Agreement to Purchase Shares. Upon the terms and subject to the ---------------------------- conditions of this Agreement, Flexxtech Holdings hereby agrees to purchase sixty-seven percent (67%) of the issued and outstanding common stock of Primavera (the "Purchase Price"). Primavera currently has One Hundred (100) shares of issued and outstanding common stock and, at 67%, Flexxtech Holdings will purchase Two Hundred and Three (203) shares of newly issued common stock of Primavera (the "Common Stock"). In exchange for the Common Stock, Flexxtech Holdings agrees to pay Primavera One Million Five Hundred Seventy-Five Thousand Dollars ($1,575,000) in consideration. At the Execution of this Stock Purchase Agreement, (the "Closing"), Primavera will deliver six (6) stock certificates in the name of Flexxtech Holdings, Inc. in the total amount of Two Hundred and Three (203) shares of Primavera common stock. The stock certificates shall be in the amount of 30, 35, 35, 35, 35, 33 and shares of common stock. The Common Stock shall be collateralized by a $1,000,000 Promissory Note (Exhibit A), described in Section 1.1 (b) and held in escrow described in Section 1.2; and, shall be released to Flexxtech upon the completion of each tranche closing described in Section 1.1(a) and 1.1(b). Flexxtech Holdings' consideration shall be payable as follows:
Agreement to Purchase Shares. Immediately prior to the Completion, the authorized capital shares of the Company will consist of 50,000 Ordinary Shares of the Company, with par value US$1 per share (the “Ordinary Shares”), of which 50,000 are issued and outstanding as set out in Part B of Schedule 1. The Ordinary Shares shall have the rights, preferences, privileges and restrictions set forth in the Amended Articles.
2.1 Subject to satisfaction of or waiver of the Conditions Precedent, at Completion Xxxxx, Xxxx-Zan shall sell, and the Investor shall purchase, the Sale Shares, totalling 27,500 shares, on the terms set out in this Agreement with all rights then attaching to them including the right to receive all distributions and dividends declared, paid or made in respect of the Sale Shares after Completion.
2.2 The Sale Shares shall be sold free from all Encumbrances and ownership in them shall (except as otherwise set out in this Agreement) pass to the Investor with effect from Completion.
Agreement to Purchase Shares. Seller agrees to sell to Buyer 2,802,769 shares of Buyer's Class A Common Stock (the "Shares"), and Buyer agrees to purchase and redeem the Shares for consideration in the amount set forth, and payable in the manner provided, in Section 2.
Agreement to Purchase Shares. On the basis of the respective representations, warranties and agreements herein contained and subject to the terms and conditions of this Agreement, (i) Marga hereby agrees to sell, transfer, convey and assign to JDHI or, if notice is given in writing by JDHI to Marga at least three Business Days prior to the Closing Date, an Affiliate of JDHI, and (ii) JDHI hereby agrees to purchase and acquire, or cause an Affiliate of JDHI to purchase and acquire, from Marga, all the Shares, on the Closing Date for the Redemption Consideration.
