Agreement to Sell and Purchase Capital Stock; Consideration Sample Clauses

Agreement to Sell and Purchase Capital Stock; Consideration. (a) Subject to the terms and conditions of this Agreement the Parent agrees to issue and sell and the Purchaser agrees to purchase (i) One Million Six Hundred Seventy Seven Thousand One Hundred and Thirteen (1,677,113) shares (the "Parent Purchased Shares") of the Parent's common stock, par value $0.01 ("Parent Common Stock"), (ii) a warrant in the form of Exhibit I (the "Warrant") to purchase, for only nominal consideration, on the terms and conditions therein set forth One Million Six Hundred Ninety Eight Thousand and One Hundred Eighty Four (1,698,184) shares of Parent Common Stock, (iii) options to purchase for $0.01 per share 345,000 shares of Parent Common Stock (the "Options"), provided that such Options shall be exercisable only for such number of shares equal to the Percentage of Funding times one half of the number of shares purchased upon exercise of options by the persons listed on Schedule 2.4 as holding options on the date hereof (other the Board of Advisors and Digital Insight); and (iv) One Million and Twenty Thousand (1,020,000) shares of HBR's common stock, (the "HBR Purchased Shares" and, together with the Parent Purchased Shares, the "Purchased Shares"). The parties hereto agree that in consideration of the Purchased Shares, the Warrant, and the Options the Purchaser will release $750,000 of the Existing Buyer Loans as a contribution to the capital of the Parent (the "Equity Investment") and lend to SBR (for its benefit and the benefit of certain other SBW Companies) an additional $400,000 (the "New Buyer Loans" and together with the Existing Buyer Loans (other than the Existing Buyer Loans being canceled on the date hereof in connection with the Equity Investment), the "Buyer Loans") to be advanced to SBR as follows (each a "Closing"): (i) $175,000 as a Buyer Loan to SBR, guaranteed by the Parent, Xxxxxxxx.xxx ("Xxxxxxxx.xxx"), HBR and Xxxxxx Xxxxxx and secured under the Security Agreement attached to this Agreement as Exhibit H (the "Security Agreement"), and the Equity Investment on the date hereof (the "Tenth Closing"); (ii) $125,000 as a Buyer Loan to SBR, guaranteed by the Parent, Xxxxxxxx.xxx and Xxxxxx Xxxxxx and secured by the Security Agreement, on November 12, 2000 (the "Eleventh Closing"); and (iii) $100,000 as a Buyer Loan to SBR, guaranteed by the Parent, Xxxxxxxx.xxx, HBR and Xxxxxx Xxxxxx and secured by the Security Agreement, on December 12, 2000 (the "Final Closing"), provided, however, (x) the Sellers have delivered t...
Sample 1
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Agreement to Sell and Purchase Capital Stock; Consideration. Subject to the terms and conditions of this Agreement, at the Closing the Seller shall sell, assign, convey, transfer and deliver to the Purchaser, and the Purchaser shall purchase, acquire and take assignment and delivery of, all of the Seller's right, title and interest in and to all of the issued and outstanding shares of capital stock of PICK Net USA and PICK Net UK (the "Purchased Shares"). The parties hereto agree that the aggregate purchase price to be paid at Closing by the Purchaser in consideration of the Purchased Shares will be equal to two United States Dollars ($2.00) in cash (the "Purchase Price").
Sample 1
Agreement to Sell and Purchase Capital Stock; Consideration. (a) Subject to the terms and conditions of this Agreement, the Seller agrees to sell and the Purchaser agrees to purchase (i) 3,405,183 shares of the Seller's common stock, (ii) options to purchase 322,500 shares of the Seller's common stock, exercisable at $.01 per share, on terms substantially similar to the Seller's presently outstanding options, and (iii) 51% of the Seller's Hispanic program, when established (the "Purchased Shares"). The options issued hereunder shall not be exercisable unless any of the presently outstanding options are exercised and shall terminate to the same extent that any of the presently outstanding options expire unexercised. The parties hereto agree that in consideration of the Purchased Shares the Purchaser will invest $750,000 in the Seller and lend the Seller $1,750,000 (the "Buyer Loans"), to be paid to the Seller as follows (each a "Closing"): (i) $250,000 as a Buyer Loan to the Seller on February 14, 2000 (the "Initial Closing"); (ii) $150,000 in cash and $100,000
Sample 1
Agreement to Sell and Purchase Capital Stock; Consideration. (a) For the sole purpose of issuing shares of common stock of Computer Marketplace, Inc., a Delaware corporation and Purchaser's parent company ("MKPL") pursuant to this Section 1.1, the term "
Sample 1
Agreement to Sell and Purchase Capital Stock; Consideration. (a) Subject to the terms and conditions of this Agreement, at the Closing each Seller shall sell, assign, convey, transfer and deliver to Purchaser, and Purchaser shall purchase, acquire and take assignment and delivery of, all of each such Seller's right, title and interest in and to those shares set forth opposite the name of each such Seller on Schedule A (collectively, the "Purchased Shares"). The parties hereto agree that the aggregate purchase price to be paid at Closing by Purchaser in consideration of the Purchased Shares will be equal to (i) $66,875,000 less (ii) the sum of the amounts specified in paragraph (b) below (the "Purchase Price"). Purchaser shall pay the Purchase Price as follows:
Sample 1
Agreement to Sell and Purchase Capital Stock; Consideration. (a) Subject to the terms and conditions of this Agreement, at the Closing the Seller agrees to issue, sell and deliver to the Purchaser, and the Purchaser agrees to purchase, acquire and take delivery of newly issued and outstanding shares of capital stock of the Seller aggregating 80.0% of the total outstanding common stock of the Seller, on a pro rated basis, after the issuance of the capital stock of the Seller to the Purchaser (the "Purchased Shares"). The parties hereto agree that in consideration of the Purchased Shares the Purchaser will pay, or cause to be paid, to 8 the Seller a purchase price of: (x) $1,000,000 in cash, to be used for the general corporate purposes of the Seller, and (y) an aggregate of $2,000,000 in cash, $500,000 of which will be held in escrow, to be used for the general corporate purposes of the Seller, to be released to the Seller on the date the Seller's resume data base: (i) contains 175,000 or more resumes; (ii) allows users to conduct searches in real time; and (iii) has received a minimum of five total subscriptions among the Seller's annual, semi-annual, quarterly or monthly subscription programs; and the balance to be paid to the Seller, to be used for the general corporate purposes of the Seller, as follows: (i) $500,000 upon the Seller's business achieving $1,000,000 or more in Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA") for any four consecutive quarterly periods; (ii) $500,000 upon the Seller's business achieving $1,500,000 or more in EBITDA for any four consecutive quarterly periods; and (iii) $500,000 upon the Seller's achieving $2,000,000 or more in EBITDA for any four consecutive quarterly periods (the "Purchase Price"). Upon the occurrence of any of the following: (i) the consent of a majority of the remaining holders of the Seller other than the Purchaser; (ii) the consent of the Seller's designees to the Board of Directors of the Seller; (iii) the Seller failing to achieve $250,000 in EBITDA for the year ending December 31, 2000; or (iv) the Seller failing to achieve $750,000 in EBITDA for the year ending December 31, 2001, the Purchaser may request the return of all or any portion of the Purchase Price remaining in escrow pursuant to the terms of the Escrow Agreement executed in connection with this Agreement and attached hereto as Exhibit D.
Sample 1

Related to Agreement to Sell and Purchase Capital Stock; Consideration

  • Stock Consideration 3 subsidiary...................................................................53

  • Transaction Consideration The Transaction Consideration;

  • Closing Consideration The closing consideration shall be delivered at the Closing as follows:

  • Acquisition Consideration (a) The consideration (the "ACQUISITION CONSIDERATION") to be received by each Grantor in respect of the contribution of the Grantor's Interests to the Operating Partnership shall be an amount equal to $100.00 (one hundred dollars). The Acquisition Consideration shall be paid in the form of a combination of (i) cash and/or (ii) units of limited partnership interest in the Operating Partnership ("OP UNITS"), in the percentages and allocations set forth on Schedule B attached hereto. To the extent a percentage of the Acquisition Consideration includes one or more OP Units, as set forth on Schedule B, the number of OP Units the Grantor shall be entitled to receive upon the exercise of the Option with respect to such percentage shall equal the quotient of

  • Agreement to Purchase and Sell Stock Subject to the terms and conditions of this Agreement, the Company agrees to sell to each of the Investors at the Closing (as defined below), and each of the Investors agrees to purchase from the Company at the Closing, the number of shares of the Company's Common Stock set forth opposite such Investor's name on the Schedule of Investors (collectively, the "Shares") at a price of $39.00 per share.

  • Recitals Merger Consideration 2.1(a) Merger Sub...................................................

  • Purchase Consideration The consideration payable in connection with a purchase transaction shall be debited from the appropriate deposit account of the Portfolio as of the time and date that funds would ordinarily be required to settle the transaction in the applicable market. The Custodian shall promptly recredit the amount at the time that the Portfolio or the Fund notifies the Custodian by Proper Instruction that the transaction has been canceled.

  • Sale and Purchase of Common Stock 1.1. Subject to the conditions hereof, the Company hereby agrees to issue and sell to Subscriber, and Subscriber hereby agrees to subscribe for and purchase from the Company, for investment, on the Closing Date (as defined below), the number of shares of Common Stock set forth next to Subscriber’s name on Schedule I hereto (the “Shares”) at a purchase price equal to the price per share to the public in the Public Offering, less the underwriting discounts and commission payable to the underwriters in the Public Offering (the “Purchase Price”).

  • Equity Consideration LICENSEE shall provide to UNIVERSITIES a founder’s position of LICENSEE’s equity equivalent to [***] percent ([***]%) of the original LICENSEE equity issued. For example, if the initial capitalization of LICENSEE consists of ten million (10,000,000) common shares, such equity shall be equal to [***] ([***]) common shares fully diluted, with each of Emory and UGARF holding [***] ([***]) common shares (or [***]%) and the inventor/founders of LICENSEE holding [***] ([***])common shares (or [***]%). LICENSEE will use commercially reasonable efforts to prepare an operating agreement and/or shareowners agreement within ninety (90) days after the Effective Date. The founder shares to be owned by the UNIVERSITIES and the investor/founders will be of the same class. It is the intent that Emory and UGARF will have the right to convert their ownership interests in LICENSEE into an economically equivalent founder’s position in any joint venture entered into by LICENSEE to develop Licensed Products or any Designated Affiliate of LICENSEE whose business includes developing the Licensed Products with the proviso that if LICENSEE reserves any such rights to Licensed Products unto itself in connection with any such joint venture, Emory and UGARF will maintain a smaller founder’s equity position in LICENSEE based on the relative value of such reserved rights by LICENSEE, provided that this right shall be exercisable only once, and only as to one such venture, and only then if it is exercised within thirty (30) days of notice from LICENSEE to UNIVERSITIES of the opportunity. UNIVERSITIES’ rights to effect such a conversion may be conditioned, at LICENSEE’s option, upon UNIVERSITIES’ entering into reasonable buy-sell agreements providing for rights of first refusal in favor of LICENSEE in the event UNIVERSITIES desire to transfer their interests in such joint venture and for “drag along” rights covering UNIVERSITIES’ interest in the event LICENSEE desires to transfer its interest in such joint venture.

  • Adjustment to Merger Consideration The Merger Consideration shall be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Common Stock), cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Common Stock occurring on or after the date hereof and prior to the Effective Time.

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