Agreement to Sell Purchase Price. Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, the Property in accordance with the terms, and subject to the conditions, of this Agreement. The Purchase Price for the Property will be paid as follows:
Agreement to Sell Purchase Price. 3.1 The Vendor agrees to sell and the Purchaser agrees to purchase the Vendor 1 share in the Company for the price of US One hundred dollars ($US100).
Agreement to Sell Purchase Price. 2.1 The Hillside Purchase Price and the applicable Westlake Purchase Price shall be paid to Seller (after taking into account the adjustments described in SECTIONS 10 AND 11 of the Agreement) through Escrow Holder, at the Hillside Closing and the applicable Westlake Closing, respectively.
Agreement to Sell Purchase Price. (a) Subject to the terms and conditions set forth in this Agreement, each of the Sellers agrees to sell to the Buyer free and clear of Liens (as defined in Section 3.3(b)), and the Buyer agrees to purchase from such Seller, at the Closing (as defined in Section 2.1), the Purchase Shares owned by such Seller, or, in the case of the Preferred Stock, Options and Warrants, to be owned by such Seller upon the conversion thereof or the exercise thereof pursuant to Section 10.5, as the case may be, as set forth opposite such Seller’s name on Schedule 1 hereto, for the consideration set forth in paragraph (b) below. The aggregate purchase price (the “Purchase Price”) for the Shares shall be an amount equal to (i) $142,000,000, plus (ii) the Net Cash Amount as of the Closing, less (iii) the sum of (A) the aggregate amount of all Assumed Indebtedness (as defined in Section 2.2(c)) outstanding as of the Closing plus (B) the aggregate amount required to be paid to satisfy and discharge in full the Refinance Indebtedness (as defined in Section 2.2(c)), less (iv) the Transaction Expenses, less (v) the Non-Compete Liabilities, as adjusted in accordance with Section 1.2. Subject to Section 1.1(b) below, the Purchase Price shall be paid at Closing by the Buyer’s payment of an amount equal to the Purchase Price plus or minus the adjustments set forth in Sections 1.2(a) and (b) below (the “Initial Payment”). The Purchase Price shall be subject to further adjustment in accordance with Sections 1.2(c) - 1.2(e).
Agreement to Sell Purchase Price. Subject to the terms and conditions set forth in this Agreement, Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, at the Closing (as defined in Section 2.6 hereof), all of the Shares in exchange for the payment of an aggregate purchase price (the “Purchase Price”) equal to: (A) cash in an amount equal to the following: (i) $23,920,755, minus (ii) the amount of the Cxxxxxxx Bonus, minus (iii) the employer contributions of FICA and other payroll Taxes in the amount of $39,150 with respect to the Cxxxxxxx Bonus, minus (iv) the aggregate amount of all Indebtedness, if any, outstanding as of the Closing (such cash amount, the “Cash Purchase Price”), (B) a convertible promissory note issued in favor of Seller, in the form of Exhibit 2.1 attached hereto (the “Convertible Note”), in the original principal amount of $1,000,000 and initially convertible into ACT Common Stock at a price of $0.0006 per share, and (C) 312.5 shares of Series D Stock (the “Series D Shares”), initially convertible into 2.5% of the issued and outstanding ACT Common Stock (on a fully diluted basis), The Cash Purchase Price is subject to adjustment at Closing in accordance with Section 2.4 below and following the Closing pursuant to Section 2.5 below. The term “Indebtedness” shall not include (i) the Cxxxxxxx Bonus or, FICA or other payroll Taxes associated with the Cxxxxxxx Bonus deducted in the calculation of the Cash Purchase Price under Section 2.1(A) above, (ii) the Specified Lease Obligations, (iii) Transaction Expenses (which are addressed in Section 10.1), and (iv) the Company’s trade accounts payable (including obligations of the Company reflected on credit card account balances) and accrued expenses on the Final Closing Statement. No adjustment to the Purchase Price shall be made for distributable net income for the period prior to closing.
Agreement to Sell Purchase Price. On the terms and subject to all of the conditions set forth in this Agreement and in reliance upon the representations and warranties contained herein, at the Closing Shareholder shall sell, transfer, assign, set over, convey and deliver to Buyer, and Buyer shall purchase and acquire from Shareholder, free and clear of any lien, charge, security interest, easement, reservation, restriction, encumbrance or other defect in title (collectively, “Liens”), all right, title and interest of Shareholder in, to and under all of the Shares at a price of $6.75 per share pursuant to and in accordance with the terms of this Agreement.
Agreement to Sell Purchase Price. Contemporaneously with the execution and delivery hereof and subject to the terms and conditions of this Agreement, Seller is selling and conveying, and Buyer is purchasing and accepting, all issued and outstanding common stock of the Company (the "Company Shares") for a total consideration of one billion, ninety-five million, six hundred twenty-six thousand dollars ($1,095,626,000), subject to adjustment as herein provided (the "Purchase Price"), payable at Closing as herein provided.
Agreement to Sell Purchase Price. Subject to the terms and conditions set forth in this Agreement, the Selling Company agrees to sell to Buyer, and Buyer agrees to purchase from the Selling Company, at the Closing (as defined in Section 2.6 hereof), all of the Shares in exchange for the payment of an aggregate purchase price (the “Purchase Price”) equal to (a) cash in an amount equal to (i) $9,000,000, minus (ii) the aggregate amount of all Indebtedness of the Company (other than the Designated Indebtedness) and Transaction Expenses, if any, outstanding as of the Closing (the “Cash Purchase Price”), (b) a subordinated promissory note issued in favor of the Selling Company (the “Promissory Note”) in the original principal amount of $1,000,000 and (c) 2,796,232,989 shares of common stock, no par value, of the Parent (the “Parent Stock”). The Cash Purchase Price is subject to adjustment following the Closing pursuant to Section 2.5 below.
Agreement to Sell Purchase Price. (a) On the terms and subject to conditions set forth in this Agreement, at the Closing the Seller Parties will sell to the Buyer, and the Buyer will purchase from the Seller Parties, the Shares held by each of the Seller Parties as set forth opposite such Seller Party’s name on Schedule 1 (the “Purchased Securities”), all in exchange for the payment of the Purchase Price as provided by this Section 2.1 and Section 2.2.
Agreement to Sell Purchase Price
