Agreement to Sell Stock of Companies; Consideration Sample Clauses

Agreement to Sell Stock of Companies; Consideration. (a) At the Closing, each of the Sellers agrees to transfer and deliver to Eastern all of the Company Shares owned by such Seller, as applicable, and Eastern shall deliver to Sellers shares of the common stock of Eastern having a value of $10,000,000 (the "EESI Stock"), subject to adjustment as provided herein in this Section 1.3, each share being valued at the closing price of the common stock on the NASDAQ Stock Market on the date of this Agreement ("Per Share Value"). The value of the aggregate number of EESI Stock to be delivered to Sellers shall be reduced, dollar for dollar, by the amount of the liabilities of the Companies as of the Closing Date ("Company Debt"); except that if the Company Debt is increased after the date hereof to buy new equipment to service new customers, and Eastern approves in writing the acquisition of such new equipment, the increase in liabilities to finance that new equipment will not be included in Company Debt for the purposes of computing the amount of EESI Stock to be delivered to Sellers. The Company Debt as of the date of this Agreement is listed by creditor on Schedule 1.3(a) attached. (b) The EESI Stock shall be allocated among the Companies as the parties may agree prior to the Closing, which allocation will be set forth on a Schedule 1.3(b). The Sellers shall receive the shares of EESI Stock as allocated among the Companies in the same proportions that the Sellers own shares and partnership interests in each of the Companies, as set forth on the Schedule 1.3(b).
Sample 1
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Agreement to Sell Stock of Companies; Consideration. At the --------------------------------------------------- Closing, each of the Sellers agrees to transfer and deliver to Purchaser all of the Company Shares owned by such Seller, as applicable, and Purchaser agrees to purchase and pay for the Company Shares, the total consideration, subject to adjustment as provided herein, of Ten Million Nine Hundred Fifty Thousand Dollars ($10,950,000) payable as follows: (i) One Million One Hundred Thirty- seven Thousand Nine Hundred and Fifty-one (1,137,951) shares of EESI's common stock ("EESI Stock"), each share being valued ("Per Share Value") at Nine Dollars ($9.00), the closing price for EESI's common stock at the close of trading on the date of this Agreement; and (ii) Purchaser accepting the Company Stock with the Companies having total liabilities, excluding accounts payable, of Seven Hundred Eight Thousand Four Hundred Forty Dollars ($708,440.00), as set forth on Schedule 1.3 attached ("Company Debt"). If the Companies, at Closing, have total liabilities less than or more than Seven Hundred Eight Thousand Four Hundred Forty Dollars ($708,440.00), the EESI Stock to be delivered at Closing shall be increased or decreased, dollar for dollar, by the amount by which the principal and accrued interest owed on the Company Debt at Closing are less than or exceed the principal amount and accrued interest owed on the date of this Agreement. The increase or decrease, as applicable, shall be calculated by valuing the EESI Stock at the Per Share Value. The Sellers shall receive the shares of EESI Stock as allocated among the Companies and in the same proportions that the Sellers own shares in each of the Companies.
Sample 1
Agreement to Sell Stock of Companies; Consideration. (a) At the Closing, each of the Sellers agrees to transfer and deliver to Purchaser all of the Company Shares owned by such Seller, as applicable, and Purchaser agrees to purchase and pay for the Company Shares, the total consideration, subject to adjustment as provided herein, of $4,956,000 as follows: (i) a number of shares of Eastern's common stock ("EESI Stock") having a value of $3,950,000, each share being valued at the closing price of the common stock on the Nasdaq Stock Market on the date of this Agreement ("Per Share Value"), and (ii) Purchaser accepting the Company Shares with the Companies having total liabilities, excluding accounts payable, of $1,006,000, as set forth on Schedule 1.3(a) attached ("Company Debt"). If the Company Debt, at Closing, is less than or more than $1,006,000, the EESI Stock to be delivered at Closing shall be increased or decreased, dollar for dollar, by the amount by which the principal and accrued interest owed on the Company Debt at Closing is less than or exceeds $1,006,000. The increase or decrease, as applicable, shall be calculated by valuing the EESI Stock at the Per Share Value. (b) The EESI Stock shall be allocated between the Companies as set forth on Schedule 1.3(b). The Sellers shall receive the shares of EESI Stock as allocated among the Companies and in the same proportions that the Sellers own shares in each of the Companies, as set forth on Schedule 1.3(b).
Sample 1
Agreement to Sell Stock of Companies; Consideration. At the --------------------------------------------------- Closing, Seller agrees to transfer and deliver to Purchaser all of the Company Shares and Purchaser agrees to purchase and pay for the Company Shares, the total consideration of a number of shares of Eastern's common stock ("EESI Stock") having a value of $6,000,000, each share being valued at $24.00 per share to be issued to Seller's parent corporation, USA Waste Services, Inc. In addition to the value set forth herein, Purchaser shall reimburse Seller for all reasonable expenditures incurred by Seller or Company from September 1, 1997 for construction of Phase III airspace at the Landfill to the extent such capacity constructed is not consumed as of the Closing Date. Seller shall also be reimbursed for the Company's $250,000 capital contribution made directly to Forward Township which was delivered by the Company on November 14, 1997 in connection with the construction and development of a sewer line to the Company's property as required under the consent agreement with the Pennsylvania Department of Environmental Protection ("PADEP").
Sample 1
Agreement to Sell Stock of Companies; Consideration. (a) At the Closing, each of the Sellers agrees to transfer and deliver to Purchaser all of the Company Shares owned by such Seller, as applicable, and Purchaser agrees to purchase and pay for the Company Shares, the total consideration of a number of shares of Purchaser's common stock ("Consideration Stock") having a value of $4,100,000 ("Base Purchase Price"), each share being valued ("Per Share Value") at the closing price of Purchaser's common stock on the day which is the fifth trading day prior to the Closing Date. The Base Purchase Price shall be increased by the amount, if any, by which the accounts receivable of the Company (less an agreed-upon bad debt reserve) exceed the accounts payable of the Company as of the Closing Date ("Accounts Receivable Excess"). The Base Purchase Price shall also be increased by the amount of cash held by Company in its regular checking and savings accounts in excess of $100,000 ("Cash Excess"). The Base Purchase Price shall be further increased by the dollar value of any freely tradeable mutual funds posted as collateral for landfill closing and post-closing performance bonds, valued at the closing net asset value as of the trading day which is the fifth trading day prior to closing ("Collateral Securities"). At the Closing, Purchaser shall deliver to Sellers Consideration Stock in the amount of: (i) the Base Purchase Price, plus (ii) the Collateral Securities, plus (iii) that portion of the Cash Excess, if any, consisting of cash in the Company's regular savings accounts in excess of $100,000. The Consideration Stock shall not be registered under the Securities Act of 1933 (the "Act") or any state securities law. (b) Within 30 days after the Closing Date, Purchaser shall prepare and deliver to Sellers the consolidated balance sheet for the Company as of the close of business on the business day immediately preceding the Closing Date (the "Closing Date Balance Sheet"). Sellers shall fully cooperate with Purchaser during Purchaser's preparation of the Closing Date Balance Sheet. The Closing Date Balance Sheet shall set forth, without limitation, the accounts payable, accounts receivable (including an agreed-upon bad debt reserve), and cash balances of the Company and shall have been prepared in accordance with generally accepted accounting principles, applied consistently. Sellers shall have the right to review all of Purchaser's work papers and all relevant records of the Company and their accountants relating to the ...
Sample 1

Related to Agreement to Sell Stock of Companies; Consideration

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

  • Capital Stock of the Company The authorized capital stock of the COMPANY is as set forth in Section 1.4(i). All of the issued and outstanding shares of the capital stock of the COMPANY are owned by the STOCKHOLDERS and in the amounts set forth in Annex II and further, except as set forth on Schedule 5.3, are owned free and clear of all liens, security interests, pledges, charges, voting trusts, restrictions, encumbrances and claims of every kind. All of the issued and outstanding shares of the capital stock of the COMPANY have been duly authorized and validly issued, are fully paid and nonassessable, are owned of record and beneficially by the STOCKHOLDERS and further, such shares were offered, issued, sold and delivered by the COMPANY in compliance with all applicable state and federal laws concerning the issuance of securities. Further, none of such shares were issued in violation of the preemptive rights of any past or present stockholder.

  • Capital Stock and Ownership The Capital Stock of each of Holdings and its Subsidiaries has been duly authorized and validly issued and is fully paid and non-assessable. Except as set forth on Schedule 4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Holdings or any of its Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of Holdings or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Holdings or any of its Subsidiaries of any additional membership interests or other Capital Stock of Holdings or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Capital Stock of Holdings or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Holdings and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date.

  • Cancellation of Treasury Stock and Parent-Owned Stock Any shares of Company Common Stock that are owned by the Company as treasury stock, and any shares of Company Common Stock owned by Parent or Merger Sub, shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor.

  • Capital Stock of Sub Each issued and outstanding share of capital stock of Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Capital Stock of Merger Sub Each share of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, par value $0.0001 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

  • Distributions Other Than Cash, Shares or Rights to Purchase Shares (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution be made to Holders of ADSs, the Depositary shall determine whether such distribution to Holders is lawful and practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable. (b) Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may distribute the property so received to the Holders of record as of the ADS Record Date, in proportion to the number of ADSs held by such Holders respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary and (ii) net of any taxes and/or other governmental charges. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and other governmental charges applicable to the distribution. (c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasible, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper and shall distribute the net proceeds, if any, of such sale received by the Depositary (net of applicable fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary and taxes and/or governmental charges) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereof. If the Depositary is unable to sell such property, the Depositary may dispose of such property in any way it deems reasonably practicable under the circumstances for nominal or no consideration and Holders and Beneficial Owners shall have no rights thereto or arising therefrom.

  • Company Capital Stock “Company Capital Stock” shall mean the Company Common Stock and the Company Preferred Stock.

  • Capital Stock Matters The Common Stock conforms in all material respects to the description thereof contained in the Prospectus. All of the issued and outstanding shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with federal and state securities laws. None of the outstanding shares of Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in all material respects in the Prospectus. The description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Prospectus accurately and fairly presents in all material respects the information required to be shown with respect to such plans, arrangements, options and rights.

  • Equity Consideration (a) The Equity Consideration (collectively, the “Buyer Parent Securities”) are or shall be restricted securities and have not been registered for resale under the United States Securities Act of 1933, as amended (the “Securities Act”), and may not be sold, transferred, hypothecated, or assigned by any of the Seller in the absence of a registration statement covering such Buyer Parent Securities that has been declared effective by the Securities and Exchange Commission (“SEC”) or the availability of an applicable exemption therefrom. For clarity, other than the Lock-up Agreement, there are no separate restrictions other than the stock having been issued in a private transaction, thereby making the shares restricted for Rule 144 purposes. If the Buyer Parent lists its shares on any public exchange, at Seller’s election, Buyer shall: (i) if registration occurs after the First Closing, ensure Seller’s Equity Consideration is registered, or (ii) if registration occurs before the First Closing, pay the Equity Consideration in registered shares. (b) The Seller is a knowledgeable, sophisticated, and experienced investor and has sufficient knowledge and experience in evaluating and making, and is qualified to evaluate and make, decisions with respect to private investments in and dispositions of securities, including investments in and dispositions of securities issued by Buyer Parent and Persons engaged in similar activities, and is capable of evaluating the risks and merits associated with the Buyer Parent Securities. (c) The Seller is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act. (d) The Seller has had the opportunity to seek independent legal, investment, and tax advice in connection with such Seller’s decision to acquire its share of the Buyer Parent Securities. (e) The Seller is acquiring the Buyer Parent Securities for investment purposes only and not with a view toward the immediate resale or distribution thereof. The Seller acknowledges that, as a result of the substantial restrictions on the transferability of its share of Buyer Parent Securities, such Seller will be required to bear the financial risks of an investment in such capital stock for an indefinite period of time. (f) The Seller has reviewed the reports filed with the SEC by Bxxxx Xxxxxx and has received and reviewed a draft of Buyer Parent’s Form 1-K for fiscal year 2019, to be filed with the SEC pending completion of the Company’s audit procedures. The Seller understands the risks of its investment in Buyer Parent. The Seller acknowledges and agrees that it has had sufficient time and opportunity to ask questions and receive answers from Buyer Parent concerning the terms of the issuance of Buyer Parent Securities pursuant to this Agreement and to obtain any additional information required by or pursuant to the Securities Act.

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