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 and Partnership Interests owned by such Seller, as applicable, and Eastern shall deliver to Sellers shares of the common stock of Eastern having a value of $22,000,000 (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.
Sample 1
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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.
Sample 1
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 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.
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

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.

  • 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

  • Transaction Consideration The Transaction Consideration;

  • 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 At the Effective Time, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such 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 timely notice thereof to the Depositary 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 consult with the Company, and the Company shall assist the Depositary, to determine whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7, and (iii) the Depositary shall have determined that such distribution is reasonably practicable.

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

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