Conveyance of Stock. 7 2.2 Purchase Price for the Preferred Shares...............................7 2.3 Number of Preferred Shares to be Issued at the Closing................7 SECTION 3: CLOSING.............................................................7
Conveyance of Stock. Subject to the terms and conditions of this Agreement, NAS shall issue to SBC, free and clear of all Liens, the number of shares of its newly issued Convertible Preferred Stock set forth in Section 2.3 (the "Preferred Shares").
Conveyance of Stock. Subject to the terms and conditions set forth in this Agreement and in reliance upon the representations and warranties of the Company and Purchaser herein set forth, Purchaser agrees to purchase from the Company and the Company agrees to sell to the Purchaser, at the Closing (as hereinafter defined in Section 3.1 of this Agreement), all right, title and interest in and to the Stock, so that upon the Closing, Purchaser will have good and marketable title in and to all of the Stock.
Conveyance of Stock. Seller hereby agrees, that for no additional ------------------- consideration, Purchaser shall have the option to acquire all of the outstanding stock of Chemonics for the sum of One Dollar ($1.00). The parties hereto agree that such purchase price will be fair and adequate consideration therefore. This option will expire on September 1, 1999. The parties acknowledge and agree that Watch-Edge shall have the right to take an assignment and conveyance of the Retained Assets and the Purchase Price prior to the closing of the conveyance of the outstanding stock of Chemonics to Purchaser pursuant to the option.
Conveyance of Stock. Subject to the terms and conditions of this Agreement, NAS shall issue to Telmex, free and clear of all Liens, the number of shares of its newly issued Convertible Preferred Stock set forth in Section 2.3 (the "Preferred Shares").
Conveyance of Stock. Subject to and upon the terms and conditions contained herein, on the Closing Date, the Shareholders shall sell, convey, transfer, deliver and assign to Purchaser one hundred percent (100%) of their shares of the Parent which represents one hundred percent (100%) of the outstanding stock of the Parent, free and clear of any obligations, security, intents, claims, liens and encumbrances whatsoever (the "Shares").
Conveyance of Stock. Upon execution of this Agreement, and upon receiving the payment set forth in the previous paragraph, NCE will deliver, according to the Chancellor Parties’ instructions, the NCE Stock in the form of 1,000,000 shares represented by Stock Certificate No. 3508. Because, and to the extent, this Agreement is a sale of shares (the NCE Stock) from NCE to Chancellor Group, Inc. (the “Company”), NCE makes the following representation: NCE has such knowledge and experience in financial and business matters that NCE is capable of evaluating the merits and risks of the sale of the NCE Stock to the Company. NCE has carefully reviewed the following documents constituting the periodic reports filed by the Company with the Securities and Exchange Commission (“SEC”) pursuant to the Securities Exchange Act of 1934, as amended: the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2007, filed with the SEC on April 7, 2008; the Company’s Quarterly Report on Form 10-Q for its fiscal quarter ended March 31, 2008, filed with the SEC on May 14, 2008; the Company’s Quarterly Report on Form 10-Q for its fiscal quarter ended June 30, 2008, filed with the SEC on August 14, 2008; and the Company’s Current Reports on Form 8-K, filed with the SEC on June 20 and August 19, 2008.
Conveyance of Stock. Subject to the terms and conditions provided in this Agreement, the Sellers agree to transfer to Buyer all of their right, title and interest in and to the shares of the ASI Stock owned by Sellers at the Closing (as defined herein) in consideration for: (i) $3,200,000 in cash, payable $2,200,000 at Closing, $500,000 six (6) months and ten (10) days after Closing and $500,000 on the first anniversary of Closing, (the deferred amounts being evidenced by delivery at Closing of promissory notes of the Buyer, payable, with interest on the unpaid principal amount at the rate of 5.25% per annum and secured by a pledge of the ASI Stock, in the form attached hereto as Exhibit 7.8); and (ii) eight (8) year option to purchase 60,000 shares of common stock of Buyer (the "Option"), exercisable at the market price of the common stock of the Company at the close of business on the day of this Agreement, such consideration to be allocated to each Seller on the basis of his or her percentage ownership of the ASI Stock (the "Percentage Interest").
Conveyance of Stock. Subject to the terms and conditions provided in this Agreement, the Sellers agree to transfer to Buyer all of their right, title and interest in and to the shares of the NTI Stock owned by Sellers at the Closing (as defined herein) in consideration of the issuance of 3,274,188 shares of the $.0001 par value common stock of Buyer (the "Stock") to Sellers allocated to each Seller on the basis of his percentage ownership of the NTI Stock (the "Percentage Interest").
Conveyance of Stock. OGC shall have delivered to the Buyer certificates representing all of the Stock, free and clear of all Liens, which certificates shall be duly endorsed in blank or have duly executed stock powers attached thereto and shall otherwise be in proper form for transfer.
