Purchase and Sale and Purchase Price. 2.1.1 Subject to the terms and conditions hereof, on the Closing Date, each of the Vendors shall sell to the Purchaser the number of Shares set opposite the name of each Vendor on Schedule 2.1.1 hereto (the aggregate number of such Shares is herein collectively called the "Purchased Shares") and the Purchaser shall purchase the Purchased Shares from the Vendors, free and clear of all Liens, for a total purchase price of $1,000,000 (hereinafter referred to as the "Purchase Price"), subject to adjustment in accordance with Section 2.2, to be allocated amongst the Vendors in accordance with Schedule 2.1.1.
2.1.2 The Purchase Price shall be paid against delivery to the Purchaser of share certificates evidencing the Purchased Shares duly endorsed for transfer to the Purchaser and satisfied (i) as to an aggregate amount of $558,840 payable pro rata to the Vendors in accordance with their respective shareholdings set forth in Schedule 2.1.1 by certified cheque or bank draft to the order of each of the Vendors, and delivered by the Purchaser at the Time of Closing, (ii) as to $14,705 payable by cheque to the order of McCaxxxx Xxxrxxxx, xx escrow agent, and delivered by Brucx Xxxxxxx xx the Time of Closing, such amount having been deposited "in trust" with Brucx Xxxxxxx xx the Purchaser, (iii) as to $14,705, by the delivery to McCaxxxx Xxxrxxxx, xx escrow agent, of a certified cheque or bank draft, such amounts in (ii) and (iii) and interest thereon to be held in escrow pursuant to the Escrow Agreement in order to secure the payment of any amounts due by the Vendors to the Purchaser pursuant to this Agreement. The escrowed funds will be dealt with on the terms and conditions set forth in the Escrow Agreement, and (iv) as to an aggregate amount of $411,750, by the delivery pro rata to the Vendors in accordance with their respective shareholdings set forth in Schedule 2.1.1 at the Time of Closing of a total of 36,600 class F exchangeable shares of the capital stock of the Purchaser ("Class F Shares"), to be issued from treasury and having the attributes set out in Schedule 2.1.2.
Purchase and Sale and Purchase Price. (1) Upon and subject to the terms and conditions contained herein, the Vendor shall, at the Time of Closing, sell the Shares to the Purchaser and the Purchaser shall purchase the Shares from the Vendor for a total purchase price of Cdn.$15,087,000 (hereinafter referred to as the "Purchase Price").
(2) The Purchase Price shall be paid and satisfied by the Purchaser at the Time of Closing by wire transfer of immediately available funds to an account or accounts specified by the Vendor against delivery to the Purchaser of a share certificate or certificates evidencing the Shares duly endorsed for transfer to the Purchaser.
Purchase and Sale and Purchase Price. 2.1.1 Subject to the terms and conditions hereof, on the Closing Date, each of the Vendors shall sell to the Purchaser the number of Shares set opposite the name of each Vendor on Schedule 2.1.1 hereto (the aggregate number of such Shares is herein collectively called the "Purchased Shares") and the Purchaser shall purchase the Purchased Shares from the Vendors, free and clear of all Liens, for a total purchase price of $548,000 (hereinafter referred to as the "Purchase Price"), subject to adjustment in accordance with Section 2.2, to be allocated amongst the Vendors in accordance with Schedule 2.1.
2.1.2 The Purchase Price shall be paid against delivery to the Purchaser of share certificates evidencing the Purchased Shares duly endorsed for transfer to the Purchaser and satisfied (i) as to an aggregate amount of $388,000 payable to the Vendors in accordance with their respective shareholdings set forth in Schedule 2.1.1 by certified cheque or bank draft to the order of each of the Vendors, and delivered by the Purchaser at the Time of Closing, (ii) as to $25,000 payable by cheque to the order of McCaxxxx Xxxrxxxx, xx escrow agent, and delivered by Brucx Xxxxxxx xx the Time of Closing, such amount having been deposited "in trust" with Brucx Xxxxxxx xx the Purchaser such amount and interest thereon to be held in escrow pursuant to the Escrow Agreement in order to secure the payment of any amounts due by the Vendors to the Purchaser pursuant to this Agreement. The escrowed funds will be dealt with on the terms and conditions set forth in the Escrow Agreement, and (iii) as to an aggregate amount of $135,000, by the delivery to the Vendors as set forth in Schedule 2.1.1 at the Time of Closing of a total of 12,000 class F exchangeable shares of the capital stock of the Purchaser ("Class F Shares"), to be issued from treasury and having the attributes set out in Schedule 2.1.2.
2.1.3 The Purchaser shall also purchase all of John's right title and interest in the promissory note attached hereto as Schedule 2.1.3, for a total purchase price of $58,345, payable at the Time of Closing by certified cheque or bank draft.
Purchase and Sale and Purchase Price. (1) The Vendor shall sell its Shares in Vertility to the Purchaser and the Purchaser shall purchase the Shares of Vertility from the Vendor.
(2) In consideration for subparagraph 2.01(1) above, the Purchaser shall issue a total of seven million two hundred thousand (7,200,000) common shares of the Purchaser to the listed individuals as indicated in Schedule “A”.
Purchase and Sale and Purchase Price. 2.1.1 Subject to the terms and conditions hereof, on the Closing Date, each of the Vendors shall sell to the Purchaser the number of Shares set opposite the name of each Vendor on Schedule 2.1.1 hereto (the aggregate number of such Shares is herein collectively called the "Purchased Shares") and the Purchaser shall purchase the Purchased Shares from the Vendors, free and clear of all Liens, for a total purchase price of $1.00 (hereinafter referred to as the "Purchase Price"), to be allocated amongst the Vendors in accordance with Schedule 2.1.1.
2.1.2 The Purchase Price shall be paid against delivery to the Purchaser of share certificates evidencing the Purchased Shares duly endorsed for transfer to the Purchaser and satisfied as to an aggregate amount of $1.00 payable pro rata to the Vendors in accordance with their respective shareholdings set forth in Schedule 2.1.1 by cash, certified cheque or bank draft to the order of each of the Vendors, and delivered by the Purchaser at the Time of Closing.
Purchase and Sale and Purchase Price. Subject to the other terms and ------------------------------------ conditions of this Agreement, IMS shall, at the Closing described in Article 8 ("Closing"), pay to Sellers a total of $4,350,000 in accordance with their percentage ownership of the Shares (the "Purchase Price") of which $3,350,000 shall be delivered to Sellers and $1,000,000 ("Escrow Portion of the Purchase Price") will be placed in an escrow account as described in Article 2 below. Subject to the other terms and conditions of this Agreement, IMS agrees to purchase and Sellers agree to sell the Shares.
Purchase and Sale and Purchase Price. At the Closing Time, subject to the terms and conditions of this Agreement, the Vendor agrees to sell to the Purchaser and the Purchaser agrees to purchase from the Vendor the Subject Shares and the Debenture in consideration of an aggregate purchase price of $2,270,000 (the "Purchase Price"), $1,250,000 of which will be paid and satisfied by a cash payment to the Vendor and $1,020,000 of which will be paid and satisfied by the issue to the Vendor from treasury of the Purchaser of 400,000 common shares in the capital of the Purchaser (the "BCB Shares"). The Purchase Price shall be allocated to the Subject Shares and the Debenture as follows: Purchase Price Allocation ------------------------- Subject Shares $1,645,000 Debenture $625,000
Purchase and Sale and Purchase Price. 11 2.02 Closing.......................................................... 12 2.03 Pre-Closing Due Diligence Investigations......................... 12 2.04
Purchase and Sale and Purchase Price. (1) The Vendor shall sell the Shares to the Purchaser and the Purchaser shall purchase the Shares from the Vendor for a total purchase price of $13,000,000 (hereinafter referred to as the "Purchase Price"), subject to the adjustments provided for in paragraph 2.03 and upon and subject to the other terms and conditions hereof.
(2) The Purchase Price shall be paid and satisfied by certified cheque or wire transfer payable in Montreal, Quebec to or to the order of the Vendor and delivered by the Purchaser, or pursuant to its direction, to the Vendor at the Time of Closing against delivery to the Purchaser of a share certificate or certificates evidencing the Shares duly endorsed for transfer to the Purchaser.
Purchase and Sale and Purchase Price. (a) The Vendors shall sell the Shares to the Purchaser and the Purchaser shall purchase the Shares from the Vendors for a total purchase price which is the amount that is equal to the result of subtracting (i) the Selling Expenses from (ii) $1,500,000 (such result is hereinafter referred to as the "Purchase Price") upon and subject to the terms and conditions hereof.
(b) The Purchase Price shall be paid and satisfied by issuance to each of the Vendors on Closing such Vendor's Sharing Percentage of that number of LML Shares that equals the amount that is equal to the product of dividing (i) the Purchase Price by (ii) the LML Share Closing Value rounded down to the nearest whole number.
