Purchase and Sale of Company Shares Purchase Price Sample Clauses

Purchase and Sale of Company Shares Purchase Price. On and subject to the terms and conditions of this Agreement, the Purchaser shall purchase from the Sellers, and the Sellers shall sell to the Purchaser, all of the Company Shares. The aggregate consideration for the purchase of the Company Shares and the other covenants and agreements of Sellers set forth in this Agreement (the "Purchase Price") shall be the sum of $1,855,000, subject to adjustment as hereinafter provided, plus an amount equal to the Seller Receivable as of the Closing Date. The Purchase Price shall be payable at the Closing by delivery by Purchaser of (i) cash in the amount of $1,655,000 plus the Seller Receivable, less the adjustments described below (the "Closing Payment") and (ii) Purchaser Notes in the aggregate original principal amount of $200,000 (the "Financed Amount"), against delivery by Sellers to Purchaser of all of the certificates representing the Company Shares, duly endorsed in blank and accompanied by separate stock powers executed in blank with signatures guaranteed. Each Seller shall receive such portion of the Closing Payment and a Purchase Note for the Financed Amount as is equal to the aggregate Purchase Price, divided by the total number of Company Shares outstanding, and multiplied by the number of Company shares set forth opposite such Seller's name on Schedule A, unless otherwise directed by Sellers in writing signed by all Sellers at or before Closing. Purchaser shall pay the Closing Payment to each Seller by wire transfer of immediately available funds to an account designated by such Seller in writing to Purchaser not later than five days prior to the Closing Date. Purchaser shall deliver the Purchaser Notes to the Atlanta office of Xxxxxx Xxxxxxxx, LLP to be held in escrow, pending completion of the audit referred to in §2(b) and any resulting adjustment of the Purchase Price, at which time such Purchaser Notes, or any replacement Purchaser Notes issued as a result of any adjustment of the Purchase Price, shall be delivered to Sellers.
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Purchase and Sale of Company Shares Purchase Price 
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Related to Purchase and Sale of Company Shares Purchase Price

  • Purchase and Sale of Company Shares Sale of Company Shares

  • Purchase and Sale of Purchased Shares At the Closing and on the terms and subject to the conditions set forth in this Agreement, Sellers shall sell and deliver to Purchaser, and Purchaser shall purchase from Sellers and pay therefor, the Purchased Shares, free and clear of any and all Encumbrances and in suitable form for transfer to Purchaser.

  • Purchase and Sale of Common Shares and Warrants (a)Purchase of Common Shares and Warrants. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly, shall purchase from the Company on the Closing Date (as defined below), the number of Common Shares as is set forth opposite such Buyer's name in column (4) on the Schedule of Buyers, along with the Warrants to acquire up to that number of Warrant Shares as is set forth opposite such Buyer's name in column (5) on the Schedule of Buyers (the “Closing”).

  • Purchase and Sale of Shares Closing Subject to the terms and conditions of this Agreement, the Company agrees to sell to Purchaser at the Closing, and Purchaser agrees to purchase from the Company at the Closing, 10,000,000 shares of Common Stock (the “Shares”), at a price per share of $6.00 (the “Purchase Price”). Subject to the satisfaction or waiver of the covenants and conditions set forth in Sections 2.3 and 2.4, the Closing shall occur on the date hereof at the offices of Xxxxxxxx & Xxxxxxxx or such other location as the parties shall mutually agree.

  • Purchase and Sale of the Purchased Shares On and subject to the terms and conditions set forth in this agreement, at Closing Seller shall sell to Purchaser, and Purchaser shall purchase from Seller, the Purchased Shares, free and clear of all Liens.

  • Purchase and Sale of Common Shares (a) Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties set forth in Schedule B to this Agreement, the Purchaser hereby agrees to purchase from the Company and the Company hereby agrees to sell to the Purchaser, on the Closing Date, 104,500,000 Common Shares (the “Purchased Shares”) at a price of $48.60 per Purchased Share for an aggregate purchase price of $5,078,700,000 (the “Share Purchase Price”).

  • Purchase and Sale of Shares and Warrants Subject to the satisfaction (or waiver) of the conditions to Closing set forth in this Agreement and the Escrow Agreement, each Subscriber shall purchase the Shares and Warrants for the portion of the Purchase Price indicated on the signature page hereto, and the Company shall sell such Shares and Warrants to the Subscriber. The Purchase Price for the Shares and Warrants shall be paid in cash. The entire Purchase Price shall be allocated to the Shares.

  • Purchase and Sale of the Shares and Warrants Subject to the terms and conditions of this Agreement, on the Closing Date, each of the Investors shall severally, and not jointly, purchase, and the Company shall sell and issue to the Investors, the Shares and Warrants in the respective amounts set forth opposite the Investors’ names on the signature pages attached hereto in exchange for the Purchase Price as specified in Section 3 below.

  • Purchase and Sale of Preferred Shares and Warrants 1.1.1. On or prior to the Initial Closing, as hereinafter defined, the Company shall adopt and file the Certificate of Designation with the Secretary of State of the State of Delaware and authorize, execute and deliver the Warrant Agreement.

  • Purchase and Sale; Purchase Price (a) Subject to the terms and conditions set forth herein, the Company shall issue and sell and the Purchaser shall purchase an aggregate principal amount of One Million Dollars ($1,000,000) (the "Purchase Price") of the Debentures, of which Five Hundred Thousand Five Hundred Dollars ($500,000) shall be attributable to the Debenture A and Five Hundred Thousand Dollars ($500,000) shall be attributable to the Debenture B. The Debentures shall have the respective rights, preferences and privileges as set forth in the respective Debentures annexed as EXHIBIT A-1 and EXHIBIT A-2.

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