Common use of Purchase and Sale of Interests Clause in Contracts

Purchase and Sale of Interests. Subject to the terms and conditions set forth in this Agreement and in reliance upon NSAC's and Purchaser's representations set forth below, on the Closing Date (as defined below) NSAC shall sell to Purchaser, and Purchaser shall purchase from NSAC, the Interests for (i) $68,850,000 in cash plus an amount equal to 25% of the net proceeds (the "25% Offering Proceeds"), if any, received by Purchaser in the initial underwritten offering conducted pursuant to the terms of that certain Registration Rights Agreement (the "WNP RRA") between Purchaser and certain stockholders of WNP Communications, Inc., dated January 14, 1999 (the "WNP Initial Offering") (the "Monetary Purchase Price") plus (ii) an additional $68,850,000 less the 25% Offering Proceeds, if any, to be payable, at Purchaser's election, either in (A) cash, (B) shares of Purchaser's Class A Common Stock, par value $.02 per share ("Purchaser Common Stock") or (C) any combination of cash and shares of Purchaser Common Stock (the "Remaining Purchase Price"). Such sale and purchase shall be effected on the Closing Date by NSAC executing and delivering to Purchaser an Assignment of Interests in the form attached hereto as Exhibit B against payment or delivery as appropriate, by Purchaser to NSAC of the Monetary Purchase Price and the Remaining Purchase Price. Purchaser shall pay the Monetary Purchase Price and such portion of the Remaining Purchase Price that Purchaser elects to pay in cash by wire transfer of immediately available funds to such account as NSAC shall designate, with such designation to occur not less than three (3) Business Days prior to the Closing Date. Purchaser shall deliver shares of Purchaser Common Stock to NSAC having a value (determined as provided in the next sentence) equal to the balance, if any, of the Remaining Purchase Price not paid in cash. Each share of Purchaser Common Stock so delivered shall be deemed to have a value equal to its Volume-Weighted Average Trading Price (as defined below) for the twenty trading days preceding (but not including) the Closing Date hereunder (with appropriate adjustments for any stock splits, stock dividends or the like that may occur during such period).

Purchase and Sale of Interests. Subject to the terms and conditions set forth in of this Agreement and in reliance upon NSAC's and Purchaser's representations set forth belowAgreement, on effective as of the Closing Date (as defined below) NSAC shall sell to PurchaserEffective Time, and Purchaser shall purchase from NSAC, the Interests for (i) $68,850,000 the LP Sellers will sell, assign, transfer, convey and deliver unto US Buyer, and US Buyer will, and Buyer Parent will cause US Buyer to, purchase, accept and acquire from LP Sellers all of LP Sellers’ right, title and interest in cash plus an amount equal to 25% of the net proceeds (the "25% Offering Proceeds"), if any, received by Purchaser in the initial underwritten offering conducted pursuant and to the terms LP Interests, free and clear of that certain Registration Rights Agreement (the "WNP RRA") between Purchaser and certain stockholders of WNP Communicationsall Encumbrances other than Permitted Interest Encumbrances, Inc., dated January 14, 1999 (the "WNP Initial Offering") (the "Monetary Purchase Price") plus (ii) an additional Xxxxxx Xxxxxxx will sell, assign, transfer, convey and deliver unto US Buyer, and US Buyer will, and Buyer Parent will cause US Buyer to, purchase, accept and acquire from Xxxxxx Xxxxxxx all of Xxxxxx Xxxxxxx’x right, title and interest in and to the GP Securities, free and clear of all Encumbrances other than Permitted Interest Encumbrances, and (iii) Xxxxxx Xxxxxxx will sell, assign, transfer, convey and deliver unto Canada Buyer, and Canada Buyer will, and Buyer Parent will cause Canada Buyer to, purchase, accept and acquire from Xxxxxx Xxxxxxx all of Xxxxxx Xxxxxxx’x right, title and interest in and to the MOTC Shares, free and clear of all Encumbrances other than Permitted Interest Encumbrances, in exchange for aggregate consideration of (a) three hundred and thirty-four million and four hundred and ninety-four thousand and two hundred and twenty-five and 00/100 Dollars ($68,850,000 less 334,494,225.00), as adjusted pursuant to Section 1.2 and Section 1.3 (the 25% Offering Proceeds, if any, to be payable, at Purchaser's election, either in “Cash Purchase Price”) and (Ab) cash, five million (B5,000,000) shares of Purchaser's Class A Common Stock, par value $.02 per share ("Purchaser Common Stock") or (C) any combination of cash and shares of Purchaser Buyer Parent Common Stock (the "Remaining “Share Purchase Price"” and, together with the Cash Purchase Price, the “Purchase Price”). Such sale and purchase shall be effected on the Closing Date by NSAC executing and delivering to Purchaser an Assignment of Interests in the form attached hereto as Exhibit B against payment or delivery as appropriate, by Purchaser to NSAC of the Monetary The Share Purchase Price and the Remaining Purchase Price. Purchaser shall pay the Monetary Cash Purchase Price and such portion shall be apportioned among the Sellers in accordance with Schedule 1.1. The number of shares of Buyer Parent Common Stock constituting the Remaining Share Purchase Price that Purchaser elects shall be proportionately adjusted to pay in cash by wire transfer reflect any stock split, combination of immediately available funds to such account as NSAC shall designateshares, with such designation to occur not less than three (3) Business Days stock dividend or other similar event affecting the Buyer Parent Common Stock occurring after the date of this Agreement and prior to the Closing Date. Purchaser shall deliver shares of Purchaser Common Stock to NSAC having a value (determined as provided in the next sentence) equal to the balance, if any, of the Remaining Purchase Price not paid in cash. Each share of Purchaser Common Stock so delivered shall be deemed to have a value equal to its Volume-Weighted Average Trading Price (as defined below) for the twenty trading days preceding (but not including) the Closing Date hereunder (with appropriate adjustments for any stock splits, stock dividends or the like that may occur during such period)Effective Time.

Purchase and Sale of Interests. Subject to the terms and conditions set forth of ------------------------------ this Agreement, the Purchaser agrees to purchase at the Closing (as defined below), and the Limited Partnership, the General Partner, the Stockholders and the Limited Partners agree to sell to the Purchaser at the Closing, (a) in this Agreement and in reliance upon NSAC's and the case of Purchaser's representations set forth belowelection to consummate an Equity Purchase Transaction, all of the Limited Partnership's limited partnership interests outstanding as of the Closing (the "LP Interests") and all outstanding capital stock of the General ------------ Partner (the "GP Shares"), and (b) in the case of Purchaser's election to --------- consummate an Asset Purchase Transaction, all of the Limited Partnership's rights, title and interest in and to all of the assets, properties, business and liabilities (other than the rights and liabilities of the Limited Partnership and General Partner hereunder) owned, held or used in the conduct of such business by the Limited Partnership as the same shall exist on the Closing Date (as defined below) NSAC shall sell to Purchaserthe "Purchased Assets" and, together with the LP Interests and Purchaser shall the GP Shares, ---------------- the "Purchased Interests"), in each case in exchange for an aggregate purchase from NSAC, the Interests for ------------------- price (i) $68,850,000 6,162,000 in cash plus an amount equal to 25% of the net proceeds (the "25% Offering ProceedsCash Consideration"), if any(ii) 300,000 shares of ------------------ Common Stock of Parent, received by Purchaser in (such stock of Parent, the initial underwritten offering conducted "Parent Stock") and (iii) and ------------ a contingent earn-out payment calculated and payable pursuant to the terms of that certain Registration Rights Agreement Section 2.4 (the "WNP RRA") between Purchaser and certain stockholders of WNP Communications, Inc., dated January 14, 1999 (the "WNP Initial Offering") (the "Monetary Purchase Price") plus (ii) an additional $68,850,000 less the 25% Offering Proceeds, if any, to be payable, at Purchaser's election, either in (A) cash, (B) shares of Purchaser's Class A Common Stock, par value $.02 per share ("Purchaser Common Stock") or (C) any combination of cash and shares of Purchaser Common Stock (the "Remaining Purchase PriceEarn-Out Payment"). Such sale Each Limited Partner and purchase each Stockholder hereby ---------------- acknowledges and agrees that (x) the Limited Partners shall be effected on receive solely Cash Consideration, but no Parent Stock, in exchange for the Closing Date Purchased Interests being tendered by NSAC executing them, (y) the Stockholders shall receive a combination of both Cash Consideration and delivering to Purchaser an Assignment Parent Stock in exchange for the Purchased Interests being tendered by them, and (z) such distribution of Interests Cash Consideration and Parent Stock shall satisfy all distribution and other requirements set forth in the form attached hereto as Exhibit B against payment or delivery as appropriate, by Purchaser to NSAC Certificate of Limited Partnership and Limited Partnership Agreement of the Monetary Purchase Price Limited Partnership and applicable to or triggered by the Remaining Purchase Price. Purchaser shall pay the Monetary Purchase Price and such portion of the Remaining Purchase Price that Purchaser elects to pay in cash by wire transfer of immediately available funds to such account as NSAC shall designate, with such designation to occur not less than three (3) Business Days prior to the Closing Date. Purchaser shall deliver shares of Purchaser Common Stock to NSAC having a value (determined as provided in the next sentence) equal to the balance, if any, of the Remaining Purchase Price not paid in cash. Each share of Purchaser Common Stock so delivered shall be deemed to have a value equal to its Volume-Weighted Average Trading Price (as defined below) for the twenty trading days preceding (but not including) the Closing Date hereunder (with appropriate adjustments for any stock splits, stock dividends or the like that may occur during such period)Purchase.

Purchase and Sale of Interests. (a) Subject to the terms and conditions set forth in this Agreement and in reliance upon NSAC's and Purchaser's representations set forth belowAgreement, on at the Closing Date (as defined below) NSAC shall sell to PurchaserClosing, and Purchaser the Buyer shall purchase from NSACthe Seller, and the Seller shall sell and transfer to the Buyer, 100% of the Interests, free and clear of any Liens, including all rights to receive distributions of money, profits and other assets of or relating to the Interests. The aggregate purchase price for the Interests for being purchased hereunder (the "Purchase Price") shall consist of (i) cash in the amount of EIGHTY MILLION DOLLARS ($68,850,000 80,000,000) (the "Base Cash Amount"), plus (ii) cash in cash plus an amount equal to 25% of the net proceeds Contracts Capital Expenditures (together with the Base Cash Amount, the "25% Offering ProceedsCash Consideration"), plus (iii) the Buyer Initial Shares, plus (iv) if any, received the Additional Customer Contract has been executed by Purchaser in the initial underwritten offering conducted pursuant Company and the counterparty thereto prior to the terms of that certain Registration Rights Agreement (Closing Date, the "WNP RRA") between Purchaser and certain stockholders of WNP Communications, Inc., dated January 14, 1999 (the "WNP Initial Offering") (the "Monetary Buyer Additional Shares. The Purchase Price") plus (ii) an additional $68,850,000 less , as adjusted by Section 3.1(a), shall be paid by the 25% Offering Proceeds, if any, to be payable, at Purchaser's election, either in Buyer as follows: (A) cashthe Cash Consideration, (B) shares of Purchaser's Class A Common Stock, par value $.02 per share ("Purchaser Common Stock") or (C) any combination of cash and shares of Purchaser Common Stock (the "Remaining Purchase Price"). Such sale and purchase shall be effected on the Closing Date by NSAC executing and delivering to Purchaser an Assignment of Interests in the form attached hereto as Exhibit B against payment or delivery as appropriate, by Purchaser to NSAC of the Monetary Purchase Price and the Remaining Purchase Price. Purchaser shall pay the Monetary Purchase Price and such portion of the Remaining Purchase Price that Purchaser elects to pay in cash by wire transfer of immediately available funds to such account as NSAC shall designatethe Seller shall, with such designation to occur not less than three (3) two Business Days prior to the Closing Date. Purchaser shall deliver shares , designate in writing to the Buyer, and (B) the Buyer Shares, by delivery of Purchaser Common Stock to NSAC having a value (determined as provided stock certificates issued in the next sentence) equal to the balance, if any, name of the Remaining Seller representing such Buyer Shares. The Purchase Price not paid in cash. Each share of Purchaser Common Stock so delivered shall be deemed subject to have a value equal to its Volume-Weighted Average Trading Price (as defined below) for further adjustment in accordance with the twenty trading days preceding (but not including) provisions of Section 3 hereof. If the Company enters into the Additional Customer Contract with the counterparty thereto following the Closing Date hereunder but prior to the date that is six months after the Closing Date, then the Buyer shall, within five (with appropriate adjustments for any 5) Business Days of the execution thereof, issue to the Seller the Buyer Additional Shares by delivery of a stock splits, stock dividends or certificate issued in the like that may occur during name of the Seller representing such period)Buyer Additional Shares.