Common use of Purchase and Sale of Shares held by Xxxx Xxxxxxx Clause in Contracts

Purchase and Sale of Shares held by Xxxx Xxxxxxx. (a) On the terms and subject to the conditions set forth in this Agreement, at the Closing, Xx. Xxxxxxx will sell, transfer and deliver to Buyer, and Buyer will purchase and accept from Xx. Xxxxxxx, all of Xx. Xxxxxxx’x rights, title and interest in and to the Shares held by Xx. Xxxxxxx (the “Xxxxxxx Shares”), free and clear of any Liens; provided, however, that Buyer shall execute and deliver a pledge agreement pledging the Shares as security for the payment of the Subsequent Xxxxxxx Closing Payment (as defined below), the Subsequent Non-Management Shareholders Closing Payment (as defined below) and the Subsequent Xxxxxxxxx Closing Payment (as defined below) (the “Pledge Agreement”). (b) In consideration for the sale and delivery to Buyer of the Xxxxxxx Shares, Buyer agrees to pay to Xx. Xxxxxxx an aggregate purchase price of $12,103,000 plus the Xxxxxxx Stock Consideration, as the same may be adjusted pursuant to the adjustment procedures described in Section 1.04 and Section 1.05, subject to Buyer’s rights of set-off as described in Article VIII (the “Xxxxxxx Purchase Price”), due and payable as follows: (i) at the Closing, Buyer will pay to Xx. Xxxxxxx $438,000 by wire transfer or other immediately available funds (the “Initial Xxxxxxx Closing Payment”); (ii) as soon as practicable following the Closing and in no event later than May 31, 2004, Buyer will pay to Xx. Xxxxxxx $8,415,000 by wire transfer or other immediately available funds (the “Subsequent Xxxxxxx Closing Payment”); (iii) upon the payment of the Subsequent Xxxxxxx Closing Payment, Buyer will deliver $1,250,000 by wire transfer or other immediately available funds (the “Escrow Fund”) to an institutional escrow agent with offices in Pittsburgh, Pennsylvania that is reasonably acceptable to Buyer and the Seller Representative (the “Escrow Agent”) to be held or disbursed in accordance with the terms of an Escrow Agreement, in substantially the form attached hereto as Exhibit B (the “Escrow Agreement”); (iv) at the Closing, Buyer will issue to Xx. Xxxxxxx 100,000 shares of non-registered common stock of Buyer (the “Xxxxxxx Stock Consideration”) and Buyer will direct its stock transfer agent to deliver to Xx. Xxxxxxx within five (5) business days of the Closing Date a certificate representing ownership by Xx. Xxxxxxx of the Xxxxxxx Stock Consideration; (v) on the date which is six (6) months following the Closing Date, Buyer will pay to Xx. Xxxxxxx $1,000,000 by wire transfer or other immediately available funds; and (vi) on the first anniversary after the Closing Date, Buyer will pay to Xx. Xxxxxxx $1,000,000 by wire transfer or other immediately available funds.”

Purchase and Sale of Shares held by Xxxx Xxxxxxx. (a) On the terms and subject to the conditions set forth in this Agreement, at the Closing, Xx. Xxxxxxx will sell, transfer and deliver to Buyer, and Buyer will purchase and accept from Xx. Xxxxxxx, all of Xx. Xxxxxxx’x rights, title and interest in and to the Shares held by Xx. Xxxxxxx (the “Xxxxxxx Shares”), free and clear of any Liens; provided, however, that Buyer shall execute and deliver a pledge agreement pledging the Shares as security for the payment of the First and Second Subsequent Xxxxxxx Closing Payment Payments (as defined below), the Subsequent Non-Management Shareholders Closing Payment (as defined below) and the Subsequent Xxxxxxxxx Closing Payment (as defined below) (the “Pledge Agreement”). (b) In consideration for the sale and delivery to Buyer of the Xxxxxxx Shares, Buyer agrees to pay to Xx. Xxxxxxx an aggregate purchase price of $12,103,000 12,453,000 plus the Xxxxxxx Stock Consideration, as the same may be adjusted pursuant to the adjustment procedures described in Section 1.04 and Section 1.05, subject to Buyer’s rights of set-off as described in Article VIII (the “Xxxxxxx Purchase Price”), due and payable as follows: (i) at the Closing, Buyer will pay to Xx. Xxxxxxx $438,000 by wire transfer or other immediately available funds (the “Initial Xxxxxxx Closing Payment”); (ii) as soon as practicable following the Closing and in no event later than May 31June 28, 2004, Buyer will pay $1,350,000 to Xx. Xxxxxxx by wire transfer or other immediately available funds (the “First Subsequent Xxxxxxx Closing Payment”); (iii) as soon as practicable following the Closing and in no event later than July 12, 2004, Buyer will pay to Xx. Xxxxxxx $8,415,000 7,715,000 by wire transfer or other immediately available funds (the “Second Subsequent Xxxxxxx Closing Payment”); (iiiiv) upon the payment of the Second Subsequent Xxxxxxx Closing Payment, Buyer will deliver $1,250,000 by wire transfer or other immediately available funds (the “Escrow Fund”) to an institutional escrow agent with offices in Pittsburgh, Pennsylvania that is reasonably acceptable to Buyer and the Seller Representative (the “Escrow Agent”) to be held or disbursed in accordance with the terms of an Escrow Agreement, in substantially the form attached hereto as Exhibit B (the “Escrow Agreement”); (ivv) at the Closing, Buyer will issue to Xx. Xxxxxxx 100,000 shares of non-registered common stock of Buyer (the “Xxxxxxx Stock Consideration”) and Buyer will direct its stock transfer agent to deliver to Xx. Xxxxxxx within five (5) business days of the Closing Date a certificate representing ownership by Xx. Xxxxxxx of the Xxxxxxx Stock Consideration; (vvi) on the date which is six (6) months following the Closing Date, Buyer will pay to Xx. Xxxxxxx $1,000,000 by wire transfer or other immediately available funds; and (vivii) on the first anniversary after the Closing Date, Buyer will pay to Xx. Xxxxxxx $1,000,000 by wire transfer or other immediately available funds.”

Purchase and Sale of Shares held by Xxxx Xxxxxxx. (a) On the terms and subject to the conditions set forth in this Agreement, at the Closing, Xx. Xxxxxxx will sell, transfer and deliver to Buyer, and Buyer will purchase and accept from Xx. Xxxxxxx, all of Xx. Xxxxxxx’x rights, title and interest in and to the Shares held by Xx. Xxxxxxx (the “Xxxxxxx Shares”), free and clear of any Liens; provided, however, that Buyer shall execute and deliver a pledge agreement pledging the Shares as security for the payment of the Subsequent Xxxxxxx Closing Payment (as defined below), the Subsequent Non-Management Shareholders Closing Payment (as defined below) and the Subsequent Xxxxxxxxx Closing Payment (as defined below) (the “Pledge Agreement”). (b) In consideration for the sale and delivery to Buyer of the Xxxxxxx Shares, Buyer agrees to pay to Xx. Xxxxxxx an aggregate purchase price of $12,103,000 12,303,000 plus the Xxxxxxx Stock Consideration, as the same may be adjusted pursuant to the adjustment procedures described in Section 1.04 and Section 1.05, subject to Buyer’s rights of set-off as described in Article VIII (the “Xxxxxxx Purchase Price”), due and payable as follows: (i) at the Closing, Buyer will pay to Xx. Xxxxxxx $438,000 by wire transfer or other immediately available funds (the “Initial Xxxxxxx Closing Payment”); (ii) as soon as practicable following the Closing and in no event later than May 31June 14, 2004, Buyer will pay to Xx. Xxxxxxx $8,415,000 8,615,000 by wire transfer or other immediately available funds (the “Subsequent Xxxxxxx Closing Payment”); (iii) upon the payment of the Subsequent Xxxxxxx Closing Payment, Buyer will deliver $1,250,000 by wire transfer or other immediately available funds (the “Escrow Fund”) to an institutional escrow agent with offices in Pittsburgh, Pennsylvania that is reasonably acceptable to Buyer and the Seller Representative (the “Escrow Agent”) to be held or disbursed in accordance with the terms of an Escrow Agreement, in substantially the form attached hereto as Exhibit B (the “Escrow Agreement”); (iv) at the Closing, Buyer will issue to Xx. Xxxxxxx 100,000 shares of non-registered common stock of Buyer (the “Xxxxxxx Stock Consideration”) and Buyer will direct its stock transfer agent to deliver to Xx. Xxxxxxx within five (5) business days of the Closing Date a certificate representing ownership by Xx. Xxxxxxx of the Xxxxxxx Stock Consideration; (v) on the date which is six (6) months following the Closing Date, Buyer will pay to Xx. Xxxxxxx $1,000,000 by wire transfer or other immediately available funds; and (vi) on the first anniversary after the Closing Date, Buyer will pay to Xx. Xxxxxxx $1,000,000 by wire transfer or other immediately available funds.”

Purchase and Sale of Shares held by Xxxx Xxxxxxx. (a) On the terms and subject to the conditions set forth in this Agreement, at the Closing, Xx. Xxxxxxx will sell, transfer and deliver to Buyer, and Buyer will purchase and accept from Xx. Xxxxxxx, all of Xx. Xxxxxxx’x rights, title and interest in and to the Shares held by Xx. Xxxxxxx (the “Xxxxxxx Shares”), free and clear of any Liens; provided, however, that Buyer shall execute and deliver a pledge agreement pledging the Shares as security for the payment of the Subsequent Xxxxxxx Closing Payment (as defined below), the Subsequent Non-Management Shareholders Closing Payment (as defined below) and the Subsequent Xxxxxxxxx Closing Payment (as defined below) (the “Pledge Agreement”). (b) In consideration for the sale and delivery to Buyer of the Xxxxxxx Shares, Buyer agrees to pay to Xx. Xxxxxxx an aggregate purchase price of $12,103,000 plus the Xxxxxxx Stock Consideration, as the same may be adjusted pursuant to the adjustment procedures described in Section 1.04 and Section 1.05, subject to Buyer’s rights of set-off as described in Article VIII (the “Xxxxxxx Purchase Price”), due and payable as follows: (i) at the Closing, Buyer will pay to Xx. Xxxxxxx $438,000 8,853,000 by wire transfer or other immediately available funds (the “Initial Xxxxxxx Closing Payment”)funds; (ii) as soon as practicable following at the Closing and in no event later than May 31, 2004, Buyer will pay to Xx. Xxxxxxx $8,415,000 by wire transfer or other immediately available funds (the “Subsequent Xxxxxxx Closing Payment”); (iii) upon the payment of the Subsequent Xxxxxxx Closing PaymentClosing, Buyer will deliver $1,250,000 by wire transfer or other immediately available funds (the “Escrow Fund”) to an institutional escrow agent with offices in Pittsburgh, Pennsylvania that is reasonably acceptable to Buyer and the Seller Representative (the “Escrow Agent”) to be held or disbursed in accordance with the terms of an Escrow Agreement, in substantially the form attached hereto as Exhibit B (the “Escrow Agreement”); (iviii) at the Closing, Buyer will issue and deliver to Xx. Xxxxxxx 100,000 shares of non-registered common stock of Buyer (the “Xxxxxxx Stock Consideration”) and Buyer will direct its stock transfer agent to deliver to Xx. Xxxxxxx within five (5) business days of the Closing Date a certificate representing ownership by Xx. Xxxxxxx of the Xxxxxxx Stock Consideration); (viv) on the date which is six (6) months following the Closing Date, Buyer will pay to Xx. Xxxxxxx $1,000,000 by wire transfer or other immediately available funds; and (viv) on the first anniversary after the Closing Date, Buyer will pay to Xx. Xxxxxxx $1,000,000 by wire transfer or other immediately available funds.”