Purchase and Sale of Shares Purchase Price. (a) Section 2.2(b) of the Agreement is deleted in its entirety, and the following is substituted in replacement: Subject to the prior and due and complete exercise by the Optionee of the 25% Option in accordance with the paragraph before, the Optionee may exercise the second twenty-five percent (25%) option to acquire an additional 25% interest in the Mineral Rights, in accordance with the terms set out below (hereinafter, the “50% Option”). In order to exercise the 50% Option, the Optionee shall:
(i) have exercised and completed the 25% Option within 6 months from the Effective Date or as soon as practicable thereafter;
(ii) have issued 2,000,000 Optionee Shares to the order and the direction of the Optionor, or whoever persons the Optionor indicates, within 6 months from the Effective Date or as soon as practicable thereafter; and
(iii) pay to the order and the direction of the Optionor $750,000 (United States Dollars Seven Hundred and Fifty Thousand) within 13 months from the Effective Date or as soon as practicable thereafter; and
(iv) issue 500,000 Optionee Shares to the order and the direction of the Optionor, or whoever persons the Optionor indicates, within 13 months from the Effective Date or as soon as practicable thereafter. For the purposes of this Agreement the Optionee is deemed to have fully exercised the 50% Option only once all three obligations described above in points (i), (ii), (iii) and (iv) have been completed. Upon exercise of the 50% Option by the Optionee, the Optionor will immediately proceed to transfer to Optionee, or to the person the Optionee indicates, an additional 25% of all the outstanding shareholding in BACON HILL.
(b) Section 2.2(c) of the Agreement is deleted in its entirety, and the following is substituted in replacement: Subject to the prior and due and complete exercise by the Optionee of the 50% Option in accordance with the paragraph before, the Optionee may exercise the third twenty-five percent (25%) option to acquire an additional 25% interest in the Mineral Rights, in accordance with the terms set out below (hereinafter, the “75% Option”). In order to exercise the 75% Option the Optionee shall:
(i) have exercised and completed the 50% Option within 13 months as from the Effective Date or as soon as practicable thereafter;
(ii) issue 2,000,000 Optionee Shares to the order and the direction of the Optionor, or whoever persons the Optionor indicates, within 13 months as from the Effective Date or as soon as pra...
Purchase and Sale of Shares Purchase Price. At or before the Closing, the Company shall adopt and file with the Secretary of State of Delaware a Certificate of Designation relating to the Series G Preferred in the form attached hereto as EXHIBIT A. Subject to the terms and conditions hereof, the Company shall issue and deliver to Medtronic, and Medtronic shall purchase from the Company, 50,000 shares of Series G Preferred (the "Purchased Shares"), which shall have a face value and purchase price of $100 per share and an aggregate purchase price of $5,000,000. As described in the Certificate of Designation, the Purchased Shares shall initially be convertible into shares of Common Stock based on a price per share of Common Stock of $7.75. Certificates representing the Purchased Shares shall be issued on the Closing Date in form acceptable to Medtronic and its counsel.
Purchase and Sale of Shares Purchase Price. (a) On the terms and subject to the conditions set forth in this Agreement, Seller hereby agrees to sell to Purchaser, and Purchaser hereby agrees to purchase from Seller, at the Closing (as hereinafter defined), the Seller Shares.
(b) The total purchase price to be paid by Purchaser for the Seller Shares (the "Purchase Price") shall be $131,250,000 plus the Additional Consideration (as hereinafter defined), which Purchase Price shall be payable (i) $125,000,000 in U.S. dollars in immediately available funds, and (ii) the remainder by delivery of Subordinated Notes with an original issue price of $6,250,000.
(c) Any funds held pursuant to the Escrow Agreement (as defined in the CAC Subscription Agreement) at the termination thereof following the distribution to CAC of all payments therefrom to which it is entitled shall be distributed by the escrow agent in the manner to be determined by the members of Seller, which distribution of the remaining funds held pursuant to the Escrow Agreement shall constitute additional consideration for the Seller Shares (the "Additional Consideration")."
Purchase and Sale of Shares Purchase Price. (a) Section 2.2(c) of the Agreement is hereby deleted in its entirety.
(b) Section 2.2(d) of the Agreement is hereby deleted in its entirety and the following is substituted in replacement: Subject to the prior and due and complete exercise by the Optionee of the 50% Option in accordance with the paragraph before, the Optionee may exercise the third and fourth, twenty-five percent (25%) options to acquire an additional fifty percent (50%) interest in the Mineral Rights, in accordance with the terms set out below (hereinafter, the “100% Option”). In order to exercise the 100% Option, the Optionee shall within five (5) business days of the Amendment Effective Date:
(i) pay to the order and direction of the Optionor $1,000,000 (United States Dollars One Million);
(ii) issue a total of six million (6,000,000) Optionee Shares to the order and the direction of Optionor, or whoever persons the Optionor indicates, of which two million (2,000,000) Optionee Shares are acknowledged by Optionor to have been previously issued in November 2009; and
(iii) issue a convertible note for $7,000,000 (United States Dollars Seven Million) to the order and the direction of Optionor in the form set forth on Exhibit A hereto (the “Convertible Note”). For the purposes of this Agreement, the Optionee is deemed to have fully exercised the 100% Option only once all of the obligations described in points (i), (ii), and (iii) above have been completed. Upon exercise of the 100% Option by the Optionee, the Optionor will immediately proceed to transfer to Optionee, or to the person the Optionee indicates, the final and remaining 50% of all the outstanding shareholding in BACON HILL. Additionally, upon the exercise of the 100% Option, the Optionor shall become holder of the one (1) share that it currently holds in XXXXXX XXXXXXX as nominee and on trust for the exclusive and sole benefit and interest of the Optionee. The Optionor hereby undertakes to the Optionee at all times to exercise all rights in respect of the share that it holds in XXXXXX XXXXXXX strictly in accordance with the Optionee instructions. Upon completion of the 100% Option, the Optionee shall be the owner of one hundred percent (100%) undivided interest in the Mineral Rights through the direct ownership of 100% of the outstanding shareholding of BACON HILL and indirect ownership of 100% of the outstanding shareholding of XXXXXX XXXXXXX.
Purchase and Sale of Shares Purchase Price. Section 2.1 Purchase and Sale of Shares Section 2.2 Purchase Price Section 2.3 Deposit Section 2.4 Post-Closing Adjustment to Purchase Price Section 2.5 Excluded Assets Section 2.6 Allocation of Purchase Price
Purchase and Sale of Shares Purchase Price. Purchase and Sale of Shares........................................... 9 2.2.
Purchase and Sale of Shares Purchase Price. Subject to the terms and conditions of this Agreement, at the Closing (as such term is hereinafter defined in Section 2.2), Seller will sell and transfer all of the Shares to Buyer, and Buyer will purchase the Shares from Seller for an aggregate purchase price (the “Purchase Price”) in an amount equal to (i) RAB’s total shareholders’ equity, determined in accordance with generally accepted accounting principles (“GAAP”) as of the end of the calendar month immediately preceding the month in which the Closing Date (as such term is hereinafter defined in Section 2.2) occurs, plus (ii) any amounts payable by Buyer pursuant to Section 6.4 of this Agreement (relating to the Flushing Branch office location of RAB), to be paid as follows:
(a) $3,750,000.00 in cash by wire transfer of immediately available funds concurrently with the execution of this Agreement;
(b) a credit in the amount of $250,000.00 for the downpayment previously paid by Buyer in connection with that certain stock purchase agreement, dated September 24, 2009, as amended;
(c) a credit for the positive difference between the outstanding loan amount and the amount reserved therefor (inclusive of amounts charged-off and unapplied interest payments) as of the end of the calendar month immediately preceding the month in which the Closing Date occurs with respect to the following loans:
(i) Note No: 500181;
(ii) Note No: 500421;
(iii) Note No: 500385; and
(iv) Note No: 500341; which loans (including all documentation and collateral and related specific reserves) will be assigned to RBA at Closing; and
(d) the balance of the Purchase Price in cash by wire transfer of immediately available funds at Closing. By way of clarification, no consideration shall be payable for any shares of Common Stock owned by Shin at the Closing Date, which shares of Common Stock shall remain issued and outstanding after the Closing Date and which shares of Common Stock shall not be deemed to be part of or included in the Contemplated Transactions.
Purchase and Sale of Shares Purchase Price. On the Closing Date (as defined herein) and subject to the terms and conditions set forth in this Agreement and in Section 5.13 of the Standstill Agreement, KACALP and the Buying KACALP Persons hereby agree to purchase from Saba and the Selling Saba Entities, and Saba and the Selling Saba Entities hereby agree to sell, assign, convey, transfer and deliver to KACALP and the Buying KACALP Persons, the Purchased Shares set forth opposite such Party's name on Exhibit A or Exhibit B, as applicable, free and clear of all taxes, debts, claims, judgments, liens or encumbrances.
Purchase and Sale of Shares Purchase Price. (a) Section 2.2(b) of the Agreement is deleted in its entirety, and the following is substituted in replacement:
Purchase and Sale of Shares Purchase Price. 1
1.1 Purchase and Sale of Shares; Purchase Price 1
1.2 Purchase Price for Shares 1
1.3 Working Capital Adjustment 1
1.4 Earnout 2 1.5 Seller’s Obligation to Pay Excluded Debt and Selling Expenses 3 SECTION 2 THE CLOSING; CLOSING DELIVERIES 3
2.1 Deliveries at the Closing 3 2.2 Effective Time 4 SECTION 3 REPRESENTATIONS AND WARRANTIES OF SELLER 4 3.1 Disclosure Schedule 4 3.2 Corporate Matters 5 3.3 Non-Contravention 5 3.4 Capitalization 5 3.5 Financial Statements 6 3.6 Absence of Undisclosed Liabilities; Indebtedness 6
3.7 Assets 7 3.8 Transactions with Seller and Affiliates 7 3.9 Accounts Receivable 7
3.10 Intellectual Property Rights 7
3.11 Claims; Litigation 7 3.12 Tax Matters 8 3.13 Insurance 9
3.14 Employee Benefit Plans 9
3.15 Contracts and Commitments; No Default 10 3.16 Labor Matters 11 3.17 Compliance with Law and Permits 11 3.18 Governmental Approvals 12
