Purchase and Sale; Purchase Price. 2.1 Subject to the terms and conditions contained herein, Seller agrees to sell the Subject Property to Purchaser and Purchaser agrees to purchase the Subject Property from Seller. The purchase price (“Purchase Price”) for the Subject Property shall, subject to the provisions contained in this Agreement, be an amount equal to $4,700,000.00, plus or minus prorations. The Purchase Price will be payable at Closing, plus or minus prorations, credits and adjustments as hereinafter set forth.
2.2 To secure Purchaser’s prompt and faithful performance of its obligations hereunder, simultaneously with the execution of this Agreement, Purchaser will deposit with Grubb&Ellis|Coldstream Real Estate Advisors, Inc. (“Coldstream”) on the first business day after Purchaser’s receipt of this Agreement signed by Seller, xxxxxxx money in the amount of $25,000.00 (the “Xxxxxxx Money”). In the event Purchaser has not terminated this Agreement on or prior to the 30th (or 45th, if Purchaser has exercised the extension right set forth in Paragraph
4.1 below) day after the Document Receipt Date (as defined below), Purchaser shall deposit an additional $75,000.00 with Coldstream (such amount shall be deemed to be part of the Xxxxxxx Money). The Xxxxxxx Money shall be invested in a federally insured interest-bearing account, and all interest thereon shall be credited against the Purchase Price unless Purchaser defaults hereunder and does not cure such default within the time permitted by Paragraph 7.1 hereof, in which event such interest shall become the property of Seller. The Xxxxxxx Money shall be applied to Purchaser’s payment obligations under Paragraph 2.1 above.
Purchase and Sale; Purchase Price. (a) Subject to the terms and conditions set forth herein, the Company shall issue and sell and the Purchasers shall purchase an aggregate principal amount of One Million Dollars ($1,000,000) (the "Purchase Price") of the Debentures. The Debentures shall have the respective rights, preferences and privileges as set forth in the respective Debentures annexed as EXHIBIT A-1, EXHIBIT A-2, EXHIBIT A-3 and EXHIBIT A-4 hereto.
(x) Xxx Xxxxxxxe Price shall be paid and attributable as follows:
(i) for the First Debenture A and First Debenture B aggregate cash in the amount of Five Hundred Thousand Dollars ($500,000); and
(ii) for the First Debenture C and First Debenture D, one promissory note of the Purchasers in the aggregate principal amount of Five Hundred Thousand Dollars ($500,000) annexed hereto as EXHIBIT K (the "Note"), to be paid in accordance with the terms of the Note.
Purchase and Sale; Purchase Price. Seller hereby agrees to sell and convey the Property to Purchaser and Purchaser hereby agrees to purchase the Property from Seller, at and for a purchase price of $ (the “Purchase Price”)
Purchase and Sale; Purchase Price. (a) Subject to the terms and conditions set forth herein, the Target Company shall issue and sell and Xxxxxxx shall purchase Eight Million (8,000,000) shares of the Target Company's Common Stock (the "Consideration Stock").
(b) The total purchase price (the "Total Purchase Price") shall be the number of shares of Consideration Stock multiplied by a Price per share of Common Stock at seventy cents ($0.70).
(c) The Total Purchase Price shall be paid by delivery to the Target Company of the number of Xxxxxxx Shares (the "Xxxxxxx Consideration Shares") equal to the Total Purchase Price divided by the conversion rate of the British Pound Sterling to purchase US Dollars as determined below on the July 30,
Purchase and Sale; Purchase Price. 8 (a) Purchase............................................................8 (b) Form of Payment.....................................................9 (c) Closing.............................................................9
Purchase and Sale; Purchase Price. (a) Subject to the terms and conditions set forth in this Agreement, Seller shall sell to Purchaser, and Purchaser shall accept from Seller, the Shares in exchange for $1,543 (the “Purchase Price”).
(b) The Shares shall be sold, assigned and transferred to and purchased by Purchaser upon execution of this Agreement, as of the date first indicated above (the “Closing”), in consideration for the Purchase Price.
Purchase and Sale; Purchase Price. Allocation and Other Related Matters 17 2.1 Purchase and Sale 17 2.2 Purchase Price 17 2.3 Estimated Purchase Price 18 2.4 Payment of the Purchase Price 18 2.5 Earnout 19 2.6 Closing Balance Sheet 24 2.7 Purchase Price Settlement 25 2.8 Indemnification Escrow Funds 25 2.9 Transfer Taxes and Vehicle Registration Fees 25 2.10 Allocation 26 2.11 Withholding 26 ARTICLE III Closing and Closing Date Deliveries 26 3.1 Closing 26 3.2 Closing Deliveries by Seller 26 3.3 Closing Deliveries by Purchaser 28 3.4 Cooperation 29 ARTICLE IV Pre-Closing Filings 29 4.1 Government Filings 29 ARTICLE V Pre-Closing Covenants 31 5.1 Due Diligence Review 31 5.2 Maintenance of Business and Notice of Changes 31 5.3 Pending Closing 31 5.4 Consents 33 5.5 Commercially Reasonable Efforts to Close 33 ARTICLE VI Financial Statements; Disclosure Schedule 34 6.1 Pre-Signing Deliveries 34 ARTICLE VII Representations and Warranties of Seller 34 7.1 Due Organization; Equity Interests 34 7.2 Authority 35
Purchase and Sale; Purchase Price. (a) Subject to the terms and conditions set forth herein, the Target Company shall issue and sell and Seaside shall purchase eleven million (11,000,000) shares of the Target Company's Common Stock (the "Consideration Stock").
(b) The total purchase price (the "Total Purchase Price") shall be the number of shares of Consideration Stock multiplied by the average of the Closing Bid Price per share of Common Stock during the ten (10) Trading Days immediately preceding July 30, 2004, or the ten (10) Trading Days immediately preceding September 30, 2004, whichever is less.
(c) The Total Purchase Price shall be paid by delivery to the Target Company of the number of Seaside Shares (the "Seaside Consideration Shares") equal to the Total Purchase Price divided by the conversion rate of the British Pound Sterling to purchase US Dollars as determined below on the July 30,
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 100,000 shares of the Company's Series B Preferred Stock, $.0001 par value per share (the "Shares"). The Series B Preferred Stock shall have the respective rights, preferences and privileges as set forth in the Certificate of Designation to be filed by the Company with the Secretary of State of Delaware on or before the Execution Date.
(b) The purchase price for each Share shall be One Dollar ($1) (the "Per Share Consideration"). The Per Share Consideration multiplied by the number of Shares to be purchased by the Purchaser is referred to as the "Purchase Price."
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 seven hundred fifty thousand (750,000) shares of the Company’s Series B 0 % Convertible Preferred Stock, $0.0001 par value per share (the “Shares”). The Series B Preferred Stock shall have the respective rights, preferences and privileges as set forth in the Certificate of Designation to be filed by the Company with the Secretary of State of Washington prior to the Execution Date.
(b) The purchase price for each Share shall be Ten Dollars ($10) (the “Per Share Consideration”). The Per Share Consideration multiplied by the number of Shares to be purchased by the Purchaser is referred to as the “Purchase Price.”
(c) The Purchase Price shall be paid by delivery to the Company of four million fifty-four thousand fifty-four (4,054,054) Ordinary Shares (the “Armadillo Shares”) of Armadillo Investments PLC. Each of the Armadillo Shares has been valued at £1.00 per share. The number of Ordinary Shares issued is based on the conversion rate of $1.85/£1. Purchaser will issue $7,500,000/$1.85 or 4,054,054 Ordinary Shares.
(d) Notwithstanding anything to the contrary contained in this Agreement, Company’s obligations hereunder shall be expressly contingent upon Company selling the Armadillo Shares to a purchaser to be located by Purchaser simultaneously with receipt of the Armadillo Shares for a price not less than forty percent (40%) of £1.00 per share, less brokerage commissions.
