Purchase and Sale; Purchase Price. 2.1 Subject to the terms and conditions herein contained, Seller agrees to sell to Purchaser, and Purchaser agrees to purchase from Seller the Property herein described. The total purchase price for the Property shall be the sum of Seven Million Nine Hundred Thirty Six Thousand Five Hundred Eight and 00/100 Dollars ($7,936,508.00) (the “Purchase Price”).
2.2 The Purchase Price, less the Deposit (as hereinafter defined), shall be paid to Seller at the Closing, plus or minus prorations and other adjustments hereunder, by federal wire transfer of immediately available funds.
2.3 Within two (2) business days following the Effective Date, Purchaser shall deposit with First American Title Insurance Company, Attn.: Xxxxxx Xxxxxxx, 000 Xxxxxxxxxx Xxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxx Xxxxx, Xxxxxxxx 00000 ( “Escrow Agent”), in escrow, an xxxxxxx money deposit in the amount of Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00) (the “Initial Deposit”), pursuant to wire instructions to be supplied by Escrow Agent (the “Escrow Wire Instructions”). Provided this Agreement remains in full force and effect, prior to the expiration of the Inspection Period, Purchaser shall deliver an additional deposit of Two Hundred Fifty Thousand and NO/100 ($250,000.00) (the “Second Deposit”, and together with the Initial Deposit, the “Deposit”) into escrow with Escrow Agent pursuant to the Escrow Wire Instructions. The Deposit shall be held in escrow by Escrow Agent pending the Closing. At the Closing, the Deposit shall be applied against the Purchase Price, or, if this transaction is not consummated, delivered to Seller or Purchaser (as the case may be), in accordance with the terms hereof. The parties agree that the liability of Escrow Agent to the parties hereto shall be only as expressed in this Agreement. It is specifically agreed that Escrow Agent shall not be liable for any mistake or error of judgment in the discharge of its functions as Escrow Agent hereunder, but shall be liable only for bad faith or negligence. In the event that there shall be any action or legal proceedings involved or arising out of this Agreement, to which action or legal proceeding Escrow Agent is or may be a party, Escrow Agent shall be entitled, at any time, in its sole discretion, to pay the Deposit, or any portion thereof, into court, and, upon so doing, it shall be relieved of any further responsibility or liability as to the Deposit. At Purchaser’s election and expense, the Deposit shall b...
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 Langley shall purchase Forty Xxxxx Million Five Hundred Thousand (47,500,000) 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.
(c) The Total Purchase Price shall be paid by delivery to the Target Company of the number of Langley Shares (the "Langley Xxxxxderation Xxxres") 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 herein, the Company shall issue and sell and the Purchaser shall purchase an aggregate principal amount of One Million ($1,000,000) (the "Purchase Price") of the Debentures, of which Nine Hundred Ninety Two Thousand Seven Hundred Fifty Dollars ($992,750) shall be attributable to the First Debentures and Seven Thousand Two Hundred Fifty Dollars ($7,250) shall be attributable to the Second Debenture. The Debentures shall have the respective rights, preferences and privileges as set forth in the respective Debentures annexed as Exhibit X-0, Xxxxxxx X-0 and Exhibit B hereto.
(b) The Purchase Price shall be paid and attributable as follows:
(i) for the First Debenture A substantially in the form of Exhibit A-1 annexed hereto cash in the amount of Four Hundred Ninety Two Thousand Seven Hundred Fifty Dollars ($492,750);
(ii) for the First Debenture B, one promissory note of the Purchaser in the aggregate 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; and
(iii) for the Second Debenture substantially in the form of Exhibit B, cash in the amount of Seven Thousand Two Hundred Fifty Dollars ($7,250).
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. Section 1.1 of the Agreement is hereby replaced in its entirety with the following: “Subject to the terms and conditions of the Agreement, the Seller agrees to sell the Shares, together with all dividends, distributions and rights attaching to the Shares on and after the Offer Announcement Date, free of all liens, charges and other encumbrances and third party rights whatsoever, to the Purchaser for a purchase price (the “Purchase Price”) consisting of the following combination of cash and securities: (i) SEK 1.191 per Company share, which is equal to SEK 52,011,983 for all Shares purchased (the “Initial Cash Component”), (ii) up to SEK 0.540 per Company share, which is equal to SEK 23,596,107 for all Shares purchased, subject to and conditional upon the contingencies identified in Appendix 1 (the “Contingent Cash Component”) and (iii) 0.01458 shares of common stock of the Purchaser per Company share, which is equal to 636,838 shares of such common stock for all Shares purchased (the “Common Stock Component”, and such shares the “Consideration Shares”).”
Purchase and Sale; Purchase Price. 10 2.1 Purchase and Sale 10 2.2 Determination Purchase Price 10 2.3 Closing Payment 12 2.4 Post-Closing Adjustments; Payment Adjustment 13 ARTICLE 3 OTHER AGREEMENTS 14 3.1 Access and Cooperation 14 3.2 Disclosure Schedule 15 3.3 Duties Concerning Representations 15 3.4 Deliveries of Information; Consultation 15 3.5 Acquisition Proposals 16 3.6 Public Announcements 17 3.7 Retained Liabilities 17 3.8 Access to Records and Employees 17 3.9 Referrals and Deliveries 18 3.10 Risk of Loss 18 3.11 Allocation of Purchase Price 18 3.12 Employee Matters 19 3.13 Effective Time of Closing 20 3.14 Use of Name 20 3.15 Intention 20 3.16 Nonassignable Purchased Contracts and Existing Permits 20 3.17 Real Property 21 3.18 Noncompetition 22 3.19 HSR Act 23 3.20 Accounts 23 3.21 Existing Litigation 23 3.22 Parent Shareholder Circular 24 3.23 Cash Management of Seller 24 ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE SELLER 25 4.1 Organization; Business 25 4.2 Authorization; Enforceability 25 4.3 No Violation or Conflict 26 4.4 Financial Information; Books and Records 26 4.5 Assets 27 4.6 Contingent and Undisclosed Liabilities 28 4.7 Taxes 28 4.8 Absence of Certain Changes 29 4.9 Existing Plans 29 4.10 Compliance with Law 29 4.11 Litigation 30 4.12 Existing Contracts 30 4.13 Performance of Contracts 32 4.14 Existing Insurance Policies 32 4.15 Environmental Protection 33 4.16 Labor Matters 35 4.17 Brokers 36 4.18 Governmental Approvals 36 4.19 Disclosure 36 4.20 Intangible Assets 37 4.21 Product Matters 37 4.22 Customers 37 4.23 Relationships with Related Parties 37 4.24 Real Property 38
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 six hundred thousand (600,000) shares of the Company's Series B 0 % Convertible Preferred Stock, $ .001 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 Nevada 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 Three Million One Hundred Ninety One Thousand Four Hundred Eighty Nine (3,191,489) Ordinary Shares (the "Armadillo Shares") of Armadillo Investments, Plc. The number of Ordinary Shares to be issued will be based on the conversion rate in effect as of the close of business on the day preceding the closing of the transaction. For example, if the effective conversion rate is $1.88/(pound) 1, then Armadillo will issue $6,000,000/$1.88, or 3,191,489 Ordinary Shares.
(d) Notwithstanding anything to the contrary contained in this Agreement, the Company's obligations hereunder shall be expressly contingent upon the 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 (pound) .50 per share.
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,
