Purchase and Sale Transaction. 6 (a) BASIC TRANSACTION.................................................................... 6 (b) CONSIDERATION........................................................................ 6 (c)
Purchase and Sale Transaction. You agree to sell to us, and we agree to purchase from you, all of your right, title, and interest in and to Future Receivables as provided in this Agreement. YOU UNDERSTAND AND AGREE THAT THIS IS A PURCHASE AND SALE TRANSACTION, NOT A LOAN.
Purchase and Sale Transaction. Upon our initially making the amount of the Advance available to you, you hereby agree to sell, assign and transfer to us, and we hereby agree to purchase from you, all of your right, title and interest in and to the Specified Amount of Future Receivables, in accordance with and subject to the terms of this Axxxxxxxx.XXX UNDERSTAND AND AGREE THAT THIS IS A PURCHASE AND SALE TRANSACTION, NOT A LOAN.
Purchase and Sale Transaction. Any transaction for the purchase and sale of any Commodity shall be effected by FW’s issuance to the Contractor of a Purchase Order, in which event the Contractor covenants and agrees to furnish all Commodities described therein in strict accordance with the terms and conditions of such Purchase Order and the other documents that together constitute the Contract.
Purchase and Sale Transaction. Subject to the terms and conditions set forth in this Agreement and the consummation of the transactions contemplated by this Agreement, on the closing date (as defined in Section 1.3 and hereinafter referred to as the “Closing Date”) and for the consideration specified in Section 1.2, Buyer shall purchase from Sellers, and Sellers shall sell, transfer, assign and convey to Buyer, free and clear of any and all liens, claims, encumbrances, security interests or options whatsoever, all of Sellers’ right, title and interest in and to all of their respective Membership Interests in Val-E, as set forth on Schedule A to this Agreement, constituting in the aggregate 49.82% of the outstanding Membership Interests in Val-E, including all of Sellers’ rights and other benefits to which holders of Membership Interests in Val-E may be entitled under the Operating Agreement of Val-E dated December 28, 2005 (the “Operating Agreement”) or otherwise, including, without limitation, (i) Sellers’ shares of the profits and losses of Val-E, (ii) all rights of Sellers to receive distributions of Val-E’s monies and other property or assets due and to become due to Sellers under or pursuant to the Operating Agreement or applicable law (regardless of the source of those distributions or payments or when the same was earned or received by Val-E), (iii) all rights of Sellers to vote on or participate in the management of Val-E, (iv) all rights of Sellers to information concerning the business and affairs of Val-E, (v) all claims of Sellers for damages arising out of or for any breach of or default under the Operating Agreement, and (vi) all rights of Sellers to act under the Operating Agreement and to compel performance and otherwise exercise remedies under the Operating Agreement (all of the foregoing collectively referred to herein as the “Purchased Membership Interests”).
Purchase and Sale Transaction. At the Closing, upon the terms and subject to the conditions set forth in this Agreement, each Seller shall sell, assign, transfer and convey to the Buyer, free and clear of all Liens (other than restrictions on transfer under applicable federal and state securities laws), and the Buyer shall purchase and acquire from each such Seller, all of the shares of Company Capital Stock held by such Seller as of immediately prior to the Closing, with each Seller being entitled to receive from the Buyer in respect of such Seller's shares of Company Capital Stock an aggregate amount in cash equal to the sum of (i) the product of (a) the number of shares of Company Capital Stock held by such Seller as of immediately prior to the Closing and (b) the Closing Per Share Consideration, and (ii) the product of (a) the number of shares of Company Capital Stock held by such Seller as of immediately prior to the Closing and (b) the Additional Per Share Consideration.
Purchase and Sale Transaction. (a) Subject to the terms and conditions of this Agreement, the Company hereby agrees to issue and sell to Elemetal, and Elemetal hereby agrees to purchase from the Company: (i) an aggregate of 8,536,585 shares of Common Stock (the “Elemetal Shares”) at a purchase price of U.S.$0.41 per share, which Elemetal Shares shall be sold and issued to, and purchased by, Elemetal at the Closing; and (ii) a warrant (the “Warrant”), substantially in the form attached hereto as Exhibit A, to purchase an additional 1,000,000 shares of Common Stock (the “Warrant Shares”) at an exercise price of U.S. $0.65
Purchase and Sale Transaction. (a) Subject to the terms and conditions of this Agreement, the Company hereby agrees to issue and sell to the Purchaser, and the Purchaser hereby agrees to purchase from the Company: (i) an aggregate of 20,000,000 shares of Common Stock (the “Shares”) at a purchase price of U.S.$0.75 per Share, which Shares shall be sold and issued to, and purchased by, the Purchaser in installments as set forth in Section 1.1(b); and (ii) warrants (the “Warrants”), substantially in the form attached hereto as Exhibit A, to purchase an additional 20,000,000 shares of Common Stock (the “Warrant Shares”) at an exercise price of U.S.$0.75 per Warrant Share. The purchase and sale transactions contemplated by the preceding sentence, together with all other transactions contemplated by this Agreement, are sometimes hereinafter referred to, collectively, as the “Transaction.” The Shares, the Warrants and the Warrant Shares are sometimes hereinafter referred to, collectively, as the “Securities” and, individually, as a “Security.” The aggregate purchase price to be paid by the Purchaser to the Company in consideration for the issuance of the Shares and the Warrants shall be U.S.$15,000,000 (the “Purchase Price”).
(b) The Shares shall be sold and issued to, and purchased by, the Purchaser as follows: (i) 6,666,667 of the Shares (the “Initial Tranche”) shall be sold and issued to the Purchaser at the Initial Closing (as hereinafter defined), at which time the Purchaser shall pay to the Company U.S.$5,000,000.25 (the “Initial Purchase Price”); (ii) an additional 6,666,667 of the Shares (the “Second Tranche”) shall be sold and issued to the Purchaser at the Second Closing (as hereinafter defined), at which time the Purchaser shall pay to the Company an additional U.S.$5,000,000.25 (the “Second Purchase Price”); and (iii) the remaining 6,666,666 of the Shares (the “Final Tranche”) shall be sold and issued to the Purchaser at the Final Closing (as hereinafter defined), at which time the Purchaser shall pay to the Company an additional U.S.$4,999,999.50 (the “Final Purchase Price”).
Purchase and Sale Transaction. 1.1 On and subject to the terms and conditions of this Agreement, Pivotal agrees to purchase from the Seller and the Seller agrees to sell to Pivotal all of the Seller's Simba Shares for the purchase price set out in Part 1 of Schedule A (the "Purchase Price").
1.2 The Purchase Price shall be paid by Pivotal to the Seller by delivery of the number of shares of Pivotal set out in Part 1 of Schedule A (the "Pivotal Shares") at a closing (the "Closing") to be held simultaneously with the closing of the purchase by Pivotal of shares of Simba owned by shareholders who are a party to a share purchase agreement with Pivotal dated May 26, 2000 (the "Main Agreement").
Purchase and Sale Transaction. 2.01 Subject to the terms and conditions of this Agreement, on the Closing Date:
(a) PROVO shall issue and deliver to GSTN, and GSTN shall purchase and acquire from PROVO, all of the Newly Issued Stock.
(b) GSTN shall transfer to PROVO US$5,000,000, by wire transfer or other form of immediately available funds acceptable to PROVO.
(c) SELLERS shall sell and deliver to GSTN, and GSTN shall purchase and acquire from SELLERS, all of the PROVO Stock.
(d) GSTN shall issue and deliver to SELLERS to SELLERS, or their designee, shares of GSTN Common Stock (the "Shares"), representing ----------- 18% of GSTN's voting equity securities on a fully diluted basis as of the effective time of the Closing, and representing 18% of GSTN's total equity securities on a fully diluted basis as of that time.
(e) XXXXXX shall assign, convey and transfer to the Escrow Agent for the benefit of SELLERS, or their designee, shares of GSTN ---------- Common Stock (the "Escrowed Shares"), representing 22% of GSTN's voting equity securities on a fully diluted basis as of the effective time of the Closing, and representing 22% of GSTN's total equity securities on a fully diluted basis as of that time. The Escrowed Shares shall be held and ultimately distributed by the Escrow Agent pursuant to the Escrow Agreement. It is the intention of the Parties that immediately following the Closing and subject to the Escrow Agreement, SELLERS or their designee control 40% of GSTN's total equity securities on a fully diluted basis as of the time of the Closing.
2.02 Starting on the Closing Date and continuing for a period of 99 years thereafter, GSTN shall pay each of the Royalty Payees the Royalties, subject to and in accordance with the provisions of Section 7.
2.03 The Parties acknowledge that all consideration to be received hereunder by SELLERS, including the Royalties, the Shares and the Escrowed Shares, shall be allocated among and payable to SELLERS as follows: 75% for ARRANGOIZ and 25% for REQUEJO (or their respective designees).
