Common use of Purchase of Stock Clause in Contracts

Purchase of Stock. Consideration --------------------------------- /S/2.1 Terms of the Purchase. --------------------- On the basis of the representations, warranties, covenants, and agreements contained in this Agreement and subject to the terms and conditions of this Agreement: (a) The Seller shall sell to the Purchasers at the Closing, as hereinafter defined, 3,675,000 shares of Common Stock (the "Purchased Stock"). (b) The Purchasers shall pay to the Seller the sum of $1.375 per share, or Five Million Fifty Three Thousand One Hundred Twenty Five and 00/100 Dollars ($5,053,125.00) (the "Purchase Price"), payable at the Closing in immediately available funds. /S/2.2 The Closing ----------- The closing of the transactions contemplated by this Agreement shall take place at the offices of the Seller at 000 Xxxxxxx Xxx, Bennington, VT, at 10:00 A.M., Eastern time on or about May 28, 1999, or such other date, time or place as the parties may agree (the "Closing Date"). In the alternative, the Closing may take place by the parties forwarding executed copies of all documents required to be delivered pursuant to Section 2.3 to be held in escrow by Xxxxxxxx Xxxxxx, Esq., with the Purchase Price wired to the Seller. The Purchased Stock, issued in the name(s) designated by the Purchasers, will be forwarded to the Purchasers by overnight delivery promptly following receipt of the Purchase Price. The closing of the transactions contemplated by this Agreement is herein called the "Closing." /S/2.3 Transactions at the Closing --------------------------- The following transactions shall take place at the Closing: (a) Purchasers shall deliver the Purchase Price in immediately available funds, by certified check or wire transfer. (b) Seller shall deliver to the Purchasers one or more stock certificates evidencing an aggregate of 3,675,000 shares of Common Stock, bearing the following legend "These securities have not been registered under the Securities Act of 1933 and may be reoffered and sold only if so registered or if an exemption from registration is available." (c) Seller and Purchasers shall each deliver such evidences of consent, and other instruments or documents as are required pursuant to Article VI. (d) Seller shall have obtained resignation letters from each of its current Directors, other than Xxx X.

Purchase of Stock. Consideration --------------------------------- /S/2.1 Terms of the Purchase. --------------------- On the basis of the representations, warranties, covenants, and agreements contained in this Agreement and subject (a) Subject to the terms and conditions of this Agreement: hereof, on the Closing Date (a) The as defined below), Buyer agrees to purchase from Seller, and Seller shall agrees to sell to Buyer, all of the Purchasers at the Closing, as hereinafter defined, 3,675,000 issued and outstanding shares of Common Stock common stock, $1.00 par value, of the Company (the "Purchased StockSHARES"). (b) The Purchasers aggregate purchase price for the Shares shall pay be the sum of subparagraphs (i), (ii), (iii) and (iv) below (the "PURCHASE PRICE"), subject to adjustment pursuant to Section 1.2 below. The Purchase Price shall be payable at the Closing, or as provided below, and shall consist of: (i) $28,000,000.00 (the "CASH AMOUNT") in cash. The Cash Amount shall be paid to the Seller the sum of $1.375 per share, or Five Million Fifty Three Thousand One Hundred Twenty Five and 00/100 Dollars ($5,053,125.00) (the "Purchase Price"), payable at the Closing in immediately available funds. /S/2.2 funds by confirmed wire transfer to a bank account to be designated by the Seller (such designation to occur no later than the second Business Day prior to the Closing Date). (ii) The Closing ----------- The closing convertible promissory note of the transactions contemplated by this Buyer in the amount of $5,000,000 and Registration Rights Agreement shall take place at substantially in the offices form of EXHIBIT B attached hereto(collectively, the "NOTE"). (iii) The conveyance on or before Closing to Seller of $7,000,000 of the Company's accounts receivable, such accounts receivable to be regular trade accounts anticipated to be collected within their terms on a thirty (30) day basis but not to include any contract retainage of long term contracts, such accounts receivable and any other accounts receivable of the Company to be collected by Seller with any proceeds over and above the $7,000,000 to be paid to the Company upon collection; provided however, that if the Seller does not receive cash payments from all accounts receivable of the Company of at 000 Xxxxxxx Xxxleast $7,000,000 within thirty (30) days of the Closing, Bennington, VT, at 10:00 A.M., Eastern time on or about May 28, 1999, or the Buyer shall pay any such other date, time or place shortfall to Seller in cash and Seller shall convey to the Company any then unpaid accounts receivable. (iv) An amount equal to the product of $4,000,000 multiplied by the quotient of (x) the amount by which EBITDA of the Company for the Earn Out Period exceeds $3,000,000 up to and including $6,500,000 as the numerator divided by (y) $3,500,000, such amount to be calculated by the Buyer and to be paid to the Seller on the thirtieth (30th) day following the end of the Earn Out Period. If Seller objects to the calculation of the Earn Out, it shall notify Buyer within twenty (20) days following receipt thereof, setting forth in specific detail the basis for its objection and its proposal for any adjustments to the Earn Out. Buyer and Seller shall undertake in good faith to reach agreement as to any such proposed adjustment or that no such adjustment is necessary. If agreement is reached as to all proposed further adjustments, the parties may agree shall make such adjustments and the Earn Out shall be based thereon. If Buyer and Seller are unable to reach agreement within thirty (30) days, then such "Big 6" accounting firm as agreed upon by Buyer and Seller (the "Closing DateTHIRD PARTY ACCOUNTING FIRM")) shall be engaged to review the proposed adjustments as to which agreement has not been reached and shall make a determination as to the resolution of the proposed adjustments to cause the Earn Out to have been properly calculated in accordance with the provisions of this Agreement. In All such resolutions shall relate only to such matters as are still in dispute and were properly included in the alternativenotice of Seller's objection and represent either agreement with the position taken by Seller or by Buyer or a compromise between such positions. The determination of the Third Party Accounting Firm shall be final, the Closing may take place conclusive and binding upon Buyer and Seller. Thereafter, not later than ten (10) days following a determination of adjustments by the parties forwarding executed copies of all documents required Third Party Accounting Firm, Buyer shall pay to be delivered pursuant to Section 2.3 to be held Seller an amount in escrow by Xxxxxxxx Xxxxxx, Esq., with the Purchase Price wired cash equal to the Seller. The Purchased Stockadditional Earn Out, issued in the name(s) designated if any, as determined by the Purchasers, will be forwarded to Third Party Accounting Firm. Buyer and Seller shall share equally the Purchasers by overnight delivery promptly following receipt costs of the Purchase Price. The closing of the transactions contemplated by Third Party Accounting Firm under this Agreement is herein called the "ClosingSection 1.1(b)(iv)." /S/2.3 Transactions at the Closing --------------------------- The following transactions shall take place at the Closing: (a) Purchasers shall deliver the Purchase Price in immediately available funds, by certified check or wire transfer. (b) Seller shall deliver to the Purchasers one or more stock certificates evidencing an aggregate of 3,675,000 shares of Common Stock, bearing the following legend "These securities have not been registered under the Securities Act of 1933 and may be reoffered and sold only if so registered or if an exemption from registration is available." (c) Seller and Purchasers shall each deliver such evidences of consent, and other instruments or documents as are required pursuant to Article VI. (d) Seller shall have obtained resignation letters from each of its current Directors, other than Xxx X.

Purchase of Stock. Consideration --------------------------------- /S/2.1 Terms of the Purchase. --------------------- On the basis of the representations, warranties, covenants, and agreements contained in this Agreement and subject Subject to the terms and conditions herein set forth ----------------- and in reliance on the representations, warranties and agreements of this Agreement: (a) The the Company, the Buyer, the Seller shall and each of the Other Selling Shareholders herein contained, the Buyer agrees to purchase from the Seller and each of the Other Selling Shareholders, and each of the Seller and the Other Selling Shareholders agrees to sell to the Purchasers at Buyer, the ClosingShares and the Additional Shares, as hereinafter definedthe case may be, 3,675,000 shares of Common Stock (the "Purchased Stock"). (b) The Purchasers shall pay at a per share price equal to the Purchase Price (as defined below) as hereinafter set forth. Immediately upon execution of this agreement, each of the Seller and the sum Other Selling Shareholders shall execute an order through the Buyer, as its broker, to sell the Shares or the Additional Shares, as the case may be, to the Buyer after the close of trading on The Nasdaq SmallCap Market on the date hereof (i.e. in an aftermarket trade) at an asking price of $1.375 2.35 per share, or Five Million Fifty Three Thousand One Hundred Twenty Five and 00/100 Dollars ($5,053,125.00) share (the "Purchase Price"), payable or $2,261,546 in the aggregate. The Buyer shall simultaneously execute an order for the Buyer to buy from the Seller and the Other Selling Shareholders the Shares and the Additional Shares, as the case may be, at the Closing in immediately available fundsPurchase Price after the close of trading on the date hereof. /S/2.2 The Closing ----------- The closing parties understand that RAS may purchase the Shares or the Additional Shares hereunder for its own account and for the account of the transactions contemplated by this Agreement shall take place at the offices certain of the Seller at 000 Xxxxxxx Xxxits customers or designees, Bennington, VT, at 10:00 A.M., Eastern time on or about May 28, 1999, or such other date, time or place as the parties may agree if any (the "Closing DateRAS Clients"), listed on Exhibit F hereto. In Notwithstanding anything to the alternativecontrary in this Agreement, the Closing parties to this Agreement acknowledge and agree that the Seller may take place deliver some or all of the Additional Shares on behalf of the Other Selling Shareholders (such shares, the "Loaned Shares"), in which case the proceeds from the sale of the Loaned Shares shall be delivered to the Seller pending receipt of replacement shares by the parties forwarding executed copies of all documents required to be Seller from the Other Selling Shareholders. Each Other Selling Shareholder on whose behalf Loaned Shares are delivered pursuant to Section 2.3 to be held in escrow by Xxxxxxxx Xxxxxx, Esq., with the Purchase Price wired to the Seller. The Purchased Stock, issued in the name(s) designated Buyer by the Purchasers, will be forwarded to the Purchasers by overnight delivery promptly following receipt of the Purchase Price. The closing of the transactions contemplated by this Agreement is herein called the "Closing." /S/2.3 Transactions at the Closing --------------------------- The following transactions shall take place at the Closing: (a) Purchasers shall deliver the Purchase Price in immediately available funds, by certified check or wire transfer. (b) Seller shall promptly deliver to the Purchasers one or more stock certificates evidencing an aggregate equal number of 3,675,000 shares of Common StockStock to the Seller in exchange for the related proceeds. If such delivery does not occur within 15 days from the date hereof, bearing the following legend "These securities have not been registered under Seller may at its option either keep the Securities Act proceeds from such Loaned Shares or xxx for delivery of 1933 and may be reoffered and sold only if so registered or if an exemption from registration is available." (c) Seller and Purchasers shall each deliver such evidences a number of consentshares equal to the number of Loaned Shares attributable hereunder to the non-delivering Other Selling Shareholder. In any case, and other instruments or documents as are required pursuant to Article VI. (d) Seller the Buyer shall have obtained resignation letters from each no obligation or liability of its current Directors, other than Xxx X.any kind to such Other Selling Shareholder after the Buyer makes the payments required hereunder to the Seller with respect to the Loaned Shares.

Purchase of Stock. Consideration --------------------------------- /S/2.1 Terms of the Purchase. --------------------- On the basis of the representations, warranties, covenants, and agreements contained in this Agreement and subject (a) Subject to the terms and conditions of this Agreement and in reliance on the representations and warranties of each of the parties to this Agreement: (a) The Seller shall sell , each of the Sellers hereby agrees to sell, transfer, assign and deliver his portion of the Purchasers at Stock to Purchaser on the Closing, as hereinafter defined, 3,675,000 shares of Common Closing Date and Purchaser hereby agrees to purchase the Stock (from the "Purchased Stock")Sellers on the Closing Date. (b) The Purchasers shall pay to the Seller the sum of $1.375 per share, or Five Million Fifty Three Thousand One Hundred Twenty Five and 00/100 Dollars ($5,053,125.00) purchase price (the "“Purchase Price"), payable at ”) for the Closing in immediately available funds. /S/2.2 The Closing ----------- The closing Stock and Shareholder Intangibles to be purchased by Purchaser from the Sellers pursuant to ARTICLE 2(a) hereof shall consist of the transactions contemplated by this Agreement shall take place at the offices of the Seller at 000 Xxxxxxx XxxFixed Stock Purchase Price, Bennington, VT, at 10:00 A.M., Eastern time on or about May 28, 1999, or such other date, time or place as the parties may agree (the "Closing Date"). In the alternative, the Closing may take place adjusted by the parties forwarding executed copies of all documents required Balance Sheet Adjustment, plus the Variable Payments. The cash payments to be delivered made by Purchaser pursuant to Section 2.3 2(c)(i) shall be delivered to be held Xxxxxx and Xxxxxxx in escrow amounts set forth in a written communication delivered by Xxxxxxxx Xxxxxx, Esq., with the Purchase Price wired both Xxxxxx and Xxxxxxx to the Seller. The Purchased Stock, issued in the name(s) designated by the Purchasers, will be forwarded to the Purchasers by overnight delivery promptly following receipt of the Purchase Price. The closing of the transactions contemplated by this Agreement is herein called the "ClosingPurchaser." /S/2.3 Transactions at the Closing --------------------------- The following transactions shall take place at the Closing: (a) Purchasers shall deliver the Purchase Price in immediately available funds, by certified check or wire transfer. (b) Seller shall deliver to the Purchasers one or more stock certificates evidencing an aggregate of 3,675,000 shares of Common Stock, bearing the following legend "These securities have not been registered under the Securities Act of 1933 and may be reoffered and sold only if so registered or if an exemption from registration is available." (c) Seller Subject to the Balance Sheet Adjustments described in ARTICLE 3, the “Fixed Stock Purchase Price” shall be FIVE MILLION TWO HUNDRED FORTY-THREE THOUSAND FIVE HUNDRED TWENTY-EIGHT ($5,243,528) DOLLARS. The Fixed Stock Purchase Price shall be paid as follows: (i) At the Closing, Purchaser shall deliver to Sellers, payable by bank cashier’s checks or a transfer into Encore Bank money market accounts designated in writing by the Sellers, an amount of cash equal to (a) an amount determined by a qualified independent professional appraiser as set forth in the Shareholders’ Intangible Purchase Agreement attached hereto as Exhibit 2(c)(i) (the “Shareholder Intangibles Amount”) and Purchasers shall each deliver such evidences of consent, and other instruments or documents as are required pursuant (b) an amount equal to Article VI$3,752,000 minus the Shareholder Intangibles Amount. (dii) Seller Within 45 days of the Closing Date, Purchaser shall have obtained resignation letters deliver promissory notes (referred to herein as the “Stock Notes”), to Xxxxxx and Xxxxxxx (identical to form and substance to Exhibit 2(c)(ii) attached hereto) in the ratios of 63% to Xxxxxx and 37% to Xxxxxxx. The aggregate principal amount of the two Stock Notes shall be equal to the Fixed Stock Purchase Price, minus $3,752,000 plus or minus (as the case may be) any Balance Sheet Adjustment. When the Balance Sheet Adjustment is finally determined, the Stock Notes shall be issued as provided below, along with a cash payment to cover interest (calculated at prime rate plus 1%) from each the Closing Date to the date of its current Directors, other than Xxx X.issuance of the Stock Notes.

Purchase of Stock. Consideration --------------------------------- /S/2.1 Terms of the Purchase. --------------------- (a) On the basis of the representations, warranties, covenants, and agreements contained in this Agreement terms and subject to the terms and conditions of this Agreement: set forth herein, at the Closing (a) The as defined below), Seller shall sell and deliver to Purchaser, and Purchaser shall purchase from Seller, the Purchasers at Stock. Seller shall sell the ClosingStock to Purchaser, as hereinafter definedfree and clear of all options, 3,675,000 shares proxies, voting trusts, voting agreements, judgments, pledges, charges, escrows, rights of Common Stock first refusal or first offer, mortgages, indentures, claims, transfer restrictions, liens, equities, security interests and other similar encumbrances (the collectively, "Purchased StockClaims"). (b) . The Purchasers shall pay to purchase price for the Seller the sum of $1.375 per share, or Five Million Fifty Three Thousand One Hundred Twenty Five and 00/100 Dollars ($5,053,125.00) Stock (the "Purchase Price") shall be Sixty-Two Million Five Hundred Thousand Dollars ($62,500,000), payable at the Closing in immediately available funds. /S/2.2 The Closing ----------- The closing of the transactions contemplated by this Agreement shall take place at the offices of the Seller at 000 Xxxxxxx Xxx, Bennington, VT, at 10:00 A.M., Eastern time on plus or about May 28, 1999, or such other date, time or place minus (as the parties case may agree (the "Closing Date"). In the alternative, the Closing may take place by the parties forwarding executed copies of all documents required to be delivered pursuant to Section 2.3 to be held in escrow by Xxxxxxxx Xxxxxx, Esq., with be) the Purchase Price wired to the Seller. The Purchased Stock, issued in the name(s) designated by the Purchasers, will be forwarded to the Purchasers by overnight delivery promptly following receipt of the Purchase Price. The closing of the transactions contemplated by this Agreement is herein called the "Closing." /S/2.3 Transactions at the Closing --------------------------- The following transactions shall take place at the Closing: (a) Purchasers shall deliver the Purchase Price in immediately available funds, by certified check or wire transferAdjustment. (b) On the Closing Date (as defined below), all Intercompany Accounts shall be paid in full or eliminated as set forth in Section 1.4 and Purchaser shall pay $62,500,000, either (i) less (the "Holdback") Four Hundred Thousand Dollars ($400,000) (the "Holdback Amount") if the Estimated Purchase Price Adjustment is zero, or (ii) as adjusted up or down (depending on whether the Estimated Purchase Price Adjustment is a positive or negative number) by the Estimated Purchase Price Adjustment, to Seller in exchange for the Stock. Each payment of any portion of the Purchase Price shall be made by wire transfer of immediately available funds to an account of Seller or to accounts designated by it at a bank or banks designated in writing by Seller which designation shall be made at least three (3) business days before the scheduled payment date. Seller shall deliver prepare in cooperation with Purchaser and present to Purchaser by March 15, 2001 a good faith estimate of what the "Closing Date Working Capital" would be if the Closing Date were as of February 28, 2001 (the "February Working Capital"). The "Estimated Purchase Price Adjustment" as used herein means the February Working Capital minus Eleven Million One Hundred Fifty Nine Thousand Dollars ($11,159,000). If Seller and Purchaser cannot agree to the Purchasers one Estimated Closing Date Working Capital in writing on or more stock certificates evidencing an aggregate of 3,675,000 shares of Common Stockbefore the third day prior to the Closing Date, bearing the following legend "These securities have not been registered under the Securities Act of 1933 and may Estimated Purchase Price Adjustment shall be reoffered and sold only if so registered or if an exemption from registration is available." Zero Dollars (c) $0). If Seller and Purchasers Purchaser agree to the February Working Capital, then there shall each deliver such evidences of consent, and other instruments or documents as are required pursuant to Article VIbe no Holdback Amount. (d) Seller shall have obtained resignation letters from each of its current Directors, other than Xxx X.

Purchase of Stock. Consideration --------------------------------- /S/2.1 Terms of the Purchase. --------------------- On the basis of the representations, warranties, covenants, and agreements contained in this Agreement terms and subject to the terms and conditions of this Agreement: set forth herein, at the Closing (a) The as defined below), Seller shall sell and deliver to Purchaser, and Purchaser shall purchase from Seller, the Purchasers at Stock. Seller shall sell the ClosingStock to Purchaser, free and clear of all options, proxies, voting trusts, voting agreements, judgments, pledges, charges, escrows, rights of first refusal or first offer, mortgages, indentures, claims, transfer restrictions, liens, equities, security interests and other similar encumbrances (collectively, "Claims") other than Permitted Encumbrances or Permitted Liens (as hereinafter defined, 3,675,000 shares of Common defined below). The purchase price for the Stock (the "Purchased Stock"). (b) The Purchasers shall pay to the Seller the sum of $1.375 per share, or Five Million Fifty Three Thousand One Hundred Twenty Five and 00/100 Dollars ($5,053,125.00) (the "Purchase Price") shall be Sixty-Eight Million Dollars ($68,000,000), payable at plus or minus (as the Closing case may be) the Purchase Price Adjustment (as herein defined). Of the Purchase Price, Purchaser shall pay to LaSalle Bank, National Association, as escrowee (Escrowee"), pursuant to an Escrow Agreement in immediately available funds. /S/2.2 The Closing ----------- The closing the form attached hereto as Exhibit A, Two Million Dollars ($2,000,000) upon the execution and delivery of this Agreement to (a) offset Seller's costs and expenses associated with entering into this Agreement and preparing to consummate the transactions contemplated hereby, (b) compensate Seller for the risks (including reputational risk) associated with entering into an Agreement which is not certain of consummation, and (c) commit Purchaser to diligently pursue the consummation of the transactions contemplated by this Agreement shall take place at the offices of the Seller at 000 Xxxxxxx Xxx, Bennington, VT, at 10:00 A.M., Eastern time on or about May 28, 1999, or such other date, time or place as the parties may agree hereby (the "Closing DateExecution Payment"). In The Execution Payment shall only be refundable to Purchaser in the alternativelimited circumstances as provided in Section 12.2 hereof, which shall be strictly construed. On the Closing may take place by the parties forwarding executed copies of all documents required to be delivered pursuant to Section 2.3 to be held in escrow by Xxxxxxxx XxxxxxDate (as defined below), Esq., with Purchaser shall pay the Purchase Price wired less the Execution Payment, plus or minus (as the case may be) the Estimated Purchase Price Adjustment (as herein defined) to Seller, in exchange for the SellerStock. The Purchased Stock, issued in the name(s) designated by the Purchasers, will be forwarded to the Purchasers by overnight delivery promptly following receipt Each payment of any portion of the Purchase PricePrice shall be made by wire transfer of immediately available funds to an account of Seller or to accounts designated by it at a bank or banks designated in writing by Seller which designation shall be made at least three (3) business days before the scheduled payment date, provided the Execution Payment shall be made to the Escrow Agent on the date of this Agreement. The closing of the transactions contemplated by this Agreement is herein called the "Closing." /S/2.3 Transactions at the Closing --------------------------- The following transactions shall take place at the Closing: (a) Purchasers shall deliver Certain adjustments may be made to the Purchase Price on the Post-Closing Date (as defined below) in immediately available funds, by certified check or wire transferaccordance with Article 2. (b) Seller shall deliver to the Purchasers one or more stock certificates evidencing an aggregate of 3,675,000 shares of Common Stock, bearing the following legend "These securities have not been registered under the Securities Act of 1933 and may be reoffered and sold only if so registered or if an exemption from registration is available." (c) Seller and Purchasers shall each deliver such evidences of consent, and other instruments or documents as are required pursuant to Article VI. (d) Seller shall have obtained resignation letters from each of its current Directors, other than Xxx X.

Purchase of Stock. Consideration --------------------------------- /S/2.1 Terms of the Purchase. --------------------- On the basis of the representations, warranties, covenants, and agreements contained in this Agreement and subject to the terms and conditions of this Agreement: (a) The Seller shall sell Company hereby purchases from Xxxxxxxxxx and BSouthworth, and Xxxxxxxxxx and BSouthworth, jointly and severally, hereby sell, assign, transfer and deliver to the Purchasers at Company, all legal and beneficial right, title and interest in and to 75,000 shares (the Closing"PURCHASED SHARES") of the Common Stock for an aggregate purchase price of $1,009,136 (the "PURCHASE PRICE"). In furtherance thereof, (i) the Company is hereby delivering to Xxxxxxxxxx and BSouthworth the Purchase Price by electronic transfer of immediately available funds in accordance with the wire transfer instructions attached hereto as hereinafter definedEXHIBIT A, 3,675,000 and (ii) Xxxxxxxxxx and BSouthworth are surrendering to the Company for cancellation stock certificates numbers 1 and 8 evidencing not less than 75,000 shares of Common Stock (in the "Purchased Stock")aggregate, duly endorsed for transfer, with his signature guaranteed. The Company shall issue to Xxxxxxxxxx and BSouthworth promptly after the date hereof a new certificate for any shares of Common Stock evidenced by the surrendered certificate(s) that are not being purchased by the Company pursuant to this Agreement. (b) The Purchasers shall pay As a material inducement to the Seller Company to purchase shares of Common Stock as contemplated by this Section 1, Xxxxxxxxxx and BSouthworth, jointly and severally hereby represent and warrant to the sum Company as follows: (i) Xxxxxxxxxx and BSouthworth hold as joint tenants with right of $1.375 per sharesurvivorship good and marketable title to all legal and beneficial right, or Five Million Fifty Three Thousand One Hundred Twenty Five title and 00/100 Dollars interest in and to the Purchased Shares free and clear of all liens, pledges, security interests, options, stockholder's agreements, voting agreements, restrictions on transfer, rights of first refusal, rights of others, powers-of-attorney and other encumbrances ($5,053,125.00collectively, "LIENS") whatsoever. (ii) Xxxxxxxxxx and BSouthworth each have full power and authority to execute, deliver and perform their respective obligations under this Agreement and the Stockholders' Agreement of even date herewith among the Company, Xxxxxxxxxx, BSouthworth and the Company's other stockholders (the "Purchase PriceSTOCKHOLDERS' AGREEMENT"), payable at and to consummate the Closing transactions contemplated hereby and thereby. This Agreement and the Stockholders' Agreement constitutes Xxxxxxxxxx'x and BSouthworth's legal, valid and binding obligation enforceable in immediately available fundsaccordance with its terms except that such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally. /S/2.2 The Closing ----------- The closing Neither the execution, delivery or performance of this Agreement or the Stockholders' Agreement, nor the consummation of the transactions contemplated by this Agreement shall take place at hereby and thereby will, with or without the offices giving of notice or the passage of time, or both conflict with, result in a default or loss of rights (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of any Liens, pursuant to (A) any provision of the Seller at 000 Xxxxxxx XxxCompany's certificate of incorporation or by-laws, Bennington(B) any note, VTbond, at 10:00 A.M.indenture, Eastern time on mortgage, deed of trust, contract, agreement, lease or about May 28, 1999other instrument or obligation to which Xxxxxxxxxx or the Company is a party or by which Xxxxxxxxxx or the Company, or such other datetheir respective properties are bound or affected, time or place as (C) any law, order, judgment, ordinance, rule, regulation or decree to which Xxxxxxxxxx, BSouthworth or the parties may agree Company is a party or by which their respective properties are bound or affected. (the "Closing Date"). In the alternativeiii) No permit, the Closing may take place by the parties forwarding executed copies consent, filing or approval of all documents any third party is required to be delivered pursuant to Section 2.3 to be held obtained or made by Xxxxxxxxxx, BSouthworth or the Company in escrow by Xxxxxxxx Xxxxxx, Esq., connection with the Purchase Price wired to execution and delivery of this Agreement or the Seller. The Purchased Stock, issued in Stockholders' Agreement or the name(s) designated by the Purchasers, will be forwarded to the Purchasers by overnight delivery promptly following receipt of the Purchase Price. The closing consummation of the transactions contemplated by this Agreement is herein called the "Closinghereby and thereby." /S/2.3 Transactions at the Closing --------------------------- The following transactions shall take place at the Closing: (a) Purchasers shall deliver the Purchase Price in immediately available funds, by certified check or wire transfer. (b) Seller shall deliver to the Purchasers one or more stock certificates evidencing an aggregate of 3,675,000 shares of Common Stock, bearing the following legend "These securities have not been registered under the Securities Act of 1933 and may be reoffered and sold only if so registered or if an exemption from registration is available." (c) Seller and Purchasers shall each deliver such evidences of consent, and other instruments or documents as are required pursuant to Article VI. (d) Seller shall have obtained resignation letters from each of its current Directors, other than Xxx X.