Purchase Price and Consideration. The purchase price and consideration for the Mineral Properties, exclusive of applicable sales or transfer taxes, if any, is an initial payment of $1,000 and a right to a royalty equal to one percent (1.0%) of Net Smelter Returns. Such Net Smelter Return royalty is payable to Grandview in accordance with Section 3. Notice of the Net Smelter Return shall be registered against title to the Mineral Properties.
Purchase Price and Consideration. The aggregate purchase consideration for the Company Shares shall be the sum of U.S.[$ 50,000,000 ] (the "Purchase Consideration"). The Purchaser shall satisfy the Purchase Consideration by issuing and delivering to the Seller Fifty Million (50,000,000) shares of restricted common stock of the Purchaser, with a par value of $.001 per share (hereinafter the "SE Global Shares"), which will be issued at a deemed price of U.S.$1.00 per share of SE Global Shares. This arms-length price was negotiated by the parties and is based on the average trading price of the common stock of the Purchaser as quoted on the OTC Bulletin Board immediately before signing the term sheet outlining the parties originally proposed transaction on January 6, 2005 and after taking into consideration a two for one stock split.
Purchase Price and Consideration. In consideration of Sellers' conveyance to the Purchasers of the Shares, Purchasers have concurrently, with the execution of this Agreement paid to Sellers the aggregate sum of Sixteen Thousand One Hundred Eighty- two Dollars and Fifty Cents ($16,182.50) in the form of separate checks. The respective number of Shares to be purchased and delivered to each Purchaser and the respective portion of the aggregate purchase price to be paid by each Purchaser are set forth on the signature pages hereto.
Purchase Price and Consideration. (a) The purchase price payable by Buyer to Seller for the Purchased Assets shall be Twelve Million Four Hundred Thousand Dollars ($12,400,000) (the "Purchase Price"), as adjusted by the Working Capital Adjustment pursuant to Section 2.01, and the Capital Equipment Adjustment, if any, pursuant to Section 1.05(c).
(b) On the Closing Date, subject to Section 1.05(c), Buyer shall (i) pay to Seller in immediately available U.S. funds by wire transfer to Seller's account, beneficiary Shiloh Industries, Inc., at KeyBank, N.A., ABA No. 041000000, Xxcount No. 10990000 xxx the account of Seller, an amount equal to the sum of the Capital Equipment Adjustment plus the Purchase Price (collectively the "Closing Date Cash Purchase Price"), and (ii) assume the Assumed Liabilities of the Seller specifically identified and assumed hereunder provided however, in the case of the Assumed Liabilities set forth in Section 1.04(b) not in an amount greater than as set forth on the Closing Balance Sheet. The Seller and the Buyer shall mutually agree to allocate the Purchase Price among the Purchased Assets and to report the sale and purchase of the Purchased Assets for federal, state and local tax purposes in a manner consistent with such allocation.
(c) Seller shall deliver to Buyer on or before the Closing Date, evidence of any and all Capital Equipment expenditures made by the Seller related to the Business after January 31, 2001, and that have been either paid for in full by the Seller to the appropriate vendors or suppliers or that have been accrued for in the Closing Balance Sheet (the "Capital Equipment Adjustment"). To the extent that the Capital Equipment Adjustment or any part thereof has been paid for by the Seller, the Buyer shall reimburse and pay to the Seller in cash such amount on the Closing Date pursuant to Section 1.05(b). To the extent that the Capital Equipment Adjustment or any part thereof has not been paid for by the Seller or and/or has been accrued for by the Seller in the Closing Date Balance Sheet, Buyer shall assume all of such amount and pay such amount after the Closing Date pursuant to Section 1.04(d). Any Capital Equipment Adjustment not paid for by the Seller, whether or not accrued on the Closing Date Balance Sheet, shall not be a valid or recognized accrual, payable or expense for the purposes of the Working Capital Adjustment (i.e., Buyer shall assume and pay the same post Closing, but shall not receive credit under the Working Capital Adjustmen...
Purchase Price and Consideration. In consideration of the -------------------------------- sale, conveyance, transfer and delivery of the Shares and all the right, title and interest therein, Purchaser agrees to pay the Record Holders a per share price for each Share equal to US$0.28481 (the "Purchase Price"), subject to the -------------- following adjustments and other provisions:
Purchase Price and Consideration. The aggregate purchase consideration for the Company’s Shares shall be the sum of forty thousand United States dollars (US $40,000) (the “Purchase Consideration”).
Purchase Price and Consideration. 4.1. The Parties have agreed that the Purchase Price for the acquisition of the Sale Shares is US$80,000,000 (the “GGCRL Consideration”) and that the pre-merger valuation of Signature is A$15,000,000.
4.2. The GGCRL Consideration is to be satisfied by an issue of 487,439,023 fully paid ordinary shares in the capital of Signature (“Signature Shares”).
4.3. GGCRL will determine and disclose to Signature their proposed designated recipients of the Signature Shares prior to Completion. The composition of the Signature shareholder base must be suitable for the Listing and acceptable to the ASX.
4.4. To effectuate and replace the substance of the “Remaining Consideration” provisions of the joint venture agreement between GGC and CRA, CRA will prior to Completion provide or cause to be provided through a suitable counterparty, a put option to GGC on Signature Shares with the following features.
a) 30 day put option over 59,000,000 shares
b) Exercisable at any time over the 30 days prior to the Expiration date in whole or in part
c) Expiration date 30 days after IPO
d) Price of $0.1731, equal to the Issue Price under this Agreement.
e) Settlement within 7 days of exercise
f) Counterparty security to be demonstrated prior to and at IPO
g) Option administration and settlement to be managed by a Signature approved party
4.5. GGC will make a pro-rata in-specie distribution of not less than 75% of GGC’s holding in Global Signature Gold, net of any sales made under Clause 4.4, to the GGC Shareholders on record (based on the record date set by the GGC board of directors) within 30 days of the expiration date of the option above. The parties acknowledge and agree as a result of this in-specie distribution, Signature may be subject to registration pursuant to rule 12g 3-2 under the Exchange Act pursuant to Form 8(a) and could be required to file United States Securities Act reports. The Parties further agree to cooperate in order to qualify this distribution as a tax-free reorganization for GGC shareholders.
4.6. Notwithstanding any other restrictions the ASX may enforce on the GGCRL Shares, GGC and CRA will voluntarily escrow all GGCRL Shares for 60 days following the IPO.
Purchase Price and Consideration. (a) As full consideration for the Shares Purchase and all of the obligations, covenants and conditions contained in this Agreement, the Purchaser shall pay, deliver or cause to be delivered to the Sellers Thirty-Three Million Nine Hundred Fifteen Thousand United States Dollars ($33,915,000) (the "Purchase Price"). The Purchase Price shall be paid to the Sellers, subject to paragraph (b) below, pro rata to their respective stake in the Shares as set out in the Background Section hereof, in the amounts set forth on Schedule 2.2 hereof.
(b) Of the total Purchase Price, Thirty-One Million Six Hundred and Sixty-Five Thousand Dollars ($31,665,000) shall be paid at Closing in cash, by certified check or by wire transfer of immediately available United States federal funds to the accounts set forth on Schedule 2.2 hereof. The administrative, bank and other costs of the wire transfer shall be borne by the Purchaser.
(c) Within two (2) weeks following the Closing Date, Purchaser shall deposit in escrow the balance of the Purchase Price equal to Two Million Two Hundred Fifty Thousand Dollars ($2,250,000) pursuant to the Escrow Agreement to be held and dispersed in accordance with the terms of the Escrow Agreement.
Purchase Price and Consideration. The purchase price and consideration for the AIS Shares shall be one hundred fifty thousand (150,000) restricted shares of Common Stock of ZiaSun, free of any liens, pledges or encumbrances of any kind and $100,000 in cash as evidenced by an Unsecured Promissory Note with interest thereon at the rate of Five percent (5.0%), signed by Patrick R. Cox, in favor of ZiaSun, xxxxxxx xx xwo equal installments on or before June 15, 2003 and June 15, 2004.
Purchase Price and Consideration. The purchase price for the Assets shall be $61,706,000 ("Purchase Price"). At Closing, Buyer shall pay Sellers the Purchase Price, as adjusted pursuant to this Article III, less the Deposit,. The total consideration from Buyer to Sellers shall include the Purchase Price, as adjusted pursuant to this Article III, plus the assumption of the Assumed Liabilities.
