Purchase Price and Delivery. 6.1 Subject to subsections 6.2, 6.3 and 6.4 the consideration to be paid by the Purchaser to the Vendor for the Purchased Shares (the “Purchase Price”) will be:
(a) the allotment and issuance to the Vendor on execution of this Agreement of an aggregate of TWENTY-TWO MILLION FIVE HUNDRED THOUSAND (22,500,000) Wildcat Special Warrants at a deemed price of $2.05 (Cdn) per Wildcat Special Warrant. Each whole Wildcat Special Warrant shall be deemed to be exercised for no additional consideration into one fully paid and non-assessable Wildcat Share on the earlier of the Drop Dead Date and the Completion Date; and
(b) US$10,000,000 plus the reimbursement of financing costs of US$111,616 paid by the Vendor to be paid as follows:
(i) US$250,000 which the parties acknowledged and agree has been satisfied by the Purchaser by paying $250,000 to ASARCO LLC in partial satisfaction of the obligations of the Vendor under the Purchase Agreement;
(ii) US$3,500,000 to Quest Capital Corp on the Closing Date;
(iii) US$1,361,616 on or before June 30, 2006; and
(iv) US$5,000,000 on March 2, 2007.
6.2 Subject to the terms and conditions hereof, the Purchaser and the Vendor covenant and agree that at the Closing the Purchased Shares will be transferred to and registered in the name of the Purchaser.
6.3 The Vendor has advised the Purchaser that it holds certain of the Wildcat Special Warrants as bare trustee for the benefit of the following persons: Xxxx Xxxxxxx 10,000,000 Xxxxxx X. Xxxxx 1,000,000 Xxxxx Xxxxxx 100,000 Notwithstanding the foregoing, the Purchaser will be entitled to treat the Vendor as the sole owner of the Wildcat Special Warrants and to act in accordance with its instructions without regard to the interests of any other person, disclosed or undisclosed, and the Vendor will indemnify the Purchaser and save it harmless from all claims or damages incurred by it for so acting.
6.4 The Purchaser and the Vendor acknowledge and agree that some or all of the Wildcat Shares to be issued on the exercise of the Wildcat Special Warrants to the Purchaser pursuant to paragraph 6.1(a) shall be placed in escrow and released to the Vendor and its nominees over a three-year period commencing on the Effective Date pursuant to an escrow agreement (the “Escrow Agreement”), however, any Wildcat Shares remaining in escrow under the Escrow Agreement, shall be released from escrow in the event that:
(a) the Purchaser completes, or has completed, a technical report in accordance with Nat...
Purchase Price and Delivery. 13 Section 3.1 Purchase Price and Payment......................................................... 13 Section 3.2
Purchase Price and Delivery. Unless the contrary appears on the face of this document, Buyer shall pay the purchase price within thirty (30) days from the date of the shipment. Terms are F.O.B. Seller’s plant in Bristol, Rhode Island. Seller has no obligation to install any articles. Unless the contrary appears on the face of this document, Buyer shall pay all shipping costs and bear the risk of loss after Seller completes delivery to the carrier.
Purchase Price and Delivery. The total purchase price shall be the cancellation of the indebtedness due from Seller to Buyer in the amount of $50,485.
Purchase Price and Delivery. The total purchase price (the "Purchase Price") that shall be paid by Buyers for the Stock shall be $930,000, payable by wire transfer to Seller at the Closing. Seller shall deliver to Buyers at Closing, concurrently with the payment of the Purchase Price, (i) the stock certificates representing one hundred percent (100%) of the issued and outstanding Stock of the Corporation, duly endorsed in blank or accompanied by assignments separate from the certificate duly endorsed in blank, (ii) certified copies of resolutions adopted by the Seller, as the sole shareholder of the Corporation, removing from office all officers and directors of the Corporation and (iii) the minute books, stock records and corporate seal of the Corporation, certified as complete and correct as to all actions taken since September 1, 1997 by the Secretary or Assistant Secretary of the Corporation.
Purchase Price and Delivery. The total purchase price (the "Purchase Price") that shall be paid by Buyer for the Pipeline shall be $245,000, payable by wire transfer to Seller at the Closing. Seller shall deliver to Buyer at Closing, concurrently with the payment of the Purchase Price, (i) the Quit Claim, duly executed and acknowledged by Seller and (ii) a certificate of the Secretary of the Seller, in form and substance reasonably satisfactory to Buyer, certifying the incumbency of each of the officers of Seller executing this Agreement or any other document delivered hereunder.
Purchase Price and Delivery. 5.1 Subject to subsection 5.2, the consideration to be paid by Ventana for the BC Company Shares (the “Purchase Price”) is:
(a) the allotment and issuance to Augusta on the date hereof, or on such date after Closing as the Purchaser and Augusta may agree, of an aggregate of THREE MILLION (3,000,000) fully paid and non-assessable Ventana Special Warrants. Each whole Ventana Special Warrant shall be deemed to be exercised for no additional consideration into one fully paid and non-assessable Ventana Purchase Share on the Completion Date if the Completion Date occurs before the Drop Dead Date. If, however, the Completion Date has not occurred on or before the Drop Dead Date, each whole Ventana Special Warrant shall be deemed to be exercised for no additional consideration into one fully paid and non-assessable Ventana Purchase Share on the Drop Dead Date and immediately thereafter Augusta will exercise its right under Subsection 3.2 pursuant to which each Ventana Purchase Share shall immediately be exchanged, for no additional consideration, for one Wildcat Share; and
(b) US $675,000 to the Vendor on the Closing Date, or on such date after Closing as the Purchaser and the Vendor may agree.
5.2 Subject to the terms and conditions hereof, the Purchaser and the Vendor covenant and agree that at the Closing, or as at such date after Closing as the Purchaser and the Vendor may agree, the BC Company Shares will be transferred to and registered in the name of Ventana.
5.3 Subject to the terms and conditions hereof, the Purchaser and the Vendor covenant and agree that on the Delivery Date the Purchased Quotas will have been transferred to and registered in the name of the BC Company.
5.4 The consideration to be paid by Ventana to Augusta US for its beneficial interest in the one Company Quota that is not a Purchased Quota shall be US $1.00.
5.5 From and after date hereof, the Purchaser will assume, pay, discharge, perform and be responsible for any and all obligations and liabilities of the Vendor arising under the Contracts including without limitation any and all amounts owed by the Vendor, accruing, arising out of, or relating to the Contracts, if any, whether actual or contingent, matured or unmatured, liquidated or unliquidated, or known or unknown, which are now or hereafter outstanding or payable by Vendor, including without limitation any and all royalties or payments that are required to be made, together with all interest which accrues thereon from time to ...
Purchase Price and Delivery. Unless provided to the contrary on the face of this Sales Contract, Buyer will pay the purchase price in full within 30 days from the date of shipment. Terms are F.O.B. Seller's place of business. Buyer will pay all shipping costs and bear the risk of loss after Seller completed delivery to the carrier.
Purchase Price and Delivery. The total purchase price that shall be paid by the Shareholders to BSD for the Subsidiaries shall be 75,000 shares of common stock of Coventry owned by Shareholders.
Purchase Price and Delivery. Unless provided to the contrary in the accompanying Acknowledgement, Buyer shall pay the purchase price in full within 30 days from date of shipment. Terms are FCA Seller’s place of business at Hope, Indiana. Buyer shall pay all shipping costs and bear the risk of loss after Seller completes delivery to the carrier.
