Common use of Purchase Price and Payment for Assets Clause in Contracts

Purchase Price and Payment for Assets. 3.1 TNCI will acquire the Assets in consideration for: 3.1.1 its issuance to IFT of the greater of 1,055,745 restricted shares of its voting common stock, $.001 par value ("Common Stock"), or the maximum number of authorized but unissued shares of Common Stock of TNCI not otherwise reserved for issuance as of the Closing Date provided TNCI has received the approval of the Nasdaq Stock Market, Inc. to issue such maximum number of shares as contemplated in Paragraph 9.2; 3.1.2 its issuance to IFT of that number of shares of its Series D Preferred Stock (the terms and conditions of which are set forth on Schedule 3.1.1-A) such that the total of the number of shares of Common Stock into which the Series D Preferred Stock is convertible plus the number of shares of Common Stock issued to IFT under Paragraph 3. 1.1 is equal to sixty percent (60%) of the outstanding shares of capital stock of TNCI immediately following the Closing Date, taking into account the issuance of such Common Stock to IFT under Paragraph 3.1.1 and the conversion of Series D Preferred Stock into Common Stock, and treating all convertible securities, options, warrants or other rights to acquire securities of TNCI as if converted or exercised as of the close of business on the date immediately preceding the Closing Date (whether or not actually converted or exercised as of the Closing Date) into Common Stock. The shares of Common Stock and Series D Preferred Stock to be issued to IFT as consideration for the transaction contemplated by this Agreement are collectively referred to in this Agreement as the "TNCI Shares." Schedule 3.1.1-B attached hereto sets forth the computation of the TNCI Shares to be issued to IFT; and 3.1.3 The assumption by TNCI of the Liabilities. 3.2 The purchase price ("Purchase Price") shall be allocated among the Assets according to Schedule 3.2. 3.3 TNCI and IFT will determine, as of the Closing Date, the number of TNCI Shares to be issued to IFT pursuant to this Paragraph 3, and TNCI shall deliver a certificate at closing, signed by the chief financial officer of TNCI, certifying the accuracy of such number. 3.4 IFT will transfer title to the Assets and make the Corporate Records of IFT available for copying to TNCI on the Closing Date. The term "Corporate Records" shall mean any and all records kept by IFT regarding the Assets and Assumed Liabilities identified on Schedule 3.4.