Purchase Price; Consideration. Purchaser shall, on the date hereof (the “Closing Date”), issue to Seller a promissory note, substantially in the form attached hereto as Exhibit B, in the sum of Twenty Thousand Dollars ($20,000) (the “Promissory Note”) as the consideration for the Ownership Interests.
Purchase Price; Consideration. Purchaser shall, on the date hereof (the “Closing Date”), issue to Seller a promissory note, substantially in the form attached hereto as Exhibit B, in the sum of Six Thousand Eighty-Eight Dollars ($6,088) (the “Promissory Note”) as the consideration for the Ownership Interests.
Purchase Price; Consideration. Purchaser shall, on the date hereof (the “Closing Date”), issue to Seller a promissory note, substantially in the form attached hereto as Exhibit B, in the sum of Twenty-Four Thousand Dollars ($24,000) (the “Promissory Note”) as the consideration for the Ownership Interests.
Purchase Price; Consideration. Purchaser shall, on the date hereof (the “Closing Date”), issue to Seller a promissory note, substantially in the form attached hereto as Exhibit B, in the sum of Seventy-Five Thousand Dollars ($75,000) (the “Promissory Note”) as partial consideration for the Ownership Interests. Upon the closing of the offering of membership interests in Purchaser (the “Membership Interests”), Purchaser shall issue 2,500 Membership Interests, having a value equal to Twenty Five Thousand Dollars ($25,000), to the party from which the Seller acquired the Asset, as the remaining consideration for the Ownership Interests.
Purchase Price; Consideration. Purchaser shall, on the date hereof (the “Closing Date”), issue to Seller a promissory note, substantially in the form attached hereto as Exhibit B, in the sum of One Hundred Ten Thousand Dollars ($110,000) (the “Promissory Note”) as the consideration for the Ownership Interests.
Purchase Price; Consideration. (a) The aggregate purchase price for the Shares shall be US $50,000 (the “Purchase Price”) in cash, to be paid by the Buyer at Closing by wire transfer of immediately available funds, which each Seller receives a portion of the Purchase Price based on his Relative Share.
(b) On or prior to the Closing, the Sellers’ Representative shall deliver to the Buyer wire instructions for the account of each Seller to which the such Seller’s Relative Share of the Purchase Price will be delivered, and the Buyer shall pay the Purchase Price at Closing in accordance with such instructions, which shall fully satisfy the Buyer’s obligations under Section 1.02(a).
(c) The payment of the Purchase Price to the Sellers shall be in full satisfaction of all rights of the Sellers pertaining to their rights in and to the Shares. Effective as of the Closing (i) the Company shall be a wholly-owned subsidiary of the Buyer and the Buyer shall own 100% of the issued and outstanding Shares of the Company, (ii) there will be no holders of Shares in, or other equity securities of, the Company, other than the Buyer and (iii) there will be no holders of Stock-Related Rights (as defined below) in the Company, other than the Buyer.
Purchase Price; Consideration. As full consideration for the sale and transfer by Party A of the New Exploration License and the other covenants, agreements and obligations undertaken by Party A hereunder, Party B agrees to issue the Shares to Party A, all in accordance with the terms and provisions hereof and subject to the conditions and restrictions set forth herein.
(a) Party B shall issue the Shares in the name of Party A within 10 days after (i) execution and delivery of this Agreement by all parties in accordance with the terms hereof and (ii) satisfaction of each and all of the conditions precedent set forth in Section 3(b) hereof. Subject to the satisfaction of the conditions set forth in Section 3(b), the Shares shall be placed and held in escrow (by the Company) and shall be released from escrow on the terms, and subject to the conditions and restrictions, set forth in Section 3(c), Section 3(d) and Section 4 hereof.
(b) Without limiting such further conditions and provisions set forth in Section 3 and Section 4 hereof, the obligations of Party B under this Agreement shall be conditioned on and subject to the satisfaction of each and all of the following conditions: · Party B’s receipt of documents, instruments and certificates signed and issued by authorized governmental or administrative authorities evidencing the transfer to Party B of the rights and licenses granted under the Exploration License. · The issuance and transfer of the New Exploration License to Party B and Party B’s receipt of documents, instruments and certificates signed and issued by authorized governmental or administrative authorities evidencing the New Exploration License and Party B’s ownership of related exploration rights and licenses, including without limitation, rights to commercially exploit, extract and transport minerals and precious metals, all in accordance with the terms contemplated herein and otherwise on terms acceptable to Party B. · Completion of Party B’s due diligence review and investigation to the satisfaction of Party B. · Party B’s receipt of a legal opinion issued by a qualified attorney in the Republic of Guinea in form and substance to the reasonable satisfaction of Party B (“Legal Opinion”), in respect of the legal, financial and tax aspects of New Exploration License and other matters as Party B may reasonably require in connection with the operations of the businesses authorized or granted under the Exploration License and the New Exploration License.
(c) Subject to such fur...
Purchase Price; Consideration. Subject to section 4 below, in consideration for purchasing the Purchased Assets the Purchaser shall provide the following purchase price consideration (collectively, the "Purchase Price Consideration") to and for the benefit of the Vendor in the following manner and at the following times:
(a) arrange to provide the Vendor with an aggregate of U.S.$300,000 in secured funds prior to the Closing Date (as herein defined; and each being an "Initial Cash Payment" herein) in the following manner: (i) U.S.$150,000 on the acceptance date of this Agreement; and (ii) an additional U.S.$150,000 within 30 calendar days of the acceptance of this Agreement; representing the parties' mutually agreed upon and documented direct and indirect expenditures on reclamation work currently being conducted and to be conducted by the Vendor on the TUP and the MLUP (collectively, the "Mt. Xxxxx Reclamation") since the acceptance date of this Agreement and up to including the Closing Date;
(b) pay and issue to the Vendor the following amounts on the Closing Date (as herein defined):
(i) pay to the Vendor a cash payment equal to U.S.$1,000,000 less the final and cumulative Initial Cash Payments made under subsection 3(a) above prior to the Closing Date (the "Further Cash Payment"); and which Further Cash Payment shall be used by the Vendor to ensure that all current, secured indebtedness of the Vendor has been satisfied and released, to the sole and absolute discretion of the Purchaser, as at the Closing Date; and
(ii) issue to the Vendor 200,000 fully paid and restricted common shares from the treasury of the Purchaser (each a "Share"). The restrictions applicable to the Shares are disclosed by Purchaser in Appendix "D", which is attached hereto, and which is considered an integral part of this Agreement. In this respect the parties hereto understand, acknowledge and agree that the issuance of any said Shares is subject to the prior approval of NYSE Amex Equities stock exchange (the "NYSE Amex"); and
(c) if, as and when the Texas Commission on Environmental Quality (the "TCEQ") provides either the Vendor, the Purchaser, and/or their respective successors or assigns as the case may be, with clearance certificates in respect of the Mt. Xxxxx Reclamation (each a "Clearance Certificate"), and there is then a positive balance between: (i) U.S.$2,200,000.00; and (ii) less the sum of the aggregate direct expenditures then made or incurred by Purchaser from and after the Closing Date for Mt...
Purchase Price; Consideration. The Parties agree that the valuation of the Beneficial Rights being conveyed to Company hereunder is equal to the appraised value, or One Hundred Nineteen Million, Eight Hundred Sixty-Two Thousand, Six Hundred One United States dollars (US$119,862,601.00). The consideration payable by Company for the Beneficial Rights shall be in unicoins, or the rights to receive unicoins, representing 140% of the appraised value, or One Hundred Sixty-Seven Million, Eight Hundred Seven Thousand, Six Hundred Forty-One United States dollars (US$167,807,641.00). Therefore, as consideration for the Beneficial Rights being conveyed to Company hereunder, the Company shall allocate to the Investors three hundred thirty-five million six hundred fifteen thousand two hundred eighty-three (335,615,283) unicoins (the “Allocated Unicoins”).
Purchase Price; Consideration. Purchaser shall have delivered the Initial Purchase Price to Seller in accordance with Section 2.6(a) hereof.
