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-Nine Thousand Nine Hundred Forty-Eight Dollars ($29,948) (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 Ninety Thousand Dollars ($90,000) (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 Fifty-Seven Thousand Dollars ($57,000) (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 1,500 Membership Interests, having a value equal to Fifteen Thousand Dollars ($15,000), to the party from which Seller acquired the Asset, as the remaining 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. (a) The aggregate purchase price payable by the Buyer to the Sellers for the Interests shall be SIX MILLION and 00/100 DOLLARS ($6,000,000.00) (the “Purchase Price”), consisting of:
(i) ONE MILLION FIVE HUNDRED THOUSAND and 00/100 DOLLARS ($1,500,000.00) shall be payable in cash at the Closing (the “Cash Portion”) by wire transfer of immediately available funds to an account or accounts specified in writing by the Sellers, with each Seller receiving its Allocated Share of the Cash Portion.
(ii) ONE MILLION FIVE HUNDRED THOUSAND and 00/100 DOLLARS ($1,500,000.00) worth of shares of the Buyer’s common stock (the “Buyer Shares”), par value $0.001 per share (the “Common Stock”), valued per share at the Closing 7-Day VWAP (as defined in Section 1.04 below), to be issued by the Buyer to the Sellers within ninety (90) days from the Closing, with each Seller receiving a number of Buyer Shares (rounded up to the nearest whole Buyer Share) based on such Seller’s Allocated Share, subject to the terms and conditions set forth in Exhibit A. The Buyer Shares will be issued in reliance upon the exemption from securities registration afforded by Rule 506 of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), and they shall be subject to applicable restrictions under federal securities Laws (as defined in Section 3.05).
(iii) THREE MILLION and 00/100 DOLLARS ($3,000,000.00) shall be payable in cash or shares of Common Stock, at the sole discretion of the Buyer, to the Sellers (the “Total Earnout”), with each Seller receiving its Allocated Share of the Total Earnout, if, when, and to the extent payable in accordance with the terms and conditions set forth in Exhibit B.
(b) 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 Interests. 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 membership interests of the Company, (ii) there will be no holders of Interests in, or other equity securities of, the Company, other than the Buyer, and (iii) there will be no holders of Interest-Related Rights (as defined in Section 3.03(b)) in the Company, other than the Buyer.
(c) Notwithstanding anything to the contrary contained in this Agreement, under no circumstances shall the aggregate number of Buyer Shares and shares of Common Stock issuable pursuant to Sectio...
Purchase Price; Consideration. As full consideration for the sale and transfer by Party A of the New Exploration Licenses 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 Licenses. · The issuance and transfer of the New Exploration Licenses 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 Licenses 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 Licenses and other matters as Party B may reasonably require in connection with the operations of the businesses authorized or granted under the Exploration Licenses and the New Exploration Licenses.
(c) Subject to s...
Purchase Price; Consideration. As consideration for the purchase of the Assets and the performance by Seller of various other matters as provided herein, Purchaser shall pay and deliver to Seller at the Closing the following (the "Purchase Price"):
(a) A certified or bank cashier's check, payable to the order of Seller, or by wire transfer to an account of Seller designated by Seller, in the amount of Five Hundred Five Thousand Six Hundred Ninety-Four and No/100 Dollars ($505,694.00); and
(b) Shares of Common Stock issued by LRA-Texas, having a par value of one-cent ($0.01) per share, issued in the names of Xxx X. Xxxxxxxx and Xxxx Xxxxxx, respectively, the general partners of Seller (the "Common Stock"), in the amounts set forth in Section 6.3, at an issue price of Seven and 56/100 Dollars ($7.56), per share based on the cash flow multiple paid by the institutional investors in the initial capitalization of LRA-Texas, adjusted to reflect the pro forma cash flow of LRA-Texas at the Effective Date; and
(c) Shares of Series C Preferred Stock issued by LRA-Texas, having a par value of One Dollar ($1.00) per share, issued in the names of Xxx X. Xxxxxxxx and Xxxx Xxxxxx, respectively, the general partners of Seller (the "Preferred Stock"), in the amount set forth in Section 6.3, at an issue price of One Dollar ($1.00) per share.
Purchase Price; Consideration. Purchaser shall have delivered the Initial Purchase Price to Seller in accordance with Section 2.6(a) hereof.
