Purchase Price; Transfer of Securities Sample Clauses

Purchase Price; Transfer of Securities. 1.2.1. The entire and aggregate purchase price for the Shares, which shall be paid at the Closing, shall be One Million Eight Hundred Thousand Dollars ($1,800,000) (the "Purchase Price") in immediately available funds. At the Closing, the Purchase Price shall be deposited by wire transfer into an account designated by Seller. 1.2.2. Seller shall deliver to Purchaser at the Closing, concurrently with the payment of the Purchase Price, stock certificates representing the Shares, with appropriate legends indicating that the Shares have not been registered under the securities laws, duly endorsed.
Sample 1
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Purchase Price; Transfer of Securities. (a) The full, entire and aggregate purchase price that has been and shall be paid at the Closing on the Closing Date by the Purchaser to the Sellers for the Sellers' Shares shall be Five Million Dollars ($5,000,000) (the "Purchase Price"). The Purchase Price shall be allocated among the Sellers as set forth in 1.1 above and has been and shall be paid as follows: (b) Fifty Thousand Dollars ($50,000) has been paid and by check of the Purchaser (# 5160) dated December 22, 1997 payable to the order of GVI and shall be allocated to the Sellers at Closing in accordance with 1.1 above. (c) Four Million Nine Hundred and Fifty Thousand Dollars ($4,950,000) shall be paid and allocated to each of the Sellers, by checks of the Purchaser payable to the order of each Seller in accordance with allocation ratio in 1.1 above. (d) The Sellers shall deliver to the Purchaser at the Closing on the Closing Date, concurrently with the payment of the Purchase Price, free and clear of any and all liens and encumbrances, stock certificates of GVI, representing the Sellers' Shares owned of record and beneficially by each of the Sellers, duly endorsed in blank, or accompanied by assignments separate from certificates duly endorsed in blank.
Sample 1
Purchase Price; Transfer of Securities. 1.2.1. The full, entire, and aggregate purchase price that Purchaser shall pay for the Shares shall be $1,100,000 (the “Purchase Price”). The Purchase Price shall be paid to the Seller as follows: 1.2.1.1. 100,000 shall be paid to Seller at Closing. 1.2.1.2. $250,000 shall be paid to Seller on the last day of each calendar year beginning with December 31, 2013 and continuing on the last day of each successive calendar year through and including December 31, 2016, subject to offset for any indemnification obligations of Seller pursuant to Section 6 hereof. 1.2.2. The Seller shall deliver to the Purchaser at the Closing on the Closing Date, the stock certificate or certificates representing the Shares owned of record and beneficially by the Seller, duly endorsed in blank, or accompanied by assignments separate from certificate duly endorsed in blank.
Sample 1
Purchase Price; Transfer of Securities. 1.2.1 The full, entire and aggregate purchase price that shall be paid at the Closing on the Closing Date by the Purchaser to the Seller for the Seller's Shares shall be Sixty-five Thousand Dollars ($65,000) (the "Purchase Price"). A deposit in the amount of $70,000 has been previously delivered in escrow by Purchasers and shall be applied to the Purchase Price and the liabilities assumed under Section 1.2.2 below at Closing. 1.2.2 In addition to payment of the Purchase price, Purchasers agree to assume those liabilities specifically identified in Section 3.1.13, but only in an amount not to exceed $5,000. 1.2.3 The Seller shall deliver to the Purchasers at the Closing on the Closing Date, an aggregate of 22,938,593 shares of common stock, which shares shall be validly issued, full paid and non-assessable upon issuance in accordance with the terms of this Agreement. 1.2.4 Purchasers shall not acquire any interest whatsoever in and to that certain wholly owned subsidiary of the Company, Cedar Pacific Golf Properties, a Nevada corporation, because the transaction in which the Company was to acquire that subsidiary is being rescind ed concurrently. The CPGP Group shall assume all ownership in said corporation pursuant to the terms of the Rescission Agreement and shall hold Purchasers harmless, indemnifying them against any liability or claim arising from said corporation. Representations made by Seller under paragraph 3 below, concerning the Company are made inclusive of said corporation.
Sample 1
Purchase Price; Transfer of Securities. 1.2.1. The total purchase price that shall be paid by Purchaser to the Sellers for the Sellers Shares shall be Three Hundred Fifty Thousand and no/100 Dollars ($350,000.00) (the "Purchase Price"), subject to the following terms. Of that Purchase Price, One Hundred Seventy-Five Thousand and no/100 Dollars ($175,000.00) shall be paid at the Closing by bank cashier's check or by wire transfer into bank accounts to be designated by Sellers, and allocated among the Sellers as follows:
Sample 1
Purchase Price; Transfer of Securities. (a) The aggregate purchase price for the Membership Interests shall be four million and one dollars ($4,000,001.00), subject to the terms and conditions hereof and the representations and warranties contained herein (the “Purchase Price”) and shall be paid in the following manner: (i) Purchaser agrees to a payment, in aggregate, of four million and one dollars ($4,000,001.00) paid in fifty percent (50%) stock subject to lock-up and bleed-out/leak-out provisions listed below and fifty percent (50%) in the form of a promissory note; and (ii) Purchaser and Seller agree that the per share value of Purchaser stock shall be determined at the signing of this definitive agreement by taking the average of the immediately preceding eight (8) days’ published closing stock prices. This value shall be the value designated toward payment of two millions dollars ($2,000,000.00) in Purchaser stock to Sellers (for instance $0.25 share value would equal an issuance of eight million (8,000,000) shares of Purchaser stock); and (iii) at the Closing, Purchaser shall pay to Sellers two million dollars ($2,000,000.00) in shares of Purchaser common stock that will be subject to a lock-up and leak-out/bleed-out provisions that restricts the marketability, transferability, and/or sale of Purchaser’s securities to no more than five percent (5%) per day of the average of the prior five (5) days’ closing volumes with all restrictions lifting after eighteen (18) months, and Sellers and Purchaser, as mutual consideration for agreement, agree to a predetermined, non-negotiable value as defined above; and (iv) at the Closing, Purchaser shall issue a two (2) year note to Buyers for two million dollars ($2,000,000.00), interest accruing at eight percent (8%) annually, payable in quarterly installments of one hundred fifty thousand dollars ($150,000.00) (the “Note”), with the first one hundred fifty thousand dollars ($150,000.00) payment being due ninety (90) days following Closing and with a balloon payment owing at the end of the term; and (b) Sellers shall deliver to Purchaser at the Closing on the Closing Date, concurrently with the payment of the Purchase Price, an assignment of the Membership Interest in such form as Purchaser may reasonably require. (c) Purchaser agrees to accelerate payment of the Note under the following circumstances and subject to the following terms: (i) If Purchaser raises more than four million dollars $4,000,000.00 in any new financing, Purchaser agrees to pay ...
Sample 1
Purchase Price; Transfer of Securities 
Sample 1
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Related to Purchase Price; Transfer of Securities

  • Transfer of Securities The Bank will transfer, exchange, deliver or release Portfolio Securities held by it hereunder, insofar as such Securities are available for such purpose, provided that before making any transfer, exchange, delivery or release under this Section only upon receipt of Proper Instructions. The Proper Instructions shall state that such transfer, exchange or delivery is for a purpose permitted under the terms of this Section 6.12, and shall specify the applicable subsection, or describe the purpose of the transaction with sufficient particularity to permit the Bank to ascertain the applicable subsection. After receipt of such Proper Instructions, the Bank will transfer, exchange, deliver or release Portfolio Securities only in the following circumstances: (a) Upon sales of Portfolio Securities for the account of the Fund, against contemporaneous receipt by the Bank of payment therefor in full, or against payment to the Bank in accordance with generally accepted settlement practices and customs in the jurisdiction or market in which the transaction occurs, each such payment to be in the amount of the sale price shown in a broker's confirmation of sale received by the Bank before such payment is made, as confirmed in the Proper Instructions received by the Bank before such payment is made; (b) In exchange for or upon conversion into other securities alone or other securities and cash pursuant to any plan of merger, consolidation, reorganization, share split-up, change in par value, recapitalization or readjustment or otherwise, upon exercise of subscription, purchase or sale or other similar rights represented by such Portfolio Securities, or for the purpose of tendering shares in the event of a tender offer therefor, provided, however, that in the event of an offer of exchange, tender offer, or other exercise of rights requiring the physical tender or delivery of Portfolio Securities, the Bank shall have no liability for failure to so tender in a timely manner unless such Proper Instructions are received by the Bank at least two business days prior to the date required for tender, and unless the Bank (or its agent or subcustodian hereunder) has actual possession of such Security at least two business days prior to the date of tender; (c) Upon conversion of Portfolio Securities pursuant to their terms into other securities; (d) For the purpose of redeeming in-kind shares of the Fund upon authorization from the Fund; (e) In the case of option contracts owned by the Fund, for presentation to the endorsing broker; (f) When such Portfolio Securities are called, redeemed or retired or otherwise become payable; (g) For the purpose of effectuating the pledge of Portfolio Securities held by the Bank in order to collateralize loans made to the Fund by any bank, including the Bank; provided, however, that such Portfolio Securities will be released only upon payment to the Bank for the account of the Fund of the moneys borrowed, provided further, however, that in cases where additional collateral is required to secure a borrowing already made, and such fact is made to appear in the Proper Instructions, Portfolio Securities may be released for that purpose without any such payment. In the event that any pledged Portfolio Securities are held by the Bank, they will be so held for the account of the lender, and after notice to the Fund from the lender in accordance with the normal procedures of the lender and any loan agreement between the fund and the lender that an event of deficiency or default on the loan has occurred, the Bank may deliver such pledged Portfolio Securities to or for the account of the lender; (h) for the purpose of releasing certificates representing Portfolio Securities, against contemporaneous receipt by the Bank of the fair market value of such security, as set forth in the Proper Instructions received by the Bank before such payment is made; (i) for the purpose of delivering securities lent by the Fund to a bank or broker dealer, but only against receipt in accordance with street delivery custom except as otherwise provided herein, of adequate collateral as agreed upon from time to time by the Fund and the Bank, and upon receipt of payment in connection with any repurchase agreement relating to such securities entered into by the Fund; (j) for other authorized transactions of the Fund or for other proper corporate purposes; provided that before making such transfer, the Bank will also receive a certified copy of resolutions of the Board, signed by an authorized officer of the Fund (other than the officer certifying such resolution) and certified by its Secretary or Assistant Secretary, specifying the Portfolio Securities to be delivered, setting forth the transaction in or purpose for which such delivery is to be made, declaring such transaction to be an authorized transaction of the Fund or such purpose to be a proper corporate purpose, and naming the person or persons to whom delivery of such securities shall be made; and (k) upon termination of this Agreement as hereinafter set forth pursuant to Section 8 and Section 16 of this Agreement. As to any deliveries made by the Bank pursuant to this Section 6.12, securities or cash receivable in exchange therefor shall be delivered to the Bank.

  • Sale and Purchase of Securities Subject to the terms and conditions hereof, the Company agrees to sell, and Purchaser irrevocably subscribes for and agrees to purchase, the number of Units set forth on the signature page of this Agreement at a purchase price of $15.00

  • Repurchase of Securities AT THE OPTION OF THE HOLDER UPON A CHANGE IN CONTROL

  • Registration and Transfer of Securities All Securities held for the Fund that are issued or issuable only in bearer form shall be held by the Custodian in that form, provided that any such Securities shall be held in a Book-Entry System if eligible therefor. All other Securities held for the Fund may be registered in the name of the Fund, the Custodian, a Sub-Custodian or any nominee thereof, or in the name of a Book-Entry System, Securities Depository or any nominee of either thereof. The records of the Custodian with respect to foreign securities of the Fund that are maintained with a Sub-Custodian in an account that is identified as belonging to the Custodian for the benefit of its customers shall identify those securities as belonging to the Fund. The Trust shall furnish to the Custodian appropriate instruments to enable the Custodian to hold or deliver in proper form for transfer, or to register in the name of any of the nominees referred to above or in the name of a Book-Entry System or Securities Depository, any Securities registered in the name of the Fund.

  • Purchase of Securities Promptly upon each purchase of Securities for the Fund, Written Instructions shall be delivered to the Custodian, specifying (i) the name of the issuer or writer of such Securities, and the title or other description thereof, (ii) the number of shares, principal amount (and accrued interest, if any) or other units purchased, (iii) the date of purchase and settlement, (iv) the purchase price per unit, (v) the total amount payable upon such purchase, and (vi) the name of the person to whom such amount is payable. The Custodian shall upon receipt of such Securities purchased by the Fund pay out of the moneys held for the account of the Fund the total amount specified in such Written Instructions to the person named therein. The Custodian shall not be under any obligation to pay out moneys to cover the cost of a purchase of Securities for the Fund, if in the Fund Custody Account there is insufficient cash available to the Fund for which such purchase was made.

  • Purchases of Securities PFPC Trust shall settle purchased securities upon receipt of Oral Instructions or Written Instructions that specify: (i) the name of the issuer and the title of the securities, including CUSIP number if applicable; (ii) the number of shares or the principal amount purchased and accrued interest, if any; (iii) the date of purchase and settlement; (iv) the purchase price per unit; (v) the total amount payable upon such purchase; (vi) the Portfolio involved; and (vii) the name of the person from whom or the broker through whom the purchase was made. PFPC Trust shall upon receipt of securities purchased by or for a Portfolio (or otherwise in accordance with standard market practice) pay out of the monies held for the account of the Portfolio the total amount payable to the person from whom or the broker through whom the purchase was made, provided that the same conforms to the total amount payable as set forth in such Oral Instructions or Written Instructions.

  • Purchase, Sale and Delivery of Securities (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company the number of Firm Shares set opposite the name of such Underwriter in Schedule I hereto, subject to adjustments in accordance with Section 9 hereof. The purchase price for each Firm Share shall be $3.76 per share. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in Section 8 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm shares specified in Schedule I. The Firm Shares will be delivered by the Company to the Representatives for the accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of Xxxxx Xxxxxxx & Co., U.S. Bancorp Center, 800 Nicollet Mall, Minneapolis, Minnesota, or such other location as may be mutually acceptable, at 9:00 am Central time on the third (or if the Firm Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date hereof, or at such other time and date as the Representatives and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, such time and date of delivery being herein referred to as the “First Closing Date.” If the Representatives so elect, delivery of the Firm Shares may be made through the facilities of the Depository Trust Company’s DWAC system to the accounts at The Depository Trust Company designated by the Representatives. (b) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchase all or any portion of the Option Shares to be sold by the Company hereunder, at the same purchase price as the Firm Shares, for use solely in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time and from time to time within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by the Representatives, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date”, respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to the Representatives or the accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of Xxxxx Xxxxxxx & Co., U.S. Bancorp Center, 800 Nicollet Mall, Minneapolis, Minnesota, or such other location as may be mutually acceptable, at 9:00 am Central time, on the Second Closing Date. If the Representatives so elect, delivery of the Option Shares may be made be made through the facilities of the Depository Trust Company’s DWAC system to the accounts at The Depository Trust Company designated by the Representatives. (c) Certificates evidencing the Securities in definitive form and in such denominations and registered in such names as the Representatives shall request pursuant to an instruction letter from the Representatives or in the notice of option exercise, as applicable, will be made available for checking at a reasonable time preceding the First Closing Date or the Second Closing Date, as applicable, at the office of Xxxxx Xxxxxxx & Co., 000 Xxxxxxxx Xxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptable. (d) It is understood that Xxxxx Xxxxxxx, individually and not as Representatives of the several Underwriters, may (but shall not be obligated to) make payment to the Company, on behalf of any Underwriter for the Securities to be purchased by such Underwriter. Any such payment by you shall not relieve any such Underwriter of any of its obligations hereunder. Nothing herein contained shall constitute any of the Underwriters an unincorporated association or partner with the Company.

  • Disposition of Securities The Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of a Purchaser or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company at the Company’s expense, an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights and obligations of a Purchaser under the Transaction Documents and registration statement, if any.

  • Sale and Transfer of Shares Closing Subject to the terms and conditions of this Agreement, at the Closing, the following will occur: i. the Company will sell and transfer the Purchase Shares to GSAI and the Shareholders; ii. Bristlecone will deliver 4,500,000 common shares to the Company which shall be cancelled and returned to the treasury of the Company; iii Xxxxxxxxx will deliver 3,500,000 common shares to the Company which shall be cancelled and returned to the treasury of the Company; iv. GSAI will transfer 100% of the outstanding shares of ARCIS (the “ARCIS Shares”) to the Company. v. the Shareholders will transfer 100% of the outstanding shares of GCED (the “GCED Shares”) to the Company; vi. the Company shall deliver the 13,200,000 Purchase Shares issued in the amounts and to the persons set forth in Exhibit C hereto; vii. the Officers and Directors of the Company shall appoint the directors designated by GSAI and resign; and the newly appointed Directors of the Company who shall serve until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Charter and the By-Laws, shall appoint the new officers of the Company.

  • Payment of Securities Called for Redemption If notice of redemption has been given as above provided, the Securities or portions of Securities specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable redemption price, together with interest accrued to the date fixed for redemption, and on and after such date (unless the Company shall default in the payment of such Securities at the redemption price, together with interest accrued to such date) interest on the Securities or portions of Securities so called for redemption shall cease to accrue, and the unmatured coupons, if any, appertaining thereto shall be void and, except as provided in Sections 7.12 and 8.02, such Securities shall cease from and after the date fixed for redemption to be entitled to any benefit under this Indenture, and the Holders thereof shall have no right in respect of such Securities except the right to receive the redemption price thereof and unpaid interest to the date fixed for redemption. On presentation and surrender of such Securities at a place of payment specified in said notice, together with all coupons, if any, appertaining thereto maturing after the date fixed for redemption, said Securities or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption price, together with interest accrued thereon to the date fixed for redemption; provided that payment of interest becoming due on or prior to the date fixed for redemption shall be payable in the case of Securities with coupons attached thereto, to the Holders of the coupons for such interest upon surrender thereof, and in the case of Registered Securities, to the Holders of such Registered Securities registered as such on the relevant record date subject to the terms and provisions of Sections 2.04 and 2.13 hereof. If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate of interest or Yield to Maturity (in the case of an Original Issue Discount Security) borne by such Security. If any Security with coupons attached thereto is surrendered for redemption and is not accompanied by all appurtenant coupons maturing after the date fixed for redemption, the surrender of such missing coupon or coupons may be waived by the Company and the Trustee, if there be furnished to each of them such security or indemnity as they may require to save each of them harmless. Upon presentation of any Security of any series redeemed in part only, the Company shall execute and the Trustee shall authenticate and deliver to or on the order of the Holder thereof, at the expense of the Company, a new Security or Securities of such series and tenor (with any unmatured coupons attached), of authorized denominations, in principal amount equal to the unredeemed portion of the Security so presented.

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