Sale and Exchange. Debtor shall not, without the written consent of the Secured Party, sell, exchange, contract to sell, lease, encumber or transfer the Collateral, and whether or not such consent has been obtained, the proceeds of such sale, exchange, or transfer shall be applied to the obligations secured by this Security Agreement, or become subject to the security interest of this Security Agreement, provided, however that nothing herein shall be construed to prohibit the sale of Collateral in the ordinary course of the Business; or
(i) Simultaneously with or prior to such removal any such Collateral (to the extent the Collateral may be susceptible of removal) such Collateral shall be replaced with other property of a value at least equal to that of the replaced Collateral and shall be free from any security interest or other encumbrance and from any reservation of title, and by such removal and replacement Debtor shall be deemed to have subjected such replacement property to this Agreement, or
(ii) Any net cash proceeds received from such disposition (other than from the collection of accounts receivable in the ordinary course of business) shall at the election of the Secured Party, be paid over promptly to the Secured Party to be held as security for the performance and payment of all obligations secured by this Agreement according to their terms or applied to the payment thereof.
Sale and Exchange. 2 Sale of the Notes and Warrants. The Company hereby sells, conveys, transfers and delivers to each Purchaser, severally and not jointly, and each Purchaser, severally and not jointly, hereby purchases and accepts, the Notes and the Warrants, in the amounts set forth on Exhibit A attached hereto, in accordance with the terms hereof.
Sale and Exchange. The Debtor may not sell or exchange the collateral without the written consent of the Secured Party, and whether or not such consent has been obtained, the proceeds of such sale or exchange at the option of the Secured Party shall be: (1) applied on the obligations secured by this agreement, or (2) subject to the lien of this agreement.
Sale and Exchange. Subject to the terms and conditions set forth herein, each Member hereby irrevocably and unconditionally agrees to sell, transfer, assign, convey and set over to ANHI, and ANHI hereby irrevocably and unconditionally agrees to purchase, all of such Members' right, title and interest in such Member's Membership Interest; provided, however, that the closing (the "Exchange Closing") of the transfer of such Member's Membership Interest and the issuance and delivery of the proper number of Shares in exchange therefor (together, the "Exchange Transaction") shall only take place simultaneously with the IPO Closing. If the IPO Closing does not occur on or prior to May 31, 1999, this Agreement shall terminate without further liability or obligation of any party hereto.
Sale and Exchange. On and subject to the terms and conditions of this Agreement, Weather II and the Weather I Shareholders shall each sell, assign, convey, transfer and deliver the Weather I Shares set forth opposite its name on Part II of Annex 2.1, free and clear of all Liens, to VimpelCom in exchange for that portion of the Consideration set forth opposite its name on Part II of Annex 2.1. In this regard, Weather II and the Weather I Shareholders shall take all steps necessary to release the Weather I Shares set for on Part II of Annex 2.1 from any pledge or escrow arrangements benefitting them. Following receipt of the Weather I Shares set forth on Part II of Annex 2.1 at Closing, VimpelCom intends to transfer, by way of contribution or otherwise, all or a portion of such Weather I Shares to VimpelCom Amsterdam B.V.
Sale and Exchange. (a) The Selling Stakeholders shall sell and transfer to Buyer and Buyer shall purchase from the Selling Stakeholders, the Shares and/or Options held by such Selling Stakeholders and set forth opposite their names on Exhibit A hereto for the consideration set forth on such Exhibit.
(b) The Management Stakeholders and the Company shall exchange the Shares and Options held by the Management Stakeholders and set forth opposite their names on Exhibit B hereto for Notes issued by the Company in the principal amounts set forth opposite the names of the Management Stakeholders on such Exhibit.
Sale and Exchange. 2 Sale of the Shares. The Company hereby sells, conveys, transfers and delivers to the Purchaser, and the Purchaser hereby purchases and accepts, the Shares and Warrant, in accordance with the terms hereof. The Warrant shall entitle the Purchaser to purchase the Warrant Shares at an exercise price of $1.00 per share, and shall be substantially in the form of warrant attached hereto as Exhibit A.
Sale and Exchange. 6 3. CONSIDERATION............................................................................................6
Sale and Exchange. 2.1 In accordance with and subject to the provisions of this Agreement, the Vendors as beneficial owners shall sell or procure to be sold the Shares and the Purchaser shall purchase the Shares free from all Encumbrances together with all rights of any nature whatsoever now or after the date of this Agreement attaching or accruing to them in exchange for the issue to the Vendors of the Consideration Shares.
2.2 Each Vendor waives all rights of pre-emption and other restrictions on transfer over the Shares conferred on it or any other persons under the Articles of Association of the Company or otherwise.
2.3 Each Vendor represents and warrants to the Purchaser in the terms of the Vendors' Representations and Warranties set out in Schedule 6.
Sale and Exchange. 1.1 On the Closing Date (as hereinafter defined) HPF shall assign, transfer and convey to Company its ownership interest of NSDirect representing eighty-one and one half percent (81.5%) of all outstanding ownership interests in NSDirect. In exchange for its interest in NSDirect, HPF shall receive a payment of Four Hundred Thousand Dollars ($400,000.00). The Company shall make payment to HPF at Closing by wire transfer to HPF's bank account in the amount of Four Hundred Thousand Dollars ($400,000.00).
1.2 On the Closing Date (as hereinafter defined) HPF shall assign, transfer and convey to Company the remainder of its ownership interest in NSDirect representing seven and one half percent (7.5%) of all outstanding ownership interests in NSDirect. In exchange for its ownership interest in NSDirect, HPF shall receive 8,200,000 shares of the Company's common stock, representing 40.9% of all outstanding shares of the Company on a fully diluted basis as of the Closing Date.
1.3 On the Closing Date, Haveson shall assign, transfer and convey to Company his ownership intxxxxx xn NSDirect representing seven and one half percent (7.5%) of all outstanding ownership interests in NSDirect. In exchange for its ownership interest of NSDirect, Haveson shall receive 8,200,000 shares of the Company's common stock, xxxxxxxnting 40.9% of all outstanding shares of the Company on a fully diluted basis as of the Closing Date.
1.4 On the Closing Date, Management shall assign, transfer and convey to Company their ownership interests in NSDirect representing three percent (3%) of all outstanding ownership interests in NSDirect. In exchange for its ownership interest in NSDirect, Management shall receive 600,000 shares of the Company's common stock, representing 2.99% of all outstanding shares of the Company on a fully diluted basis as of the Closing Date.
1.5 On the Closing Date, Tecce shall assign, transfer and convey to Company his ownership interxxx xn NSDirect representing one half of one percent (2.5%) of all outstanding ownership interests in NSDirect. In exchange for his ownership interest in NSDirect, Tecce shall receive 500,000 shares of the Company's common stock, reprxxxxxing 2.5% of all outstanding shares of the Company on a fully diluted basis as of the Closing Date.
1.6 As a result of the transactions contemplated herein, the existing shareholders of record of the Company who hold shares at the date and time of the Closing of this transaction (the "Existing Shareholders...
