Sale and Purchase of Shares Purchase Price. (a) Upon the terms and subject to the conditions contained herein, at the Closing, Seller shall sell to Purchaser, and Purchaser shall acquire and accept, all of Seller's right, title and interest in and to the Shares.
(b) In consideration of the sale by Seller of the Shares, Purchaser shall pay to Seller Two Million Dollars (US $2,000,000) (the "Purchase Price"). The Purchase Price shall be payable as follows:
(i) One Hundred Thousand Dollars (US $100,000) shall be paid to the Seller at the Closing by wire transfer of immediately available funds; and
(ii) One Million Nine Hundred Thousand Dollars (US $1,900,000) by the delivery of a secured promissory note in the principal amount of US $1,900,000 (the "Note) payable to Seller in substantially the form attached hereto and made a part hereof as Exhibit A.
Sale and Purchase of Shares Purchase Price. CLOSING 18
Sale and Purchase of Shares Purchase Price. (a) Upon the terms and subject to the conditions of this Agreement, the Purchasers agree to purchase from the Company, and the Company agrees to issue and sell to the Purchasers, on the “Closing Date” (as defined herein), 10,000,000 shares of Common Stock (the “Company Shares”) for an aggregate purchase price of Two Million Dollars ($2,000,000) (the “Purchase Price”). Each Purchaser shall purchase that number of the Company Shares and pay that portion of the Purchase Price as is set forth opposite his or its name on Schedule 1 hereto, provided that Textile may designate an Affiliate (as defined herein) to purchase all or a portion of the shares of Common Stock to be purchased by Textile. For the purposes of this Agreement the term “Affiliate” shall mean, as to Textile, any other person controlling, controlled by, under the control of, or under common control with, such person. As used in this definition, “control” shall mean possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise).
Sale and Purchase of Shares Purchase Price. Subject to the terms and conditions of this Agreement, the Seller agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Sellers all of the issued and outstanding shares of capital stock of the Company (the "Shares") for an aggregate cash purchase price of $2 million, payable as set forth on Schedule 1 hereto (the "Purchase Price").
Sale and Purchase of Shares Purchase Price. (a) Upon the terms and subject to the conditions of this Agreement, the Purchaser agrees to purchase from the Company, and the Company agrees to issue and sell to the Purchaser, on the “Closing Date” (as defined herein), 14,325,200 shares of Common Stock (the “Company Shares”) in consideration for the forgiveness of the Debt under the Note (the “Purchase Price”) pursuant to that certain Debt Forgiveness Agreement (a copy of which is attached as Annex A hereto).
Sale and Purchase of Shares Purchase Price. Closing Debt 2.3 Post-Closing Adjustment 2.4 Closing
Sale and Purchase of Shares Purchase Price. Upon the terms and subject to the conditions contained in this Agreement, on the Closing Date, Sellers shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Sellers, the Shares, free and clear of all Liens. The aggregate purchase price for the Shares (the “Purchase Price”) shall be equal to One Hundred Thirty Eight Million Dollars ($138,000,000) (the “Cash Purchase Price”) less the Closing Debt as described in Section 2.2 (the “Net Cash Purchase Price”). The Purchase Price shall be subject to adjustment as described in Section 2.3. On the Closing Date, upon the terms and subject to the conditions set forth in this Agreement, the Net Cash Purchase Price less the Escrow Amount (as defined in Section 2.5), will be delivered to Sellers and the Escrow Amount will be delivered to the Escrow Agent in accordance with Section 2.5. The Net Cash Purchase Price less the Escrow Amount will be paid to the Sellers by wire transfer of immediately available funds to the bank accounts designated by each Seller and set forth on Schedule 2.1(a). The Purchase Price will be allocated among Sellers in accordance with Schedule 2.1(b) attached hereto.
Sale and Purchase of Shares Purchase Price. Upon the terms and subject to the conditions contained herein, on the Closing Date Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, the Shares free and clear of all Security Interests. The aggregate purchase price for the Shares shall be (i) $46,061,164 (the "BASE AMOUNT"), MINUS (ii) the Closing Debt as determined in accordance with Section 2.5(a) below, minus (iii) the Estimated Working Capital Adjustment as determined in accordance with Section 2.5(b) below (collectively, the "CLOSING PURCHASE PRICE"), PLUS or MINUS (iv) the Closing Working Capital Adjustment as determined and paid in accordance with Sections 2.6(a) and (b) below, PLUS or MINUS (v) the Closing Debt Adjustment as determined and paid in accordance with Section 2.6(c) below, MINUS (vi) the Section 2.7 Guarantee Adjustment as determined and paid in accordance with Section 2.7 below, plus (vii) the Section 2.7(b) RMR Adjustment as determined and paid in accordance with Section 2.7 below, PLUS (viii) the Third Party Alarm Adjustment as determined and paid in accordance with Section 2.7 below, MINUS (ix) the Severance Adjustment as determined and paid in accordance with Section 2.9 below (collectively, the "PURCHASE PRICE") DELIVERY OF PURCHASED SHARES AND PAYMENT OF CLOSING PURCHASE PRICE. On the Closing Date, Seller shall deliver to Buyer all stock certificates evidencing the Shares duly endorsed in blank or accompanied by stock powers duly endorsed in blank, in proper form for transfer, and with any required stock transfer tax stamps affixed, against payment on the Closing Date of the amount of the Closing Purchase Price, LESS the Attrition Holdback Amount and LESS the Severance Holdback Amount, by Wire Transfer as set forth in Section 2.11 below.
Sale and Purchase of Shares Purchase Price. CLOSING 11 2.1 Sale and Purchase of Shares 11 2.2 Cash Price 11 2.3 Payment of Purchase Price 12 2.4 Cash Price Adjustment 12 2.5 Closing Date 14 2.6 Deliveries Prior to the Closing Date 14 2.7 Deliveries on the Closing Date 15 2.8 Net Cash Payment to Selling Stockholders 16
Sale and Purchase of Shares Purchase Price. Upon the terms and subject to the conditions contained herein, Seller hereby sells, assigns, transfers, conveys and delivers to Buyer, free and clear of all Liens, and Buyer purchases from Seller, the Purchased Shares. The aggregate purchase price for the Purchased Shares, subject to adjustment as hereinafter provided, is One Million Two Hundred Fifty Thousand Dollars ($1,250,000) (the “Purchase Price”). Buyer shall make or cause to be made, by Wire Transfer, the following payments (in an amount, in the aggregate, equal to the Purchase Price):
(a) first, to the Escrow Agent, the Escrow Amount; and
(b) second, to Seller, the balance.
