Sale of Shares and Purchase Price. Subject to the terms and conditions set forth in this Agreement, the Investor agrees to purchase from Xxxxxx at the Initial Closing Date and the Second Closing Date (as defined below, each of which is herein referred to as a "Closing" and which together are referred to as the "Closings"), and Xxxxxx agrees to sell to the Investor at the Closings the Shares at an aggregate price to the Investor of Ten Million Dollars ($10,000,000) in cash, payable $2.5 million at the Initial Closing Date, and $7.5 million by issuance by Investor of its 6% secured promissory note or notes in the form set forth as Exhibit A hereto (the "RSL Note") providing for three principal payments aggregating $2.5 million on each of the first, second and third anniversary dates of the Initial Closing Date (the "Purchase Price"), provided, that the full Purchase Price may not be paid, as more fully set forth in Section 1.2, below. In addition, (i) Investor, the Company, Xxxxxx, Xxxxxxxx Xxxxxx, Xxxxxxxxxx Xxxxxx (Xxxxxxxx Xxxxxx and Xxxxxxxxxx Xxxxxx hereinafter referred to together as the "Xxxxxx Daughters") and Xxxxxxx X. Xxxxxxx, Xx. ("Xxxxxxx") shall also, at the Initial Closing Date, enter into a New Shareholders Agreement providing certain exchange rights for Xxxxxx'x and the Xxxxxx Daughters' remaining Common Stock of the Company and terminating all prior Company shareholders agreements as they relate to Xxxxxx, the Xxxxxx Daughters, Investor and Rebetti, in the form as set forth in Exhibit B hereto, and (ii) the Company and Xxxxxx shall have executed, at the Initial Closing Date, an amendment to the Xxxxxx Employment Agreement (as defined below) in the form of Exhibit C attached hereto. The New Shareholders Agreement and the Amendment to the Xxxxxx Employment Agreement are herein referred to as the "Other Agreements."
Sale of Shares and Purchase Price. Subject to the terms and conditions set forth in this Agreement, the Investor agrees to purchase from Rebetti at the Closing Date (as defined below) (hereinafter, the "Closing"), and Rebetti agrees to sell to the Investor at the Closing, the Shares at an aggregate price to the Investor of One Million One Hundred Four Thousand Nine Hundred Sixty U.S. Dollars ($1,104,960) in cash, payable $276,240 at the Closing Date, and $828,720 by issuance by Investor of its 6% secured promissory note in the form set forth as Exhibit A hereto (the "RSL Note") providing for three principal payments aggregating $276,240 on each of the first, second and third anniversary dates of the Closing Date (the "Purchase Price"). In addition, Investor, the Company, Xxxxxxx X. Xxxxxx ("Xxxxxx"), Xxxxxxxx Xxxxxx, Xxxxxxxxxx Xxxxxx (Xxxxxxxx Xxxxxx and Xxxxxxxxxx Xxxxxx hereinafter referred to together as the "Xxxxxx Daughters") and Rebetti shall also, at the Closing Date, enter into a New Shareholders Agreement terminating all prior Company shareholders agreements as they relate to Xxxxxx, the Xxxxxx Daughters, Investor and Rebetti, in the form as set forth in Exhibit B attached hereto.
Sale of Shares and Purchase Price. Subject to the terms and conditions of this Agreement, the Sellers will sell their portion of the Shares, the Warrantholders will exercise their warrants and sell their portion of the Shares, and DB will convert its Convertible Subordinated Loan and sell its portion of the Shares to Cisco. It is agreed that the purchase price for the entire Company Equity Capital shall be 950,197 shares of Cisco common stock in writing nine hundred and fifty thousand one hundred and ninety seven shares of Cisco common stock (the "Cisco Shares"), payable as set forth herein. The purchase price shall be allocated to the Sellers as set forth in Appendix 1.
Sale of Shares and Purchase Price
