Sale of Shares Purchase Price. Subject to the terms and conditions hereinafter set forth, Seller hereby agrees to sell to Buyer, and Buyer hereby agrees to purchase from Seller, the Shares at an aggregate purchase price equal to USD39,342,869 (the “Purchase Price”).
Sale of Shares Purchase Price. On the terms and subject to the conditions of this Agreement, at the Closing, Seller agrees to sell to Buyer and Buyer agrees to purchase from Seller all of the Shares. The purchase price for the Shares (the “Purchase Price”) shall consist of the Base Purchase Price plus the Additional Payment.”
Sale of Shares Purchase Price. Effective as of the date hereof, the Company hereby sells the Shares to the Buyers and the Buyers hereby purchase the Shares from the Company for a per share purchase price of $0.20 and an aggregate purchase price of $179,499.00 (the "Purchase Price") to be paid by cancellation of the Notes and all remaining obligations of Paintball thereunder.
Sale of Shares Purchase Price. Subject to the terms and conditions set forth herein, the Purchaser hereby agrees to purchase the Shares from the Seller, and the Seller agrees to sell the Shares to the Purchaser, for FIFTEEN CENTS ($0.15) per share or a total price of FIVE HUNDRED FORTY FOUR THOUSAND, FOUR HUNDRED SEVENTY SEVEN DOLLARS AND FIFTY CENTS ($544,477.50) (the "Purchase Price").
Sale of Shares Purchase Price. (i) Section 2(a) of the Stock Purchase Agreement is hereby amended to read in its entirety as follows:
Sale of Shares Purchase Price. Upon the terms and subject to the conditions set forth herein, Purchaser does hereby purchase and, effective as of the Closing Date (as defined below), shall acquire from Seller, and Seller shall sell to Purchaser 5,000 Shares, at a purchase price of $100.00 per Share, for an aggregate consideration in the amount of $500,000.00 (the “Purchase Price”), which shall be paid on the Closing Date.
Sale of Shares Purchase Price. (a) Subject to the terms and conditions set forth herein, the Purchaser shall purchase the Shares from the Seller, and the Seller shall sell the Shares to the Purchaser, for a total price of Two Thousand Four Hundred Dollars ($2,400) (the "Purchase Price").
(b) The Seller has delivered to the Purchaser certificate number 005 of the Company representing 24 shares of Voting Common Stock which is accompanied by an executed stock transfer power duly endorsed in blank, free and clear of all liens, claims, charges, security interests, and encumbrances of any kind whatsoever against delivery by the Purchaser of a check in the amount of the Purchase Price.
Sale of Shares Purchase Price. 1.1 The Seller hereby sells the Sale Shares to the Purchaser. The Purchaser hereby accepts such sale. The Sale Shares shall be transferred by the Seller to the Purchaser in accordance with Clause 2 below.
1.2 The Purchaser shall be entitled to all ancillary rights attaching to the Sale Shares, including, without limitation, the right to receive dividends for the current financial year of Target.
1.3 The purchase price (hereinafter the "Purchase Price") for the Sale Shares amounts to a value of EUR 2.00 (in words: two Euro) per Sale Share, amounting to a total value of EUR 6,000,000.00 (in words: six million Euro). One part of Purchase Price in the amount of EUR 3,000,000.00 (in words: three million Euro) shall be paid in cash to the Seller (the "Cash Purchase Price"). For the remaining Purchase Price in the amount of EUR 3,000,000.00 (the "Remaining Purchase Price") the Seller shall receive 2,185,355 shares of common stock of the Purchaser ("Compensation Shares").
1.4 The Remaining Purchase Price was converted into USD at the reference exchange rate of EUR vs. USD published by the European Central Bank on the day prior to signing of this Agreement on the internet page of the European Central Bank (xxxxx://xxx.xxx.xxxxxx.xx/stats/policy_and_exchange_rates/euro_reference_exchange_rates/html/index.en.html) i.e. EUR 1.00 = USD 1.1291 If on the day prior to signing no exchange rate was published by the European Central Bank, the next previous day of the signing was essential. The USD amount of the Remaining Purchase Price therefore equals to USD 3,387,300.
1.5 The number of the Compensation Shares was calculated as follows: The Remaining Purchase Price, as converted into USD in accordance with Clause 1.3 of this Agreement, shall be divided by the volume weighted average of the Nasdaq stock price as provided on Bloomberg (ticker 1.55, function: "VWAP", calculation: "Bloomberg Definition") of the Compensation Shares in USD with the 30 day average price prior to signing (the "Compensation Share Price"). If on the previous day to signing no trading on Nasdaq took place, the next previous trading day of the signing was essential. A fractional number of Compensation Shares was rounded up to the next whole number.
1.6 The Cash Purchase Price of EUR 3,000,000.00 shall become due and payable by the Purchaser to the Seller’s Account without any deductions and in clear funds (as defined below in Clause 2.2) within 2 (two) Business Days after signing of the Agreement again...
Sale of Shares Purchase Price. (a) On the terms and subject to the conditions set forth in this Agreement, at the Closing, Company hereby agrees to issue, sell and deliver to Purchaser and its designees, and Purchaser hereby agrees to purchase (or to cause its designees to purchase) from Company, the Purchaser Shares (to be allocated among Purchasers and their designees as they may agree) for $20,000,000 (the "Company Purchase Price"), which amount shall be payable in U.S. dollars in immediately available funds, to the account specified in writing to Purchaser by Company on or prior to the Closing Date.
(b) On the terms and subject to the conditions set forth in this Agreement, at the Closing, Company hereby agrees to purchase from Sellers, and Sellers hereby agree to sell to Company, 39,414,087 Seller Shares, for a total purchase price of $96,900,000 (the "Seller Purchase Price"), which amount shall be allocated $63,967,973 to Toray, $12,214,189 to Toray America and $20,717,838 to Shimadzu and shall be payable in U.S. dollars in immediately available funds, to the accounts specified by Sellers in writing to Company on or prior to the Closing Date.
(c) Immediately following the transactions referred to in Sections 2(a) and (b) above, (i) Purchaser and its designees shall deliver to Company the Purchaser Shares, and Company shall issue to Purchaser in exchange therefor 8,490,567 shares of Common-A Stock and 943,396 shares of Common-L Stock (to be allocated among Purchasers and their designees as they may agree), which shares shall represent, upon consummation of the transactions contemplated by this Agreement, approximately 63% of the fully-diluted New Common Stock (including any warrants, options, or other equity securities convertible into New Common Stock), and (ii) Sellers shall deliver to Company 6,101,252 Seller Shares, and Company shall issue to Sellers in exchange therefor 509,433 shares of Common-A Stock and 56,604 shares of Common-L Stock ("Seller New Common Stock"), which shares shall represent, upon consummation of the transactions contemplated by this Agreement, approximately 3.79% of the fully-diluted New Common Stock (including any warrants, options or other equity securities convertible or exchangeable into New Common Stock) and shall have an initial aggregate valuation of $1,200,000, and 750,000 shares of the Preferred Stock, which shall have an aggregate liquidation and redemption value of $13,800,000 and be convertible into approximately 5% of the fully-diluted New Com...
Sale of Shares Purchase Price. (a) URT agrees to purchase from PEC and PEC agrees to sell to URT for the purchase price set forth herein, 20,000,000 shares of the common stock of PEC, $.01 par value (the "Purchased Shares"). Such sale shall be consummated by the delivery to URT as promptly as practicable after the date hereof of one or more stock certificates representing the Purchased Shares.
(b) The purchase price for the Purchased Shares is two and one half cents ($.025) per share, or an aggregate purchase price of $500,000.
