Share Purchase. Subject to the terms and conditions of this Agreement, at the Closing (as defined in Section 2.1 below) to be held pursuant to Section 2 below, the Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase and acquire from the Seller, good and marketable title to the Shares, free and clear of all mortgages, liens, encumbrances, claims, equities and obligations to other persons of every kind and character, except that the Shares will be “restricted securities” as defined in the Securities Act of 1933, as amended (the “Securities Act”). The purchase price for the Shares shall be $152,500, payable to the Seller (the “Purchase Price”).
Share Purchase. Upon the terms and subject to the conditions hereof, and upon the basis of the agreements, representations and warranties contained in this Agreement, on the Closing Date, Seller shall sell, transfer, assign, convey, set over and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all of Seller’s right, title and interest in and to the Shares, free and clear of all Liens.
Share Purchase. 2.1 Upon the terms and subject to the conditions of this Agreement, the Vendors hereby agree to sell to Caleco, and Caleco hereby agrees to purchase from the Vendors, the following shares of Natac (collectively, the “Natac Shares”), free and clear of all liens, charges and encumbrances whatsoever: Xxxxxxx Xxxxxxx Xxxxxx 18 shares in the capital stock of Xxxxx Xxxx Xxxxxx Xxxxxxxx Xxxxxxxxx 18 shares in the capital stock of Natac
2.2 In consideration for the sale of the Natac Shares by the Vendors to Caleco, Caleco shall issue to the Vendors the following shares of Caleco (collectively, the “Caleco Shares”), free and clear of all liens, charges and encumbrances whatsoever: Xxxxxxx Xxxxxxx Xxxxxx 2,150,000 shares of common stock of Xxxxxx Xxxx Xxxxxx Xxxxxxxx Xxxxxxxxx 2,150,000 shares of common stock of Caleco
2.3 Each Vendor acknowledges that the Caleco Shares are “restricted securities” within the meaning of the Securities Act and will be issued to each Vendor in accordance with Regulation S of the Securities Act. Any certificates representing the Caleco Shares will be endorsed with the following legend in accordance with Regulation S of the Securities Act: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURUSANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.”
Share Purchase. Subject to the terms and conditions stated in this -------------- Agreement, the Company hereby agrees to sell to Key Employee and Key Employee agrees to purchase 84,552 shares at the price of $0.80 per Share.
Share Purchase. On the terms and subject to the conditions set forth in this Agreement, at the Closing (as defined below), the Company shall sell, and the Investor shall purchase, _________ shares (the "Shares") of Common Stock, par value $0.001 per share, of the Company (the "Common Stock"), at a purchase price of $.173 per share (the "Per Share Price").
Share Purchase. (a) The Board of Directors of the Company has authorized the issuance and sale to Purchaser hereunder of 1,000,000 newly issued shares of Series C Preferred Stock of the Company, par value $1.00 per share (the "Series C Preferred Stock" and such shares, the "Shares"), having the designations, voting powers, preferences and relative, participating, optional and other special rights, qualifications, limitations and restrictions thereof, set forth in the Articles Supplementary attached hereto as Exhibit A (the "Series C Articles Supplementary").
(b) On the terms and subject to the conditions hereinafter set forth, at the Closing, the Company will issue and sell to Purchaser, and Purchaser will purchase from the Company, for an aggregate price equal to $100.0 million (the "Purchase Price"), the Shares.
(c) As an inducement for the Company and the Purchaser to enter into this Agreement and to consummate the transactions contemplated hereby, Purchaser will under certain circumstances make available to the Company, and the Company will under certain circumstances issue and sell to Purchaser, up to $50.0 million (which may be increased by $50.0 million by Purchaser under certain circumstances) in Common Stock or newly issued shares of Series C Preferred Stock (provided, however, if at the time of such issuance, the Fair Market Value (as defined in the Series C Articles Supplementary) of one share of Common Stock is less than $6.25 (as adjusted to the same extent the Conversion Price for the Series C Preferred issued on the Closing Date has been previously adjusted pursuant to Section 8.4 of the Series C Articles Supplementary) such additional shares of Series C Preferred Stock shall be issued as a sub-series of Series C Preferred Stock with a Conversion Price (as defined in the Series C Articles Supplementary) equal to the Fair Market Value of one share of Common Stock calculated as of the date of issuance of such Series C Preferred), in each such case such issuance to be on the terms and subject to the conditions and use of proceeds limitations set forth on Exhibit B (the "Additional Equity Financing"). Notwithstanding any other provision hereof, the parties acknowledge that (i) until the entire amount of Additional Equity Financing otherwise available under this Section 1.1(c) shall have been invested or, if applicable, the period therefor shall have expired, the Company shall not arrange any alternative source or form of equity financing for any Acquisition (de...
Share Purchase. Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date, the Seller shall sell, transfer, convey, assign and deliver to the Purchaser, and the Purchaser shall purchase, acquire and accept from the Seller, all of the issued and outstanding Company Ordinary Shares, being 160,000,000 shares of US$0.0001 par value each (the “Purchased Shares”) all free and clear of all Liens.
Share Purchase. At the Closing, and subject to the terms and conditions of this Agreement, each Closing Company Shareholder shall transfer and deliver to the Acquiror or Sub (as determined by the Acquiror in its sole discretion prior to the Closing), and Acquiror or Sub, as applicable, shall receive and accept from such Closing Company Shareholder, all of the Purchased Shares held by such Closing Company Shareholder as set forth on the signature page hereof, which shall represent in aggregate all of the outstanding Company Shares, free and clear of all Encumbrances, or other defects of title, and with the benefit of all rights of whatsoever nature attaching or accruing to such shares on or after the Closing Date.
Share Purchase. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall, and shall cause each of its Subsidiaries that has any right, title or interest in or to any of the Purchased Shares (such Subsidiaries, the “Other Share Sellers” and, together with the Other Asset Sellers, and as listed on Schedule 2.2 of the Disclosure Letter, the “Other Sellers”) to, sell, assign, transfer, convey and deliver to Buyer (or an Other Buyer), and Buyer shall acquire and accept, or shall cause such Other Buyer to acquire and accept, from Seller or such Other Share Sellers, all of Seller’s and such Other Share Sellers’ respective right, title and interest in and to all of the Purchased Shares free and clear of all Liens other than transfer restrictions imposed by securities Laws generally.
Share Purchase. Subject to the terms and conditions of this Agreement, the Company shall issue and sell to the Buyer, and the Buyer shall purchase from the Company 19,628,050 shares of common stock of the Company (the “Transaction”). The purchase price for the Shares is $0.35 per share.
