Stock Sale. Subject to the terms and conditions of the Closing Documents, the Seller hereby agrees to sell, transfer and deliver to Purchaser, and Purchaser hereby agrees to purchase and accept, the Transferred Shares, in consideration for: (a) the assumption by Purchaser of all of the Companies’ liabilities and (b) the agreement to indemnify Seller as set forth in Article IX (the “Purchase Price”).
Stock Sale. If, prior to conversion of the entirety of this Note, the Borrower enters into any agreement to sell its Common Stock or a convertible instrument that converts into its Common Stock prior to conversion of this Note at a price less than the Conversion Price of this Note, then the Conversion Price of any outstanding principal and interest of this Note shall be reset to the price of that offering.
Stock Sale. No Stockholder shall enter into any transaction or series of related transactions resulting in a Deemed Liquidation Event (as such term is defined in the Restated Certificate) unless the terms of such transaction or transactions provide that the consideration to be paid to the stockholders of the Company is to be allocated in accordance with the preferences and priorities set forth in the Restated Certificate.
Stock Sale. The value of the Company at the time of a Stock Sale shall be the price per share paid for the shares multiplied by the number of shares of common stock of the Company then outstanding. If the purchase price paid for such common stock includes any non-cash consideration, the fair market value of such consideration shall be determined by an appraiser selected pursuant to subparagraph 4(c) and the cost of such appraisal shall be borne by persons selling the common stock.
Stock Sale. In order to encourage Executive's contribution to the successful performance of the Company and as additional consideration to induce Executive to resign his Partnership with PHJW, the Company shall sell Two Million shares of the Company's common stock to Executive for One Dollar ($1.00) per share. The purchase price shall be payable by Executive's execution and delivery to the Company of a promissory note (the "Purchase Note"), to be dated as of even date herewith, in the original principal amount of Two Million Dollars ($2,000,000.00), payable to the order of the Company, bearing interest at seven percent (7%) per annum. The Note shall be payable interest only annually in arrears on the anniversary date of the Note with the entire unpaid balance of the Note, if not sooner paid, due and payable in full on the fifth (5th) anniversary of the date of the Note. The Note shall be non-recourse as to Executive as to accrued interest and as eighty-five percent (85%) of the principal amount of the Note.
Stock Sale. 1 Subsidiary.................................................................................................. 2
Stock Sale. This Agreement is contingent upon the sale of the outstanding stock of the Company to VSI Acquisition Corporation ("the Stock Sale"). If the Stock Sale does not occur, this Agreement shall be unenforceable by either party. If the Stock sale does occur, this Agreement shall be binding upon the Executive and the Company, and neither party may cancel or terminate this Agreement prior to the Stock Sale without the express written consent of the other party, it being expressly understood that the Company and the purchaser of the stock of the Company are relying upon this Agreement to complete the Stock Sale.
Stock Sale. Seller to sell to Buyer all of the issued and outstanding shares of IM Parks, Inc. ("IMP"). TW Recreational Services, Inc. ("TWRS") is a wholly owned subsidiary of IMP. TWRS and IMP are referred to as the TWRS Group.
Stock Sale. Seller to sell to Buyer all of the issued and outstanding shares of TWS 200 Corp. ("TWS"). Proficient Food Company ("PFC") is a wholly owned subsidiary of TWS. DFC Trucking Co. is a wholly owned subsidiary of PFC and together with PFC and TWS are referred to as the PFC Group.
Stock Sale. Notwithstanding anything in this Agreement to the contrary, if CHE or Parent shall so elect, CHE and Seller shall transfer and assign all or a portion of the Assets to a newly formed direct or indirect Subsidiary of CHE ("Newco") and at the Closing, shall sell, transfer and assign all of the outstanding Stock of Newco to Purchaser (the "Stock Sale") in full satisfaction of the obligations of CHE and Seller to sell, transfer and assign such Assets to Purchaser under this Agreement. In such event, the Parties shall enter into such amendments to this Agreement as shall be necessary or appropriate to effectuate the Stock Sale. In connection with the Stock Sale, Seller shall, at the request of Parent or Purchaser, timely execute and deliver to Parent or Purchaser an election under Section 338(h)(10) of the Internal Revenue Code and under any comparable provisions of state and local law with respect to the purchase of the shares of Newco's stock, provided that Purchaser and Parent shall have indemnified and held harmless Seller and CHE with respect to any additional taxes payable to the extent the same results from such election. For this purpose, the Purchase Price and the liabilities assumed by Purchaser in accordance with Section 1.4 hereof shall be allocated among the Assets acquired hereunder in accordance with the requirements of Section 338 of the Internal Revenue Code and the regulations thereunder, and in accordance with Schedule 1.3.4 hereto. ARTICLE II
