Stock Transaction. The Merger Consideration shall be equitably adjusted to reflect the effect of any BCC stock split, reverse stock split, stock dividend (including any dividend or other distribution of securities convertible into BCC Common Stock), reorganization, recapitalization, reclassification, or combination after the Execution Date and prior to the Effective Time so as to provide the holders of Bona Vida Common Stock with the same economic effect as contemplated by this Agreement prior to such event and as so adjusted shall, from and after the date of such event, be the Merger Consideration.
Stock Transaction. Except as otherwise provided in this Section, Purchaser shall not cause or vote the Shares to permit the Company to sell or issue any additional shares of the Company, whether by initial issuance or the issuance of treasury shares or the issuance of any instruments having equity attributes or convertible into equity, declare any stock splits, issue any stock options or declare any dividends with respect to shares of the Company.
Stock Transaction. The Buyer shall also grant to Georxx X. Xxxxxxx, Xx., x primary stockholder of the Seller ("Thurxxx"), an option to purchase 300,000 shares of the Buyer's common stock at a price per share of $3.00 or shall otherwise confer upon Thurxxx xxx economic benefit of such a grant (such transaction to be referred to herein as the "Stock Transaction"). The terms and conditions of the Stock Transaction (as well as documentation with respect thereto) shall be mutually agreed by the parties hereto in their reasonable discretion and acting in good faith, at or prior to the Closing.
Stock Transaction. (a) Subject to all of the terms of this Agreement, on the date of this Agreement, Acquisition shall purchase and acquire from JSB and KPB, and JSB and KPB shall sell, transfer and convey to Acquisition all of the JSB and KPB Stock.
(b) On the date of this Agreement, and in consideration for the JSB and KPB Stock, Acquisition shall deliver (i) to JSB and KPB, jointly, the sum of One Million Four Hundred Ninety-Eight Thousand Dollars ($1,498,000.00), less the Tax Audit Escrow Funds to be held in escrow in accordance with the terms of Section 5.9 hereof, and (ii) to First National Bank of Maryland, N.A. the principal amount, together with accrued and unpaid interest, of $ (collectively, the "Purchase Price"). JSB and KPB agree to deliver to Acquisition, on the date hereof in exchange for such consideration, stock certificates endorsed in blank or accompanied by duly executed stock powers, evidencing the JSB and KPB Stock.
Stock Transaction. At Buyer’s option (provided Buyer gives notice pursuant to this Section 11.1 to Sellers, the Prepetition Lenders and the Committee (i) in the case of a Non-Auction Plan Sale, at least ten (10) Business Days prior to the hearing for the Bankruptcy Court to approve the disclosure statement relating to the plan of reorganization, or (ii) in the event of an Auction Sale, within three (3) Business Days of Buyer being declared the winning bidder), the transactions contemplated herein may be structured as the purchase of all of the equity securities of Sellers from Parent if such change in structure does not have an adverse affect, either economically or otherwise, upon Parent, Xxxxxxx, X. X. Childs the Prepetition Lenders or the General Unsecured Creditors. Sellers agree that the Committee or the Prepetition Lenders shall be provided with the terms of such stock purchase transaction (including a copy of the Stock Purchase Agreement and other documents in connection therewith) at least thirty (30) days prior to Closing and have the right, within five (5) Business Days of being provided with such terms, to object to the restructuring set forth in this Section 11.1 on the sole basis that such restructuring will have an adverse economic effect on them or materially reduces the probability that the plan of reorganization will be approved within the deadlines as set forth in this Agreement, and any timely-raised disputes between Buyer and/or Sellers, on the one hand, and the Committee and/or the Prepetition Lenders, on the other hand, relating to this matter shall be referred to the Bankruptcy Court for a final determination. The parties to this Agreement will negotiate in good faith the terms of a Stock Purchase Agreement consistent with the terms of this Agreement; provided, however that if Buyer and Sellers are unable to jointly agree upon the terms of a Stock Purchase Agreement, at its discretion Buyer may either revert to structuring the transaction as a purchase of the assets of Sellers as set forth herein or refer the matter to the Bankruptcy Court for a determination consistent with the terms of this Agreement.
Stock Transaction. DDN shall issue shares of common stock in DDN to the Sellers in the following amounts: Simon D. Liebman, 23,750 shares, Joxxxx Xxxxxxxxx, 23,750 shares and Xxxxxxx X. Xxxxowski, 2,500 shares. Xx xxxxxxxx, Xxxxxxs shall surrender 100% of the issued and outstanding stock of Cyber America to DDN.
(a) As an inducement for Sellers to enter into this Agreement and to sell their stock, DDN covenants as follows:
(i) DDN will provide up to $100,000 in working capital to finance operating losses of Cyber America during year one of operations. Of this amount, $50,000 will be made available beginning on June 15, 1996 with the remaining to be disbursed as needed;
(ii) DDN will authorize the repayment of outstanding loans made by R. Rutkowski to Cyber America up to x xxxxxxx xf $10,000 from the initial disbursement of $50,000 working capital; and
(iii) DDN will enter into employment contracts with Simon Liebman and Joseph Rutkowski xxxxxxxxxxxxx in txx xxxx xxxxxxxx hereto which will include terms for employee compensation as well as non-competition, confidentiality and assignment of future developments during the term of the employment agreement plus an additional two years.
Stock Transaction. At the request of Buyer, the Company will negotiate changes suggested by Buyer to convert the transactions contemplated by the Agreement into a Stock Transaction having the same economic terms, provided, however, that neither the Company nor Buyer will have any obligation to agree to any change in the Agreement or any related documentation that such party determines in its sole discretion to be adverse to it relative to the transactions contemplated by the Agreement.
Stock Transaction. The nature of the purchase is hereby changed from an asset purchase to a stock transaction, wherein Sellers will sell 100% of the stock of BeneCorp to Pacel.
