Structure and Consideration. Buyer will acquire 100% of the Company’s dial-up Internet-related assets, including but not limited to: all customers, software, hard assets and intellectual property (trademarks, brands, trade names, customer lists, Web content, etc). Buyer will not acquire any automobiles the company may have listed as assets.
Structure and Consideration. The proposed transaction would be structured as follows: A. The Company or Anadolun may, at their respective option, form a holding company to facilitate the Transaction. B. The Company will use commercially reasonable efforts to commence a Working Capital Financing to raise up to $1,000,000 by issuing common stock of the Company (the “Placement”) at a price of $0.10 per Unit (or such higher price based on market conditions) (the “Placement Price”) to fund working capital requirements of the Company and Anadolun (including the Bridge Loan described in Section 1.C). The Company, at its option, may raise such financing through in mezzanine debt financing, which may be satisfied by a subsequent placement of common stock of the Company at the Placement Price. Each Unit is expected to consist of one share of common stock of the Company (a “Common Share”) and one common share purchase warrant (a “Warrant”), each Warrant exercisable to acquire one share of common stock of the Company (a “Warrant Share”) at an exercise price of $0.25 per Warrant Share for a period of two (2) years. C. Upon completion of a sufficient portion of the Placement set forth in Section 1.B, the Company will advance Anadolun $200,000 in the form of the Bridge Loan, the proceeds of which will be used as set forth in Schedule A (the “Use of Proceeds”). The Bridge Loan will be evidenced by a promissory note in substantially the form attached hereto as Schedule B-1 (the “Promissory Note”). Anadolun represents, warrants and covenants that the Bridge Loan will be used as set forth in the Use of Proceeds and sign a Bridge Loan Agreement in the form attached hereto as Schedule B-2.
Structure and Consideration. Buyer will acquire the assets of the Company, including (but not limited to): all customers, accounts receivable, software, hard assets and intellectual property (trademarks, brands, trade names, customer lists, Web content, etc).
Structure and Consideration. Buyer will purchase 100% of the total outstanding stock of the Company. The aggregate consideration for the transaction will be $6.918 million paid as follows:
A. $5.995 million in common stock in Sitestar at $3.50 per share.
B. Conversion of $123,000 of NEOCOM debt to Sitestar common stock at $3.50 per share.
C. The retirement of $800,000 in NEOCOM debt.
Structure and Consideration. Structure The Transaction is expected to be structured as a consolidation and reorganization in which each of KeyStone and Brekford would merge with separate wholly owned subsidiaries of a new holding company (“HoldCo”) formed by KeyStone, with KeyStone and Brekford surviving their respective mergers (collectively, the “Mergers”). The Mergers would therefore result in each of KeyStone and Brekford becoming wholly owned subsidiaries of HoldCo. In connection with, and in accordance with the terms of, the Mergers, all issued and outstanding (a) common stock issued by KeyStone and Brekford will be exchanged for shares of newly issued common stock of HoldCo and (b) preferred stock of KeyStone will be exchanged for shares of newly issued preferred stock of HoldCo, in each case pursuant to an effective Registration Statement on Form S-4 prepared by counsel to KeyStone and filed by HoldCo with the U.S. Securities and Exchange Commission (“SEC”). Pursuant to the Mergers, it is currently contemplated that, immediately following the closing of the Transaction (the “Closing”), KeyStone stockholders would own in the aggregate eighty percent (80%) post consolidation of the common equity of HoldCo and Brekford stockholders would own in the aggregate twenty percent (20%) post consolidation of the common equity of HoldCo, in each case on a fully diluted basis (i.e., assuming the conversion of all issued and outstanding securities convertible into common stock of KeyStone or Brekford and the exercise in full of all outstanding warrants, options and other rights to acquire common stock of KeyStone and Brekford). The parties anticipate that warrants, options, and other securities convertible into or exchangeable for common equity issued by each of KeyStone and Brekford would be exchanged for equivalent securities of HoldCo in connection with, and on the basis of, the terms of the Mergers. The structure for the Transaction described herein is based on both companies’ current business condition and financial information as were disclosed to each other prior to signing this letter of intent and Preliminary Term Sheet, and on the assumption that no material adverse change (“MAC”) to the information defined above on either side will be identified through the due diligence process. HoldCo Name and Governance It is the intent of the parties to rebrand HoldCo at the time of the consolidation. HoldCo will be managed by Xxxxxx X. Xxxxxx as its Chief Executive Officer, with an executive...
Structure and Consideration. Buyer will purchase 100% the Company's stock. The aggregate consideration for the transaction will be approximately $192,000 paid in common stock in Sitestar at a $3.00 per share strike price.
Structure and Consideration. Buyer will acquire certain Assets of the Seller, including, but not limited to Sitestar Applied Technologies, Inc’s. customers, hardware, software and intellectual property (trademarks, brands, trade names, customer lists, etc) currently directly intrinsic to Sitestar Applied Technologies exclusively. Buyer will incorporate SAT’s business into a company called SERVATUS, LLC.
Structure and Consideration. The proposed transaction would be structured as follows: 1. Buyer may at its option form an acquisition subsidiary to facilitate the Acquisition. 2. Buyer will commence a financing to raise up to US$3 million by issuing common stock of Buyer at a price negotiated and accepted by the marketplace (the “Placement”) to fund the purchase price and working capital requirements related to the Acquisition and the PSA for the ITT Crude Oil Fields in Ecuador. Buyer, at its option, may raise such financing through mezzanine debt financing, which may be satisfied by a subsequent placement of issuing common stock of Buyer at a price accepted by the marketplace. 3. Buyer and Seller will enter into an agreement under which: (a) Buyer will have the right to acquire Seller’s rights as to be determined by the PSA by (i) paying USD$500,000 directly to Seller for documented expenditures prior to March 1, 2007 regarding the PSA (the “Initial Purchase Price”) and (ii) any and all future documented expenses related to the PSA.
(b) Buyer agrees to pay Seller (i) USD$125,000 of the Initial Purchase price upon signing of a Definitive Agreement as defined in Section 3; (ii) a further USD$125,000 of the Initial Purchase Price on the 30-day anniversary of signing a Definitive Agreement and (iii) USD$250,000 on the 90-day anniversary of signing a Definitive Agreement.
(c) Seller shall use best efforts to provide Buyer, its representatives and potential investors, access to information, documentation, records, personnel and other items reasonably requested in order to conduct and complete satisfactory due diligence.
(d) Immediately following the Closing Date, Seller shall assign and Buyer shall, directly or indirectly, hold all rights, title and interest in the Acquired Interest under the PSA, to be negotiated, executed and consented to by Turkish and, as applicable, the government of Ecuador. The parties will negotiate additional provisions in connection with the transaction as may be reasonably required.
