Terms of the Purchase. At the option of the Subscriber/Lender, until the due date of this loan, the Subscriber/Lender may, upon written notice to the Company, elect to convert any portion of the loan to shares of the Company’s Common Stock at the price of $0.10 per share.
Terms of the Purchase. (a) . On the basis of the representations, warranties, covenants, and agreements contained in this Agreement and subject to the terms and conditions of this Agreement, at the Closing (as defined below), NPDC shall issue and sell to each of the Purchasers, and each of the Purchasers will purchase from NPDC, a Note in the principal amount specified opposite such Purchaser's name in Schedule 1.2, at a purchase price for such Note equal to 100% of the principal amount of such Note. The obligations of each Purchaser hereunder are several and not joint obligations and no Purchaser shall have any obligation or liability to any person for the performance or non-performance by any other Purchaser hereunder.
Terms of the Purchase. 3.1. Based on this Agreement the Seller shall transfer to the Bank the ownership right on the Purchase Item.
3.2. The Seller shall deliver the Purchase Item to the Bank according to the terms and conditions defined in the Purchase Agreement within the Delivery Term defined in that Purchase Agreement; in case the Purchase Agreement provides for multiple deliveries and/or phased delivery, the Seller shall deliver the Purchase Item as per the purchase orders provided by the Bank; the Delivery Term shall be calculated starting from date of the order. The Seller shall deliver the Purchase Item at the Place of Delivery defined by the Purchase Agreement.
3.3. The Seller shall provide the Bank with the documentation related to the Purchase Item, including the documentation attached by the Manufacturer, warranty documents, operation manual of the movable item, etc
3.4. Delivery costs of the Purchase Item (costs for delivery of the Purchase Item at the Place of Delivery), as well as customs fees are included in the Purchase Price (except if the Purchase Agreement and/or its annexes provide otherwise). The Seller is obliged to make all necessary arrangements for delivery/transportation of the Purchase Item.
3.5. Delivery of the Purchase Item shall be confirmed by signing of the bill of lading and/or the Act of Acceptance by both Parties.
3.6. The Bank obtains the ownership of the Purchase Item at the moment of signing of the bill of lading and/or the Act of Acceptance and from that moment on the Bank assumes the risk of accidental loss of or damage to the Purchase Item. The Bank has right not to sign the bill of lading and/or the Act of Acceptance, which means that the Delivery has not been made, or act otherwise in accordance with the Tax Code of Georgia if the Purchase Item does not meet the criteria for quantity and/or characteristics/quality defined by the Agreement. For avoidance of any doubt, the Parties agree that regardless of whether the Bank has signed the bill of lading and/or the Act of Acceptance, if due to the quantity and/or nature of the Purchase Item it is impossible to immediately comprehensively examine its quality and it is later revealed that the quality of the Purchase Item does not meet the criteria defined by the Agreement , the Bank has right to return the Purchase Item to the Seller within 5 (five) Working Days after signing of the bill of lading and/or the Act of Acceptance or demand full or partial repair of the defect. In such case the Pa...
Terms of the Purchase. On the basis of the representations, warranties, covenants, and agreements contained in this Agreement and subject to the terms and conditions of this Agreement:
(a) At the Closing (as defined in Section 1.02), SRS will sell, assign, transfer, and convey to CHS the Membership Interest for the following consideration:
(i) $200,000 cash, $50,000 (the “Deposit”) of which shall be paid upon execution of this Agreement and $150,000 to be paid on the Closing;
(ii) All cash held in the Company’s accounts as of the Closing;
(iii) All proceeds, including accounts receivable, accrued from the sale of the Xxxxx Xxxxx Live in London Concert Video (the “Xxxxx Xxxxx Payments”) through December 31, 2005; and
(iv) All proceeds, including accounts receivable, accrued from the sale of the Godsmack Changes DVD through December 31, 2005 and payable to the Company as of the Closing Date, but not received by the Company (the “Godsmack Payments”) because such proceeds are (i) not yet due to be paid to the Company; or (ii) have been withheld by Rounder Records because of the CHS cross-collateralization arrangement with Rounder.
(b) CHS will pay the Xxxxx Xxxxx Payments and the Godsmack Payments to SRS on the Closing by delivery of a promissory note in the total amount of One Hundred and Seventy Five Thousand Dollars ($175,000) (the “Note”) to be secured by the Concert Videos. The Note shall be due on the sixth month anniversary of the Closing and be payable as follows::
(i) 20% of the proceeds from the sale of all of the Concert Videos from January 1, 2006 through the Maturity Date will be paid directly by the distributors to SRS in respect of the Note, with the remaining 80% to be paid to CHS;
(ii) If the Note has not been repaid in full by the Maturity Date, all of the proceeds from the sale of the Concert Videos will be paid directly to SRS by distributors from the Maturity Date until the Note is paid in full; and
(iii) If any investor makes an equity investment into CHS or an affiliate thereof while any obligations under the Note are outstanding, all of the proceeds of the equity investment will be used to pay the outstanding obligations under the Note until it is paid in full. The Note shall be in form and substance acceptable to SRS.
(c) Notwithstanding anything herein to the contrary, CHS shall be entitled to all payments from the liquidation of reserves with respect to the Concert Videos.
Terms of the Purchase. Series of Preferred Stock Purchased: Senior Non-Cumulative Perpetual Preferred Stock, Series A Per Share Liquidation Preference of Preferred Stock: $1,000 per share Number of Shares of Preferred Stock Purchased: 28,923 shares Dividend Payment Dates on the Preferred Stock: Payable quarterly in arrears on January 1, April 1, July 1 and October 1 of each year. Purchase Price: $28,923,000 Location of Closing: Virtual Time of Closing: 10:00 a.m. EST Date of Closing: August 25, 2011 (Only complete if the Company was a CPP or CDCI participant; leave blank otherwise.) Prior Program: x CPP ¨ CDCI Series of Previously Acquired Preferred Stock: Fixed Rate Cumulative Perpetual Preferred Stock, Series A Number of Shares of Previously Acquired Preferred Stock: 32,382 Repayment Amount: $32,426,975.00 Residual Amount: $3,503,975.00 Annex A (Information Specific to the Company and the Investment) SBLF Participant No. 0308 Treasury investment is contingent on the Company raising ¨ Yes Matching Private Investment (check one): x No If Yes, complete the following (leave blank otherwise): Aggregate Dollar Amount of Matching Private Investment Required: Aggregate Dollar Amount of Matching Private Investment Received: Class of securities representing Matching Private Investment: Date of issuance of Matching Private Investment: Annex A (Information Specific to the Company and the Investment) SBLF Participant No. 0308
Terms of the Purchase. The Purchase shall be made on the following terms and conditions:
(a) As consideration for the Purchase
(i) Seller shall cause the Shares to be transferred to Buyer, pursuant to instructions to Transfer Agent accompanied by stock power and written instructions to transfer agent, and Buyer shall cause $250,000 to be wired to Seller, or Seller's assigns, upon notice by transfer agent that said instructions, stock certificate and stock power have been received.
(ii) Buyer and Seller agree to a $250,000 credit to Seller or Seller's assign, in the form of common stock. Such issuance shall occur at any time within the first 30 days following the closing of this Transaction, at Seller sole discretion, expressed by way of Seller formal notice, and at the closing price on the day of such notice. If no such notice was given, the issuance shall occur on the closest business day to the 30th calendar day following the closing of this Transaction using the same pricing policy.
(iii) Seller shall issue the Shares to Buyer and/or its assigns free of all liens, encumbrances and adverse claim of title, except as prescribed in section herein.
(iv) All Shares in this transaction are restricted as the term is used pursuant to Rule 144 of the Securities Act of 1933, as amended (the "Act"). The Shares shall be free and clear of all claims and encumbrances except that said shares shall be "restricted" within the meaning of Rule 144 of the Act. The Shares will have the standard restrictive legend in connection with Rule 144 of the Act and may not publicly be sold or transferred except in compliance with Rule 144 and/or other applicable provisions of the Act.
(v) Seller represents that all liabilities owed by Company shall be assumed by the Seller and Buyer shall not assume any liabilities of the Company. Seller has formed a new company named “ASAP Property Holdings, Inc., a California corporation with EIN 00-0000000, which shall be assigned all existing assets and liabilities of the Company, including but not limited to cash, accounts receivable, operations, outstanding business contracts, accounts payable, payroll and lease obligations, and any other assets and liabilities.
(vi) Seller represents that he will resign as officer and/or director of Company, turn over any and all corporate books, records and bank account information and appoint the person designated by Buyer as officer and director.
Terms of the Purchase. (a) Securities Purchased: Full Title of Securities
Terms of the Purchase. On the basis of the representations, warranties, covenants, and agreements contained in this Agreement and subject to the terms and conditions of this Agreement:
(a) The Seller shall sell, assign, transfer, and convey as a going concern to the Purchaser at the Closing (as hereinafter defined) all properties and assets of the Seller at the date of the Closing of every kind and nature whatsoever (other than the assets listed on Schedule 2.1(a)(1) (the "Excluded Assets")), including the names, trademarks, contractual rights, books and records (other than stock ledgers and stock transfer books), customer lists, price lists, business, and good will of the Seller, as more particularly set forth on Schedule 2.1(a)(2) (collectively, the "Purchased Assets") pursuant to instruments of assignment and bills of sale satisfactory to the Purchaser; and, in consideration therefor, the Purchaser shall:
(i) Deliver at the Closing to the Seller (A) $1,000,000 in immediately available funds provided that the Net Tangible Assets of the Seller acquired by the Purchaser are at least $1,550,000 as set forth on the Seller's Closing Date Balance Sheet (as defined in Section 5.6) subject to reduction, as provided in Section 5.6; and (B) a certificate registered in the Seller's name for that number of unregistered shares of ABA Common Stock as will have a value, as determined by the average closing price of ABA's Common Stock on the American Stock Exchange for the ten consecutive trading day period ending two trading days prior to the Closing date, of $2,000,000, subject to adjustment as set forth in Sections 2.5 and 5.6 hereof, to be held in escrow in accordance with the terms hereof; and
(ii) Assume at the Closing only those obligations and liabilities of the Seller as are set forth on Schedule 2.1(a)(ii) (the "Assumed Liabilities"). The Assumed Liabilities shall not include, unless specifically included in Schedule 2.1(a)(ii), (A) any tax or other obligation or liability arising out of or based upon the transactions contemplated by this Agreement or incurred by the Seller, the Executive or the Stockholder by reason of the review and negotiation of this Agreement; (B) any obligation or liability under any contract, agreement, instrument, lease, license, understanding, or arrangement which is assigned by the Seller to the Purchaser (I) if failure to obtain a required consent to assignment by the Seller to the Purchaser deprives the Purchaser of the enjoyment of any of the Seller's r...
Terms of the Purchase. On the basis of the representations, warranties, covenants, and agreements contained in this Agreement and subject to the terms and conditions of this Agreement:
(a) The Seller shall sell, assign, transfer, and convey to the Purchaser at the Closing, as hereinafter defined, pursuant to instruments of assignment and bills of sale reasonably satisfactory to the Purchaser, those properties and assets of the Seller, through the date of the Closing, used in the operation of the Seller's Federal Laboratories business and law enforcement aerosol business, which comprise its Law Enforcement Division (the "LE Division"), and those products manufactured, developed, distributed or sold by the LE Division or sold by the Seller to the Law Enforcement Market, including, without limitation, the Purchased Marks, contractual rights, books and records (other than stock ledgers and stock transfer books), business and good will of or relating to the foregoing, including, without limitation, those assets more fully set forth on Schedule 2.1(a) hereto (collectively, the "Purchased Assets").
(b) Anything in this Agreement to the contrary notwithstanding, there shall be excluded from the Purchased Assets (the "Excluded Assets") those assets, properties and rights (i) which pertain exclusively to the Seller's business of selling products to the Consumer Market, such as aerosol and buy-sell consumer products (the "Consumer Division"), (ii) all assets of the Seller's Xxxx Anti-Crime Bureau, a division that manufactures, markets and sells products relating to financial security, including but not limited to security training videos, training materials and publications, dye packs, alarms, and security transport devices, and the technology and formulations relating thereto ("MACB"), (iii) comprised of the Licensed Xxxx, the Patent and all other trademarks, trade names, service marks and patents used by the Seller for the manufacture, marketing or sale of its products to the Consumer Market, exclusive of the Purchased Marks, (iv) which are specifically set forth in Schedule 2.1(b) hereto, including, but not limited to, CS-1, and (v) designated by the Purchaser or AHI on or prior to the Closing Date, without affecting the Purchase Price, as hereinafter defined. The Seller shall continue to assume all liability for all of such Excluded Assets. The Seller agrees that the only assets of the Seller used in the operation of both the LE Division and the Consumer Division are comprised of Xxxx ...
Terms of the Purchase. The Seller will sell and the Purchaser will purchase the 500 shares of Preferred Stock for a price of $167,000 and 1,307,822 shares of Purchaser’s common stock, par value $0.001 per share, as provided in and subject to the terms and conditions set forth herein. The purchase price, due at the closing (“Closing”), will be paid by delivery of the Purchaser’s promissory note, due in one year with simple interest at a rate of eight percent per annum, and certificates representing the shares of Purchaser’s common stock. The Seller will deliver certificates representing the Preferred Stock at the closing of the transaction against delivery of the Purchaser’s promissory note and Purchaser’s common stock. The Preferred Stock is and the Purchaser’s common stock will be “restricted securities” as defined in Rule 144 under the Securities Act of 1933. The Seller will enter into a Lockup – Leak-out Agreement in the form of Exhibit “A” with respect to the Purchaser’s common stock.
