Terms of the Transaction. 9 2.1 Agreement to Sell and to Purchase the Securities................ 9 2.2
Terms of the Transaction. Section 2.1
Terms of the Transaction. 1 1.1 Assets to be Transferred . . . . . . . . . . . . . . . . . . . . 1 1.2
Terms of the Transaction. Introduction Pursuant to the terms of the Proposal, the Company would become an indirect, wholly-owned subsidiary of WMI, the holder indirectly of approximately 80 percent of the outstanding share capital of the Company as a result of the Merger. Holders of the approximately 20 percent outstanding share capital of the Company (including in the form of ADSs evidenced by ADRs) not currently owned by WMI and its subsidiaries would receive the Ordinary Shares Consideration or the ADRs Consideration, as the case may be. The Proposal will be implemented by means of the Scheme. Conditions to the Scheme The Proposal is conditional upon the Scheme becoming unconditional and becoming effective by not later than December 31, 1998 or such later date as the Company and Old WMI may agree and the English High Court may approve. The consummation of the Proposal is subject to the following conditions:
Terms of the Transaction. (a) Review of the Company by the Buyer will entail review of the following Documentation: (i) satisfactory representations and warrants by the Current Controlling Shareholders of the satisfactory financial condition of the Company, including that it has no outstanding debts or liabilities except as otherwise disclosed herein; (ii) the full and complete indemnification by the Current Controlling Shareholders with respect to any such outstanding debts or liabilities of the Seller; (iii) the Company having no more than 65,033,320 common shares issued and outstanding as of the Closing Date, with no other securities convertible into or exercisable for common stock; (iv) the production of a certified shareholder list of the Company; (v) evidence that the Company is in good standing in the state of Nevada; (vi) evidence that the Company is clear for trading on the Pink Sheets with at least two market makers and a valid trading symbol and other reasonable information requested by the Buyer in order to prepare reviewed financial statements to bring the Company current for two quarters (two 10Q filings); and (vii) such additional documents as may be reasonably requested by Buyer to confirm the accuracy of the representations and warranties contained in the LOI and its exhibits. The Company will then file a 15c211 to become fully listed on the OTC Bulletin Board. Twenty Five Thousand ($25,000) of the cost of the Company shall be allocated to cover costs of re-listing on the OTC Bulletin Board, pay the Transfer Agent and 10Q filings.
(b) Immediately upon execution of this LOI the Buyer authorizes the immediate release of $70,000 (the “Deposit”) to Xxxxxxxxx Xxxxxx Group Inc. In the event the Closing does not conclude on or before April 30, 2010, the Seller shall have the absolute right to sell the Company to another purchaser but will not do so prior to such date. At Closing, the deposit will be credited towards the total Purchase Price.
(c) At Closing, the Seller will execute an Agreement (the “Stock Purchase Agreement”) and Buyer will wire the remaining Purchase Price into the account of Escrow Agent.
(d) Closing shall be on the day of execution of the Stock Purchase Agreement at which time the funds, less expenses, will be released by Escrow Agent for the delivery to the Seller of the Shares, duly endorsed in blank with signatures medallion guaranteed where required and, if required, corporate resolutions.
Terms of the Transaction. (a) As collateral for the issuance of the Bond by the Bonding Company, Investor shall provide an irrevocable, twenty-four-month Deposit in the minimum amount of $[___,000.00] on terms reasonably acceptable to the Relevant Parties. The Bonding Company shall hold the Deposit in a segregated account, in the name of the Investor, and earmarked for bond support for the Company. In the alternative, the Investor may provide an irrevocable, twenty-four-month Letter of Credit in favor of the Bonding Company, in the same amount, on the Bonding Company’s form, and at a financial institution reasonably acceptable to the Relevant Parties to serve as collateral for the Bond.
(b) As consideration for the provision of the Deposit or the Letter of Credit, the Company shall issue to the Recipient a five-year Common Stock Purchase Warrant (the “Warrant”) covering warrants to purchase [___,000] shares of its Common Stock at $0.01 per share pursuant to a Warrant Acquisition Agreement of even date. The Warrant is not exercisable unless and until approved by the Company’s shareholders at its annual meeting in 2010 or at a special shareholder meeting in 2010 called for that purpose. If shareholders do not approve the Warrant in 2010 at a special or the annual meeting, the Warrant shall terminate. If the Company replaces and releases, or simply releases, the Deposit or the Letter of Credit within six (6) months of the date of this Agreement, the number of warrants covered by the Warrant shall reduce to a number of warrants equal to the product of (i) the number of full months elapsed since the date of this Agreement times (ii) [ ] [total number of warrants divided by twelve].
(c) The Company shall pay Investor interest on the outstanding principal amount of the Deposit or the face amount of the Letter of Credit at the simple interest rate of twelve and one-half percent (12.5%) per year quarterly in arrears, beginning on the first day of the calendar quarter following the date of this Agreement, and at maturity.
(d) If Investor has provided a Letter of Credit, as further consideration for the provision of the Letter of Credit, the Company agrees to reimburse Investor for any monies that Investor is required to pay, and pays, to the Letter of Credit financial institution within three (3) months of Investor’s payment to the financial institution, to reimburse the financial institution for any monies that the financial institution is required to pay, and pays, to the Bonding Company a...
Terms of the Transaction. 1 1.1 Assets to be Transferred .................................... 1 1.2
Terms of the Transaction. 1 SECTION 1.1. Sale and Purchase.............................................................1
Terms of the Transaction. 1
1.1 Sale and Purchase of Securities 1 1.2 Purchase Price 1 1.3 Distribution 2 1.4 Enterprise Value Adjustment 4
1.5 Working Capital 6
1.6 Contingent Interest Amount and Net Distributable Profit Amount 7 1.7 Interest 9 1.8 Illustrative Calculation of Consideration 10
Terms of the Transaction. 1 1.1. Sale of Purchased Assets........................................................1 1.2. Excluded Assets.................................................................2 1.3.
