The Purchase. The Shareholder hereby agrees to sell to InvestCo and InvestCo hereby agrees to purchase from the Shareholder the Common Stock for shares of InvestCo common stock (the “InvestCo Stock”) and cash (the “InvestCo Cash”) as follows:
(a) At the Closing (as hereinafter defined), InvestCo shall issue 218,121InvestCo Stock;
(b) No later than Twelve (12) months after the Closing, unless otherwise agreed in writing, InvestCo shall pay $8,751.79 in cash to Shareholder;
(c) No later than Twenty Four (24) months after the Closing, unless otherwise agreed in writing, InvestCo shall pay $10,502.14 in cash to Shareholder.
(d) Notwithstanding the payment for the Shares in installments as set forth in (a), (b) and (c) above, InvestCo shall be entitled to vote all of the Shares effective as of the Closing.
The Purchase. Subject to the satisfaction or waiver of the conditions set forth in this Agreement, at the Closing (as defined below) and as of the Closing Date (as defined below), Seller shall sell to Buyer and Buyer shall purchase from Seller, the Stock.
The Purchase. (a) On the terms and subject to the conditions set forth in this Agreement, contemporaneous with the execution of this Agreement, Iliad shall sell, assign, transfer and deliver to the Purchasers the Purchased Assets, free and clear of all Liens and known claims of any kind, nature, or description effective as of the Effective Date. Each of the Parties represents, warrants and agrees that the aggregate purchase price for the Purchased Assets is $2,300,000 (the “Purchase Price”). Each of Iliad and the Purchasers will be responsible for its own costs and expenses, including legal fees.
(b) Each Purchaser shall remit to Iliad its pro rata portion of the Purchase Price (as set forth on Exhibit A) (together, the “Remittance”) by way of a federal funds wire to Iliad and in accordance with the wire instructions provided by Iliad. Each of the Parties represents and warrants to the other Party that the Remittance once received from all Purchasers represents the aggregate consideration for the purchase of the Purchased Assets and for the releases set forth in this Agreement, as well as the satisfaction of all financial obligations owing from the Company to Iliad or its Affiliates, whether arising out of this Agreement or otherwise. On the Effective Date, all right title and interest to the Purchased Assets shall transfer to the Purchasers. In connection with the sale of the Purchased Assets hereunder, in advance of the initiation of the wire transfer of the Remittance, Iliad shall deliver to counsel for the Purchasers the Transaction Documents, to be held in escrow by such counsel pending the occurrence of the Release Event (defined below), at which time it will be released to the Purchasers. The electronically signed PDFs of the Transaction Documents shall be held in escrow by Purchaser’s and Ixxxx’s respective counsel pending Iliad’s notification to Purchasers of Iliad’s receipt of the full Purchase Price (together, the “Release Event”), at which time the Transaction Documents will be released from escrow to the Parties.
(c) The Company and PharmCo consent to the transfer of the Purchased Assets contemplated by Sections 4.1(a) and 4.1(b). The Company represents and warrants that as of the date of this Agreement, the aggregate amount of principal and interest outstanding under the Iliad Note is $2,790,885.63.
(d) This Agreement shall become effective as of the Effective Date.
The Purchase. Foreland shall have the right to exercise the Option at any time during the Option Period as set forth in Article II of this Agreement. On such timely exercise, PSC shall be obligated to sell, and Foreland shall be obligated to purchase the Business and Business Assets as set forth in this Article III. Except as set forth in section 3.02 of this Agreement, and on the terms and conditions contained in this Agreement, PSC shall sell, assign, transfer, convey, set over, and deliver to Foreland, and Foreland shall purchase from PSC, the Business and the Business Assets, consisting of the following:
(i) all tangible personal property owned by PSC and located at, or used in connection with, the operation of the Eagle Springs Refinery, the Tonopah Refinery (including the emulsifier), or Petrosource Transportation, (ii) the asphalt blower equipment located at the Fredonia Terminal (provided Foreland, at its own expense, removes such equipment from PSC's property within 24 months after the Closing Date, otherwise the ownership of such equipment shall revert to PSC), and (iii) the rights of PSC as lessee of all tangible personal property leased, including the equipment, tools, vehicles, furniture and fixtures, and supplies described in Exhibit "A" (the "Tangible Personal Property");
(b) all of PSC's rights as lessee to the real property and all buildings and improvements thereon on which the Eagle Springs Refinery and the Tonopah Refinery are located, as more particularly described in Exhibit "B" (the "Real Property");
(c) all inventory of PSC existing as of the Effective Time which was purchased in furtherance of the Business, as described in Exhibit "C" (the "Inventory");
(d) all of the notes and trade and other accounts receivable associated with the Eagle Springs Refinery, the Tonopah Refinery, or Petrosource Transportation existing as of the Effective Time, and all cash and cash equivalents in payment thereof received after the Effective Time, as described in Exhibit "D" (the "Accounts Receivable");
(e) all of PSC's rights under (i) those crude oil and transmix purchase contracts and agreements described in Exhibit "E" which were entered into by PSC in the ordinary course of business and are executory, and (ii) all contracts and agreements intended to facilitate the sale of asphalt or other refinery products manufactured at the Eagle Springs or Tonopah refineries, together (the "Contract Rights");
(f) lists of current and past (within the preceding two years) c...
The Purchase. Xxxxxxx agrees at Closing to deliver to Xxxx the sum of One Hundred Sixty Five Thousand ($165,000) Dollars in the form of a cashier's check made payable to Pico's order or wire transfer to an account designated by Pico. Xxxx at Closing will deliver to Xxxxxxx one or more certificates representing in the aggregate one hundred sixty-five (165) shares of the Stock issued in the name of Xxxxxxx. Xxxxxxx further agrees to deliver to Xxxx at Closing the sum of ten dollars ($10.00) in the form of a check payable to Pico's order or wire transfer to an account designated by Pico as consideration for the purchase by Xxxxxxx of warrants (the "Warrants") to purchase 144,200 Pico common shares from Pico together with certain contingent warrants to purchase Pico common shares under certain circumstances. The designations, powers, preferences and rights, and the qualifications, limitations and restrictions of the Stock are set forth in the Designation Statement attached to this letter as Exhibit "A" and are generally described below in this letter. It is understood that in the event there shall be any inconsistency between the Designation Statement and this letter, the provisions of the Designation Statement shall be controlling.
A. The Stock will impose on Pico the obligation to declare quarterly dividends, payable at a rate of ten percent (10%) per annum, with the option of Xxxxxxx to receive Pico common shares (the "Dividend Shares") in lieu of the payment of any cash dividend otherwise payable, upon written notification by Xxxxxxx to Pico thirty days prior to the scheduled dividend payment date. If Xxxxxxx exercises the option to take Dividend Shares, the number of such Dividend Shares shall be determined in the manner set forth in the Designation Statement. All unpaid cash dividends shall be cumulative. In the event that Pico exercises its option to delay payment of a quarterly dividend (as provided in the Designation Statement), Pico will pay Xxxxxxx interest on the amount of the delayed dividend payment at an annual rate equal to First Union Bank's prime rate as in effect from time to time during the delay in payment. The Stock will be redeemable according to the following schedule: All outstanding shares on or before September 28, 2000. Notwithstanding the foregoing, Pico may call all or any portion of the Stock for redemption at any time without penalty. The Stock will have preference in liquidation or in any bankruptcy or reorganization proceeding ahead of the ...
The Purchase. At the Closing, subject to the terms and conditions hereof, (a) Mitsui Japan shall purchase (the “Mitsui Japan Purchase”) from the Company, and the Company shall sell to Mitsui Japan, 3,240,000 shares of Common Stock of the Company (the “Mitsui Japan Securities”) at a purchase price of $29.49 per share and an aggregate purchase price of $95,547,600 (the “Mitsui Japan Purchase Price”) payable at the Closing, and (b) Mitsui USA shall purchase (the “Mitsui USA Purchase” and, together with the Mitsui Japan Purchase, the “Purchase”) from the Company, and the Company shall sell to Mitsui USA, 810,000 shares of Common Stock of the Company (the “Mitsui USA Securities” and, together with the Mitsui Japan Securities, the “Securities”) at a purchase price of $29.49 per share and an aggregate purchase price of $23,886,900 (the “Mitsui USA Purchase Price” and, together with the Mitsui Japan Purchase Price, the “Purchase Price”) payable at the Closing.
The Purchase. Section 3.01 of the Option and Purchase Agreement is amended to read in its entirety as follows:
The Purchase. At the Closing, subject to the terms and conditions hereof, (i) Mitsui Japan shall sell to the Purchaser, and the Purchaser shall purchase from Mitsui Japan, 883,197 shares of Common Stock of the Company as further described on Schedule I attached hereto (the “Mitsui Japan Securities”) at a per share cash purchase price equal to the Per Share Market Value set forth in Section 1.2, for an aggregate purchase price of $39,999,992.13 (the “Mitsui Japan Securities Purchase Price”) and (ii) Mitsui USA shall sell to the Purchaser, and the Purchaser shall purchase from Mitsui USA, 220,799 shares of Common Stock of the Company as further described on Schedule II attached hereto (the “Mitsui USA Securities”; together with the Mitsui Japan Securities, the “Securities”) at a per share cash purchase price equal to the Per Share Market Value set forth in Section 1.2, for an aggregate purchase price of $9,999,986.71 (the “Mitsui USA Purchase Price”; together with the Mitsui Japan Securities Purchase Price, the “Purchase Price”).
The Purchase. 4.1. Cardmember must use a valid Card when making a Purchase.
4.2. Subject to these Terms and Conditions, Cardmember may make a Purchase from the Programme Merchant if:
a. Xxxxxxxxxx has applied to participate in the EPP in respect of the Purchase by completing the Direct Debit Authorisation Form and submitting the same to the Programme Merchant for their onward transmission to AFFINBANK;
b. AFFINBANK has accepted the said application to participate in the EPP;
c. Any other terms and conditions as may be stipulated by AFFINBANK from time to time in relation to the Purchase has been met; and
d. There has been no breach of these Terms and Conditions and/or the terms of the Cardmember Agreement.
The Purchase. At the Closing on the date hereof, subject to completion of all of the Closing Actions, the Purchaser shall purchase (the "Purchase") from the Company, and the Company shall sell to the Purchaser, an aggregate of 2,139,535 shares of Voting Common Stock (the "Securities") at a purchase price of $10.75 per share and an aggregate purchase price of $23,000,001.25 (the "Purchase Price").
