The Share Purchase Clause Samples

The Share Purchase. Subject to the terms and conditions set forth in this Agreement, at the Closing, the Purchaser shall purchase from each Seller, and each Seller will sell to the Purchaser, the Shares set forth across from the name of such Seller on Schedule 1.1, free and clear of any and all Liens.

The Share Purchase. Subject to the terms and conditions of this Agreement, on the Closing Date (as defined herein), the Share Purchase shall be consummated, in which the Purchaser shall purchase from Monkey an aggregate of Fifty Million (50,000,000) authorized and previously unissued shares of Common Stock of Monkey (“Purchased Shares”), which shall represent 75.26% of the then outstanding common stock of Monkey, for an aggregate purchase price (the “Purchased Share Price”) of One Hundred Forty Nine Thousand Six Hundred Seventy Four and 76/100 Hundred Dollars ($149,674.76*), payable at the Closing by payment of the Existing Expenses and assumption of all of the Monkey Assumed Liabilities. (*This price may adjust based upon the final ▇▇▇▇ of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & Associates).

The Share Purchase. On the Closing Date (as defined below) and upon the terms and subject to the conditions of this Agreement and in accordance with The Companies Acts 1985 to 1989 (the "Companies Acts") and the California Corporations Code (the "CCC"), the Shareholders shall sell to the Purchaser, and the Purchaser shall buy from the Shareholders, all of the issued and allotted Ordinary Shares (the "Share Purchase"). The Purchaser hereby approves the Share Purchase, the other Transactions, and this Agreement. Each Shareholder hereby approves the Share Purchase, the other Transactions, and this Agreement.

The Share Purchase. Upon the terms and subject to the conditions set forth in this Agreement, at the Share Closing (as defined below), Parent shall acquire (the “Share Purchase”) from each Management Stockholder, and Management Stockholder shall sell, assign, transfer and deliver to Parent, all right, title and interest in and to the shares of Common Stock (the “Sold Shares”) set forth under the captions “UNRESTRICTED SHARES TO BE PURCHASED BY PARENT” and “RESTRICTED SHARES TO BE PURCHASED BY PARENT” in the corresponding signature page for such Management Stockholder, free and clear of any Liens (other than those, if any, created by Parent), and Parent shall pay to such Management Stockholder in consideration therefor an aggregate cash amount equal to the product of $51.00 and the number of Sold Shares, without interest and less any applicable withholding taxes (such amount, the “Sold Share Consideration”), a portion of which, to the extent relating to proceeds in respect of Sold Shares that are currently subject to vesting or similar restrictions, may be used by such Management Stockholder upon election as set forth under the caption “AFTER-TAX PROCEEDS FROM SALE OF RESTRICTED SHARES TO BE REINVESTED IN SURVIVING CORPORATION SHARES” in his or her signature page to this Agreement, to satisfy all or a portion of the purchase price in respect of such Management Stockholder’s purchase of Purchased Stock (as defined in the Management Stockholder’s Agreement) pursuant to the Management Stockholder’s Agreement (as defined below) (any amounts so used, the “Reinvestment Amount”).

The Share Purchase. (a) Prior to the Closing of the Share Purchase and Merger, ASAP shall file with the Secretary of State of Nevada a Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Convertible Shares”) in the form annexed hereto as Schedule 1.01(a). On the Closing Date (defined herein), the Share Purchase shall be consummated, in which the Investors shall purchase from ASAP an aggregate of one hundred thousand (100,000) Series A Convertible Shares for cash consideration of Six Hundred Thousand and 00/100 Dollars ($600,000.00). The amount to be paid by and the number of Series A Convertible Shares to be distributed to each Investor is set forth in Schedule 1.01(b). (b) The Parties intend that the issuance of the Series A Convertible Shares to the Investors pursuant to the Share Purchase shall be exempt from the registration requirements of the Securities Act pursuant to Section 4(2) of the Securities Act and the rules and regulations promulgated thereunder.

The Share Purchase. Upon the terms and subject to the conditions set forth in this Agreement, (a) prior to the Closing (including, if applicable, as part of the Pre-Closing Reorganization), Sellers shall and shall cause the Company to (i) amend and restate the Company’s articles of incorporation (the “Articles”) to the form set forth in Exhibit A-1 and the Company’s by-laws to the form set forth in Exhibit A-2, in order to, inter alia, create a new class of common stock of the Company, to be designated Class B Shares, and authorize a sufficient number of Class B Shares to consummate the transactions contemplated by this Agreement (the “Articles Amendment”) and (ii) issue 60 Class A Shares and 40 Class B Shares to Sellers in exchange for all of the common shares of the Company owned by Sellers (which, for the avoidance of doubt, represent and until the Closing has occurred, shall represent, all of the outstanding shares in the capital of the Company) (the “Company Recapitalization”), and (b) at the Closing, Sellers shall sell to Share Purchaser (or one of its designated Affiliates), and Share Purchaser agrees to (or to cause one of its designated Affiliates to) purchase, acquire and accept from Sellers, free and clear of all Liens, 40 Class B Shares, representing all of the Class B Shares issued and outstanding and which, after giving effect to the Company Recapitalization, shall represent 25.0% of the voting power of the Company and the right to receive 40.0% of the economic interests in the Company, as more fully set forth in the Articles Amendment (the “Equity Interests”).

The Share Purchase. On the terms and subject to the conditions set forth in this Agreement, on the Closing Date (as defined in Section 3.03), the ARMCO Shareholder shall sell, assign, transfer and deliver, free and clear of all liens, pledges, encumbrances, charges, restrictions or known claims of any kind, nature, or description, all of the shares of ARMCO held by such Shareholder; the objective of such purchase (the “Share Purchase”) being the acquisition by COX of not less than 100% of the issued and outstanding shares of ARMCO. In exchange for the transfer of such securities by the ARMCO Shareholder, COX shall deliver to the ARMCO Shareholder, its affiliates or assigns, the purchase price of $6,890,000 (the “Purchase Price”) by delivering to the ARMCO Shareholder a promissory note in the form set forth in Exhibit “A” (the “Purchase Money Promissory Note”). At the Closing Date, the ARMCO Shareholder shall, on surrender of his certificate or certificates representing his ARMCO shares to COX or its registrar or transfer agent, be entitled to receive the Purchase Money Promissory Note. Upon consummation of the transaction contemplated herein, all of the issued and outstanding shares of ARMCO shall be held by COX.

The Share Purchase. Subject to the terms and conditions of this Agreement, the Seller agrees to assign, transfer and deliver to the Purchaser, at the Closing, all the ▇▇▇▇ shares (8,160,863 Shares) owned by him. As exchange, Purchaser agrees to pay the Seller, at the Closing, 2,040,215 US Dollars in cash ( US $ 0.25 per share representing the fair market price of the ▇▇▇▇ common stocks).

The Share Purchase. 1.1 The Seller hereby sells and the Brokerage House hereby purchases (the "Purchase"), in its own name but for the account of the Mandator, 278,509 (Three Hundred Twenty-six Thousand Two Hundred and Eighty-two) shares of Series C common stock of Netia Holdings S.A., a company organized under the laws of Poland with its seat in Warsaw, ▇▇. ▇▇▇▇▇▇▇▇ ▇▇ ("▇▇▇▇▇"), nominal value of PLN 6.00 per share (the "Shares"). 1.2 Each of the Seller and the Brokerage House hereby confirms that all Shares are deposited with the Brokerage House.