Common use of THE TRANSACTION THE TRANSACTION Clause in Contracts

THE TRANSACTION THE TRANSACTION. Subject to the terms, conditions, provisions and limitations contained in this Agreement, the Purchaser, in reliance upon the representations and warranties of the Shareholders and Seller made herein and in the Exhibits attached hereto, will at the Closing, acquire from the Shareholders and the Seller, in reliance upon the representations and warranties of the Seller and the Shareholders of the Seller, made herein will at the Closing, transfer, convey and assign (with full assignment powers) to the Purchaser, free and clear of any and all liens, charges or other encumbrance, 380,500 shares of $1.00 par value Common Stock, of the Seller, comprising all (100%) of the authorized, issued and outstanding shares of capital stock of the Seller representing its entire ownership of equity securities of the Seller. Any corporate actions necessary to accomplish this, or to obtain outstanding shares of the Seller for conveyance to the Purchaser at Closing shall be the sole responsibility of the Shareholders and the Seller; and, the Purchaser hereby agrees to transfer, convey and assign (with full assignment powers) to Seller, Three Hundred Eight Thousand Five Hundred (380,500) shares of the Purchaser's $.001 non-assessable, par value Convertible Preferred Stock and Two Hundred Nineteen Thousand Five Hundred (219,500) $.001 par value Common Stock.

THE TRANSACTION THE TRANSACTION. Subject to the terms, conditions, provisions and limitations contained in this Agreement, the Purchaser, in reliance upon the representations and warranties of the Shareholders Shareholder and Seller made herein and in the Exhibits attached hereto, will at the Closing, acquire from the Shareholders Shareholder and the SellerShareholder, in reliance upon the representations and warranties of the Seller Purchaser and the majority Shareholders of the SellerPurchaser, made herein will at the Closing, transfer, convey and assign (with full assignment powers) to the Purchaser, free and clear of any and all liens, charges or other encumbrance, 380,500 100,000 shares of common stock, $1.00 .001 par value Common Stockvalue, of the Seller, comprising all (100%) of the authorizedthe, issued and outstanding shares of capital stock of the Seller and representing its their entire ownership of equity securities of the Seller. Any corporate actions necessary to accomplish this, this or to obtain outstanding shares of the Seller for conveyance to the Purchaser at Closing shall be the sole responsibility of the Shareholders Shareholder and the Seller; and, the Purchaser hereby agrees to transfer, convey and assign (with full assignment powers) to SellerSellers, One Hundred Sixty Three Hundred Eight Thousand Five Hundred (380,500163,000) shares of the Purchaser's $.001 non-non- assessable, par value Convertible Preferred Stock common stock which represents 1.7% of the Purchaser's issued and Two Hundred Nineteen Thousand Five Hundred (219,500) $.001 par value Common Stock.outstanding common stock, as of the closing. 2.1

THE TRANSACTION THE TRANSACTION. Subject to the terms, conditions, provisions and limitations contained in this Agreement, the Purchaser, in reliance upon the representations and warranties of the Shareholders Shareholder and Seller made herein and in the Exhibits attached hereto, will at the Closing, acquire from the Shareholders Shareholder and the SellerShareholder, in reliance upon the representations and warranties of the Seller Purchaser and the majority Shareholders of the SellerPurchaser, made herein will at the Closing, transfer, convey and assign (with full assignment powers) to the Purchaser, free and clear of any and all liens, charges or other encumbrance, 380,500 30,000 shares of $1.00 common stock, no par value Common Stockvalue, of the Seller, comprising all (100%) of the authorized, issued and outstanding shares of capital stock of the Seller and representing its their entire ownership of equity securities of the Seller. Any corporate actions necessary to accomplish this, this or to obtain outstanding shares of the Seller for conveyance to the Purchaser at Closing shall be the sole responsibility of the Shareholders Shareholder and the Seller; and, the Purchaser hereby agrees to transfer, convey and assign (with full assignment powers) to SellerSellers, Three Hundred Eight Thousand Five Hundred one million one hundred forty-one thousand (380,5001,141,00) shares of the Purchaser's $.001 non-assessable, par value Convertible Preferred Stock common stock which represents 68.04% of the Purchaser's issued and Two Hundred Nineteen Thousand Five Hundred (219,500) $.001 par value Common Stockoutstanding common stock, as of the closing.