Purchase of Stock. 2 Section 1.1
Purchase of Stock. On the terms and subject to the conditions set forth in this Agreement, on the Closing Date, the Seller agrees to sell, transfer, assign, convey and deliver to the Buyer, and the Buyer agrees to purchase, acquire and accept from the Seller, all of the right, title and interest as of the Closing Date of the Seller in and to the Shares.
Purchase of Stock. Consideration --------------------------------- /S/2.1 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 to the Purchasers at the Closing, as hereinafter defined, 3,675,000 shares of Common Stock (the "Purchased Stock").
(b) The Purchasers shall pay to the Seller the sum of $1.375 per share, or Five Million Fifty Three Thousand One Hundred Twenty Five and 00/100 Dollars ($5,053,125.00) (the "Purchase Price"), payable at the Closing in immediately available funds. /S/2.2 The Closing ----------- The closing of the transactions contemplated by this Agreement shall take place at the offices of the Seller at 000 Xxxxxxx Xxx, Bennington, VT, at 10:00 A.M., Eastern time on or about May 28, 1999, or such other date, time or place as the parties may agree (the "Closing Date"). In the alternative, the Closing may take place by the parties forwarding executed copies of all documents required to be delivered pursuant to Section 2.3 to be held in escrow by Xxxxxxxx Xxxxxx, Esq., with the Purchase Price wired to the Seller. The Purchased Stock, issued in the name(s) designated by the Purchasers, will be forwarded to the Purchasers by overnight delivery promptly following receipt of the Purchase Price. The closing of the transactions contemplated by this Agreement is herein called the "Closing." /S/2.3 Transactions at the Closing --------------------------- The following transactions shall take place at the Closing:
(a) Purchasers shall deliver the Purchase Price in immediately available funds, by certified check or wire transfer.
(b) Seller shall deliver to the Purchasers one or more stock certificates evidencing an aggregate of 3,675,000 shares of Common Stock, bearing the following legend "These securities have not been registered under the Securities Act of 1933 and may be reoffered and sold only if so registered or if an exemption from registration is available."
(c) Seller and Purchasers shall each deliver such evidences of consent, and other instruments or documents as are required pursuant to Article VI.
(d) Seller shall have obtained resignation letters from each of its current Directors, other than Xxx X.
Purchase of Stock. At the closing of this Agreement (the "Closing"), ------------------ upon the basis of the covenants, warranties and representations of the Purchaser set forth in this Agreement, the Sellers will sell, transfer, assign, and deliver to the Purchaser shares of the Stock, free and clear of all -------- liens and encumbrances, except as otherwise may be permitted hereunder.
Purchase of Stock. Upon the delivery to Statesman of the first Receivables Certificate hereunder the Cooperative will purchase Statesman Class A Preferred Stock with such par value as will cause it to have a Minimum Class A Investment in Statesman Class A Preferred Stock and on each TAPOS Determination Date thereafter it will acquire such additional Statesman Class A Preferred Stock if any as may be necessary for it to maintain a Minimum Class A Investment.
Purchase of Stock. The Purchaser hereby agrees to purchase and the Company agrees to sell to the Purchaser 153,848 shares of Stock at a price of $6.499922 per share for the aggregate purchase price of $1,000,000 (the "Purchase Price"). The closing of the purchase of such Stock shall take place at the "Closing," subject to the satisfaction (or waiver) of the conditions thereto set forth in Sections 1.2 and 1.3 below:
Purchase of Stock. 7 ss.2.2 Price ..................................................... 8 ss.2.3
Purchase of Stock. After the date of this Agreement, the Company shall purchase from Seller, shares of Seller Stock as follows:
(a) Beginning on the date of this Agreement, and at the end of the last Trading Day (as defined below) of each calendar week hereafter until the termination of this Agreement, the Company shall cause its Broker to provide a report (the “Report”) setting forth for such calendar week (i) the date of each purchase of Common Stock under the Program (or any Purchase Plan thereunder), (ii) the number of shares of Common Stock purchased, (ii) the applicable price paid per share of Common Stock purchased (including the weighted average price per share for all shares of Common Stock purchased during such week), (iv) the applicable settlement date, and (v) the applicable transaction costs owed to the Broker for executing the purchase (the information in subclauses (i) through (iv) is collectively referred to as the “Purchase Information”); provided, that with respect to the first purchase pursuant to this Agreement, such Report shall provide the aforesaid information for shares of Common Stock purchased during the calendar week ending with the date of this Agreement.
(b) Upon receipt of the Report, the Company shall promptly provide notice (and in no event no later than the end of the day on which the Company receives the Report) to Seller setting forth (i) the Purchase Information, (ii) the number of shares of Seller Stock which the Company will purchase from Seller, and (iii) the Purchase Price (as defined below) (the “Purchase Notice”). The number of shares of Seller Stock to be purchased by the Company shall be equal to equal to the product of 0.4286 times the number of shares of Common Stock purchased by the Broker as reflected in the Report (rounded up to the nearest whole share). The purchase of the Seller Stock shall occur on the first Trading Day following the date of the Report.
Purchase of Stock. At the closing of this Agreement (the ------------------- "Closing"), upon the basis of the covenants, warranties and representations of the Purchaser set forth in this Agreement, the Seller will sell, transfer, assign, and deliver to the Purchaser 19,000,000 shares of the Series A Preferred Stock, 10,000,000 shares of the Series B Preferred Stock and 10,000,000 shares of the Series C Preferred Stock, free and clear of all liens and encumbrances, except as otherwise may be permitted hereunder.
