Sale and Transfer of Shares Closing. Subject to the terms and conditions of this Agreement, at the Closing, the following will occur:
i. the Company will sell and transfer the Purchase Shares to GSAI and the Shareholders;
ii. Bristlecone will deliver 4,500,000 common shares to the Company which shall be cancelled and returned to the treasury of the Company; iii Xxxxxxxxx will deliver 3,500,000 common shares to the Company which shall be cancelled and returned to the treasury of the Company;
iv. GSAI will transfer 100% of the outstanding shares of ARCIS (the “ARCIS Shares”) to the Company.
v. the Shareholders will transfer 100% of the outstanding shares of GCED (the “GCED Shares”) to the Company;
vi. the Company shall deliver the 13,200,000 Purchase Shares issued in the amounts and to the persons set forth in Exhibit C hereto;
vii. the Officers and Directors of the Company shall appoint the directors designated by GSAI and resign; and the newly appointed Directors of the Company who shall serve until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Charter and the By-Laws, shall appoint the new officers of the Company.
Sale and Transfer of Shares Closing. 5 2.1 Shares ................................... 5 2.2
Sale and Transfer of Shares Closing. Subject to the terms and conditions of this Agreement, at the Closing, Sellers will sell and transfer the Shares to Buyer, and Buyer will purchase the Shares from Sellers.
Sale and Transfer of Shares Closing. 2.1 SHARES Upon the terms and subject to the conditions set forth in this Agreement including Section 8.2(c), at the Closing, Seller will sell and transfer the Shares (all shares and ownership of Seller, as defined above) to Buyer, and Buyer will purchase and acquire the Assets from Seller.
Sale and Transfer of Shares Closing. 1
1.1 Sale and Transfer of Shares 1 1.2 Purchase Price 1 1.3 Escrow Agreement 3 1.4 Closing 3 1.5 Tax Withholding 5 1.6 Purchase Price Allocation 5
Sale and Transfer of Shares Closing. 1 2.1 SHARES.................................................................1
Sale and Transfer of Shares Closing. 9 Section 2.1 Shares . . . . . . . . . . . . . . . . . . . . . . . . . .9 Section 2.2
Sale and Transfer of Shares Closing. 9- 2.1 THE SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . -9- 2.2 PURCHASE PRICE . . . . . . . . . . . . . . . . . . . . . . . . -9- 2.3 CLOSING. . . . . . . . . . . . . . . . . . . . . . . . . . . . -9- 2.4
Sale and Transfer of Shares Closing. 1
1.1 Shares 1
1.2 Consideration 1
1.3 Conversion of Shares 1
1.4 Employee Stock Options 1 1.5 Sellers' Agent 2
Sale and Transfer of Shares Closing. SHARES Subject to the terms and conditions of this Agreement, at the Closing, Seller will sell and transfer the Shares to Buyer, and Buyer will purchase the Shares from Seller. CONSIDERATION As consideration for the Shares, Buyer will pay or deliver, or cause to be paid or delivered, to Seller, the following: (a) Four Million Six Hundred Thousand Dollars ($4,600,000); (b) a promissory note payable to Seller in the original principal amount of Three Million Seven Hundred Thousand Dollars ($3,700,000) ("Promissory Note") having the terms, including provision for addition of the Adjustment Amount, as set forth in Exhibit 2.2(b); (c) 2,000 shares of Series A Preferred Stock ("Preferred Shares") of Buyer having the terms set forth in Exhibit 2.2(c); (d) a Warrant to acquire 300,000 shares of Common Stock in Buyer at a price of $1.32 per Share and having the terms set forth in Exhibit 2.2(d) ("Warrant A"); (e) a Warrant to acquire 85,000 shares of Common Stock in Buyer at a price of $1.60 per share and having the terms set forth in Exhibit 2.2(e) ("Warrant B"); and (f) one third (1/3) of the Redemption Value of Amoco Marketing Environmental Services Company (as defined in the Amended and Restated Articles of Incorporation of such company) when paid or available to be paid to Buyer (or its successors or assigns).
