Examples of Xxx Xxxxx Shares in a sentence
Each Xxx Xxxxx Shareholder shall deliver to JML all right, title and interest in the Xxx Xxxxx Shares, free and clear of all mortgages, liens, charges, security interests, adverse claims, pledges, demands, rights and other encumbrances of any nature or kind.
Upon completion of the sale and transfer of the Xxx Xxxxx Shares to JML, JML shall also file a Form SB-2 or similar registration statement with the SEC covering the sale of up to 2,500,000 shares in the common stock of JML held, or to be held by current and future shareholders of JML.
Upon quotation of the Xxx Xxxxx Shares on the NASD Over-the-Counter Bulletin Board, JML shall complete a registered public offering of a minimum of 1,000,000 shares and a maximum of 2,000,000 shares of its common stock (the “Public Offering”) at an estimated price of USD $0.30 per share for gross proceeds of between USD $300,000 and USD $600,000 before commissions.
The purchase price payable by JML to the Xxx Xxxxx Shareholders for the Xxx Xxxxx Shares is $1,650,000.00 in U.S. currency (the “Purchase Price”) payable on the Closing Date by the issuance of 16,500,000 common shares in the capital stock of JML (the “JML Shares”).
Any funds held by the Depositary that remain undistributed to former Xxx Xxxxx Shareholders nine months after the Effective Date shall be delivered to NewCo, or its successor, upon demand therefor, and holders of certificates previously representing Xxx Xxxxx Shares who have not theretofore complied with Section 4.1 shall thereafter, subject to Section 5.5, look only to NewCo, or its successor, for payment of any claim to cash.
Xxxx-Son is acquiring the B&G Shares and the Xxx Xxxxx Shares for its own account for investment only and not with a present view toward the public sale or distribution thereof.
The Xxx Xxxxx Shares shall have been canceled ---------------- and the balance of the purchase price for the Xxx Xxxxx Shares shall have been paid by the Company at or prior to the Closing.
The parties agree that, on the terms and subject to the conditions of this Agreement, at the Closing, Xxxx-Son will purchase from B&G, and B&G will transfer, sell and convey to Xxxx-Son, an aggregate of 15,000 shares of common stock, $1.00 par value per share, of Xxx Xxxxx (the "Xxx Xxxxx Shares"), representing all of the issued and outstanding capital stock of, and all of the voting power in, Xxx Xxxxx.
In consideration for the Xxx Xxxxx Shares, Xxxx-Son shall deliver its Promissory Note in the principal amount of $6,417,216.00 in the form attached hereto as Exhibit A (the "Note").