Consideration for the Purchase Sample Clauses

Consideration for the Purchase. At the Closing, Buyer shall deliver and escrow tender as consideration for the Purchased Shares a total of one hundred thousand (100,000) shares of Buyer’s preferred stock (the “Preferred Shares”) until the annual stock exchange dates of November 1, 2006, 2007 and 2008. The preferences relating to the Preferred Shares will be summarized on each certificate representing such shares and will entitle the holder of the Preferred Shares to a pro rata interest, of one third of the total preferred shares, for each year shown above, convertible into a minimum of 10.5 million common shares of the buyer’s common stock to a maximum of 21 million shares of the buyer’s common stock. Said stock, if not converted, solely on the option of the seller on the above dates, may be deferred until November 1, 2007 or November 1, 2008 dates. Upon execution of this agreement, the minimum stock shall be deemed to be “earned” and may be distributed, as mentioned above. Additional stock shall be deemed to be earned when the EDIBA profits for Seller, as a division of the buyer shall exceed $20 million per year and be scaled, pro rata to $40 million per year, in which the 21 million shares shall be earned.
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Consideration for the Purchase. Sellers acknowledge and agree that Buyer has tendered as complete consideration for the Enzyme Technology purchase, a total of ten thousand (10,000) shares of Buyer’s convertible preferred stock (the “Preferred Shares”) with stock conversion exchange dates of November 1, 2006, 2007 and 2008. The preferences relating to the Preferred Shares will be summarized on each certificate representing such shares and will entitle the holder of the Preferred Shares to convert the Preferred Shares to 10.5 million (10,500,000) restricted shares of the Buyer’s common stock (the “Minimum Shares”) up to a maximum of 21 million (21,000,000) restricted shares of the Buyer’s common stock (the “Maximum Shares”) based upon the EBITDA criteria set forth below. Conversion of the Preferred Shares may be deferred at the option of the Sellers until November 1, 2007 or November 1, 2008. As of the execution of this Agreement, 3,500,000 restricted shares of the Buyer’s common stock (⅓ of the Minimum Shares) shall be deemed “earned” and may be issued and delivered to RichCorp, as referenced above. The balance (7,000,000 shares of Buyer’s common stock) of the Minimum Shares shall be deemed earned when EBITDA for RichCorp equals twenty million dollars ($20,000,000.00) per year. On a pro rata basis, shares of Buyer’s common stock above the Minimum Shares and up to the Maximum Shares shall be deemed earned when EBITDA for RichCorp exceeds twenty million dollars ($20,000,000.00) per year. The Maximum Shares shall be deemed earned when EBITDA for RichCorp equals forty million dollars ($40,000,000.00) per year. The total number of shares of Buyer’s common stock shall not exceed 21,000,000 under the conversion terms of this paragraph or the preferences of the Preferred Shares.
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Consideration for the Purchase. The Purchase Agreement will provide that the consideration for the purchase of the DPI Stock will be the following: A. Seller shall receive Eight hundred thousand (800,000) duly authorized and issued shares of common stock of Ivanhoe Energy Inc. ("Ivanhoe Stock"); and B. Seller shall receive an ORRI of twenty-five one-hundredths of one percent (0.25%) in areas below the MacDonald Shale in (i) areas under existing leases which have been taken by or assigned to the working interest partners in the Almond Flank AMI, (comprising approximately 1,503 net acres as set forth on exhibit "A"), in which DPI is currently entitled to ORRI, and (ii) in the 592 net acres (set forth on exhibit "B"), in which Ivanhoe previously acquired ORRI in the purchase of Digital Petrophysics Resources, Inc., pursuant to the Stock Purchase Agreement, dated September 3, 1999. C. Seller shall cause to be assigned, sold, or otherwise conveyed, granted or transferred out of DPI, to Seller or Seller's designee, prior to the sale of DPI Stock to Purchaser all assets currently owned by DPI with the exception of those interests identified in exhibit "A". The Parties agree that only those interests of DPI identified in exhibit "A" shall be the sole remaining assets of DPI at the time of the Closing of the stock sale transaction. Purchaser expressly agrees that the consideration paid under this purchase agreement is only for those interests identified in exhibit "A" and do not include any interests which are not otherwise identified in this Agreement or are expressly reserved or excluded from this transaction. D. Nothing in this Agreement shall constitute a non-competition agreement governing or restricting either Seller's right to engage in any professional consulting services on behalf of any other entity. Seller shall be free to accept or decline any consulting engagement with any entity without notice or limitation to Purchaser. E. Purchaser further agrees that in the event that an oil and gas lease with Texaco pertaining to rights above the base of the McDonald Shale covering the lands referenced in that Oil and Gas lease by and between Texaco and West Best Resources, Ltd. dated June 26th 1999 as recorded in the official records of the County of Kern ▇▇▇ument # 0200057248, is taken by either Purchaser or Aera Energy LLC, in which Purchaser has any beneficial interest, then Purchaser shall assign to Seller an ORRI of the difference between the existing burdens at the time the lease is acqui...
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Consideration for the Purchase. At the Closing, Buyer shall deliver and and escrow tender as consideration for the Purchased Shares a total of ten thousand (10,000) shares of Buyer’s preferred stock (the “Preferred Shares”) until the stock exchange date of June 15, 2005. The preferences relating to the Preferred Shares will be summarized on each certificate representing such shares and will entitle the holder of the Preferred Shares to a pro rata interest in 70% of net profits from the Buyer’s sale of coal obtained from Lancaster International Corporation, Inc, owned by the Company.
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Consideration for the Purchase. 4.1 In order to complete the purchase, TAMARACK shall be obligated to: Share Issuance -------------- (a) Issue to ▇▇▇▇▇▇ 250,000 shares of common stock in the capital stock of TAMARACK (the "Shares") at a deemed price of $0.001 per share within 90 days following the execution of this agreement. Cash Payment ------------ (b) Pay to ▇▇▇▇▇▇ a total of $1,000 upon execution of this Agreement; Assessment Work --------------- (c) Pay, as TAMARACK may determine, all Claim payments and assessment work required to keep the Claims in good standing .
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Consideration for the Purchase 
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Related to Consideration for the Purchase

  • THE PURCHASER AND PAYMENT OF PURCHASE PRICE 8.1 Immediately after the fall of the hammer and upon being declared the successful purchaser of the Property, the Purchaser shall execute the memorandum attached hereto (`the Memorandum’). 8.2 The signed Memorandum together with these conditions of sale and the Proclamation of Sale shall in their entirety form the contract for the sale and purchase of the Property (`the Contract of Sale’). 8.3 The last bid which is the highest bid accepted by the Auctioneer and upon which the Property is sold to the Purchaser shall be the purchase price for the Property (`the Purchase Price’). 8.4 Upon successful bid of the property by the bidder, the Bidding Deposit deposited by the bidder pursuant to clause 3.1 shall be paid to the Bank immediately upon execution of the Contract of Sale (“ the Purchase Deposit) 8.5 In the event that the Purchase Price is higher than the Reserve Price, the Purchaser shall immediately deposit with the Auctioneer as stakeholder a sum equivalent to the difference between Purchase Deposit and the Bidding Deposit (`the Purchase Deposit Shortfall’) either in cash or by way of a valid bank draft or cashier’s order drawn in favour of the Bank which together will form the Purchase Deposit. 8.6 The Auctioneer shall upon receipt of the Purchase Deposit release the said sum, bank draft and/or cashier’s order to the Bank. 8.7 In the event that the Purchaser shall fail to deposit the Purchase Deposit Shortfall or shall fail to execute the Memorandum for any reason whatsoever or in the event of the bank draft and/or cashier’s order for the Bidding Deposit and/or the Purchase Deposit Shortfall is dishonored for any reason whatsoever when presented by the Bank for payment, the Purchaser shall be deemed to have committed a breach of the terms of the Auction Sale and the consequences set out in paragraph 8.8 hereto shall ensue. 8.8 In the event that the Purchaser shall commit a breach, the Bidding Deposit shall be forfeited absolutely to the Bank and the Bank may in its absolute discretion upon such terms and conditions and at such time or times the Bank deems fit put the Property up for resale. The Bank shall be further entitled to recover from the Purchaser all costs and expenses of, in connection with and resulting from such resale. The Purchaser shall be further liable to the Bank for any shortfall in the sale price obtained at the resale and the Purchase Price (`the Resale Shortfall’). A certificate duly signed by an authorized officer of the Bank as to amount of the Resale Shortfall and the costs and expenses of, in connection with resulting from such resale shall be accepted by the Purchaser as binding correct and conclusive for all purposes including for legal proceedings. The certified amount shall be paid by the Purchaser to the Bank not later than seven (7) days from the date of the demand made by the Bank. 8.9 Notwithstanding anything herein contained, the amount representing the difference between the Purchase Price and the Purchase Deposit (“Balance Purchase Price”) shall be paid by the Purchaser directly to the Bank without any set-off not later than NINETY (90) DAYS from the date of the Contract of Sale (`the Due Date’). 8.10 The Balance Purchase Price shall be paid to the Bank by way of bank draft or cashier’s order drawn in favour of the Bank or E-Payment or any mode of payment which acceptable by the Bank. 8.11 Upon the written request by the Purchaser before the expiry date, the Bank in its absolute discretion may but shall be under no obligation to extend the Due Date for such period or periods the Bank deems fit (`the Extended Due Date’). 8.12 The Purchaser shall have prior to twenty one (21) days of the Due Date, the Purchaser shall issue a written request to the Assignee/Bank applying for an extension of time and the Bank may in it’s absolute discretion (i) agree to grant the extension of time unconditionally, or (ii) refuse the request, in which case the 10% of the successful bid shall be forfeited, or (iii) agree to grant an extension of time subject to conditions (including but not limited to imposition of late payment interest/charges/compensation at such rate/amount as the Bank shall determine) without assigning any reasons whatsoever and such decision shall be binding on the Purchaser. The interest on late payment if imposed by the Bank may be in the form of advance payment of interest for the extension period or otherwise is final and not refundable. 8.13 In the event that the Purchaser for any reason whatsoever (save and except where it is due to the default of the Bank) fails to pay the Balance Purchase Price by the Due Date or the Extended Due Date, as the case may be, the Purchaser shall be deemed to be in breach of the Contract of Sale, and all monies paid to the Bank upon the execution of the Contract of Sale including the Purchase Deposit shall be forfeited absolutely by the Bank and the consequences as set out in paragraph 8.8 shall ensue.

  • Agreement to Subscribe Purchase Price (i) SELLER and BUYER are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Rule 506 under Regulation D ("Regulation D") as promulgated by the United States Securities and Exchange Commission under the Securities Act; and (ii) BUYER hereby subscribes for Three Hundred (300) Preferred Shares, at a purchase price of One Thousand Dollars ($1,000) U.S. per share, convertible into Common Shares in accordance with the terms set forth in the Certificate of Designation attached as Exhibit A to this Agreement, for an aggregate purchase price of Three Hundred Thousand Dollars ($300,000) payable in United States Dollars at the Closing, as defined in Paragraph 5 hereof. (iii) BUYER shall pay the purchase price by delivering same day funds in United States Dollars to an escrow agent or as otherwise agreed between the parties, to be delivered to the order of SELLER upon delivery of the Shares. (iv) BUYER shall receive from SELLER at Closing, for no additional consideration, a number of three-year warrants ("Warrant" or "Warrants") to purchase one Common Share for every four Common Shares that BUYER would have received had BUYER converted the Preferred Shares at Closing (the "Warrant Shares"; the Common Shares and the Warrant Shares are sometimes hereinafter collectively referred to as the "Shares"). The Warrants shall have a strike price of $2.00 per share, and shall be exercisable as set forth in the form of Common Stock Purchase Warrant Certificate attached as Exhibit B to this Agreement.

  • Sale, Purchase, Delivery and Payment for the Shares On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of $_____ per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on Schedule I to this Agreement, subject to adjustment in accordance with Section 9 hereof. (b) The Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representative to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile or electronic notice, by the Representative to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase. (c) Payment of the purchase price for, and delivery of certificates for, the Firm Shares shall be made at the offices of W.R. Hambrecht + Co, LLC, 539 Bryant Street, Suite 100, San Francisco, ▇▇, ▇▇▇▇▇ ▇▇ 7:00 a.m., S▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, on the third business day following the date of this Agreement or at such time on such other date, not later than ten (10) business days after the date of this Agreement, as shall be agreed upon by the Company and the Representative (such time and date of delivery and payment are called the "Firm Shares Closing Date"). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price, and delivery of the certificates, for such Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each date of delivery as specified in the notice from the Representative to the Company (such time and date of delivery and payment are called the "Option Shares Closing Date"). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a "Closing Date" and, together, the "Closing Dates." (d) Payment for the Shares shall be made to the Company by wire transfer of immediately available funds to the order of the Company against delivery of the respective certificates to the Representative for the respective accounts of the Underwriters of certificates for the Shares to be purchased by them. (e) Certificates evidencing the Shares shall be registered in such names and shall be in such denominations as the Representative shall request at least two full business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as described in Section 1(b) and shall be delivered by or on behalf of the Company to the Representative through the facilities of the Depository Trust Company ("DTC") for the account of such Underwriter. The Company will cause the certificates representing the Shares to be made available for checking and packaging, at such place as is designated by the Representative, on the full business day before the Firm Shares Closing Date (or the Option Shares Closing Date in the case of the Option Shares).

  • Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise In addition to any other rights available to the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions of Section 2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a ▇▇▇▇▇▇’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.

  • Adjustments to the Shares and Warrant Price In order to prevent dilution of the purchase rights granted under this Warrant, the Warrant Price and the number of Shares issuable upon exercise of this Warrant shall be subject to adjustment from time to time as provided in this Section 2.