Common use of Purchase and Exchange Clause in Contracts

Purchase and Exchange. On the Closing Date (as defined in Section 1.6), each of the Sellers shall sell, and on the Option Closing Date (as defined in Section 1.6) the Sellers shall cause each of the Optionees to sell, to EMKT that number of shares of Company Common Stock or Company Preferred Stock set forth opposite such Seller's or Optionee's name on Schedule 1.1 (the "PURCHASED COMPANY STOCK"), constituting in the aggregate 45 percent of the number of outstanding shares of Company Stock (on a fully diluted and converted basis) (the "PURCHASE"), for a consideration equal to that number of EMKT shares set forth opposite such Seller's or Optionee's name on Schedule 1.1 (the "PURCHASE CONSIDERATION"). The Purchase Consideration shall be payable on January 3, 2000.

Purchase and Exchange. On the Closing Date (as defined in Section 1.6), each of the Sellers shall sell, and on the Option Closing Date (as defined in Section 1.6) the Sellers shall cause each of the Optionees to sell, to EMKT that number of shares of Company Common Stock or Company Preferred Stock set forth opposite such Seller's or Optionee's name on Schedule 1.1 (the "PURCHASED COMPANY STOCK"), constituting in the aggregate 45 50 percent of the number of outstanding shares of Company Stock (on a fully diluted and converted basis) (basis)(collectively, the "PURCHASE"), for a consideration equal to that number of EMKT shares set forth opposite such Seller's or Optionee's name on Schedule 1.1 (the "PURCHASE CONSIDERATION"). The Purchase Consideration shall be payable on January 3, 2000.