Purchase of Stock and Consideration Clause Samples

Purchase of Stock and Consideration. Buyer hereby agrees to purchase all of the outstanding membership interests of ABG (the "Acquired Interests"), all of which are owned beneficially and of record by SELLER. The Acquisition will be accomplished by all of the Acquired Interests being exchanged by the Seller at the Closing for shares of DSTV restricted common stock ("DSTV Shares"). DSTV shall issue at the Closing (as defined in Section 3.5 herein) to the Seller, in total, three million five hundred twenty thousand (3,520,000) DSTV Shares. All of the DSTV Shares shall be distributed to the Seller, except for 50,000 shares that shall be issued to Finder as set forth in Section 8.1 herein.
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Purchase of Stock and Consideration. Buyer hereby agrees to purchase all of the outstanding shares of the capital stock of Be Media (the "Acquired Stock"), all of which is owned beneficially and of record by ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇; namely, 100% of the 100,000 issued and outstanding common shares of Be Media. The Acquisition will be accomplished by all of the Acquired Stock being exchanged by the Seller at the Closing for shares of Magic Convertible Preferred Stock (“MAGIC Preferred C Shares”). Each such Preferred share shall have voting rights equal to the same number of common shares that it is convertible into. Computation of Seller’s Percentage Ownership of Magic Assuming No Deficit in Be Media’s Stockholders’ Equity The precise total number of common shares into which such MAGIC Preferred C shares will be convertible, assuming that Be Media does not have any accumulated stockholder's equity deficit (i.e., no negative net worth) shall equal 49.9% of the total market capitalization of the combined company (including the MAGIC Preferred C Shares and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇' Series B preferred stock and any additional shares that may be issued prior to the Closing ). However, this 49.9% is computed before (i) the anticipated sale of Magic common shares to raise the $3,000,000 or more set forth in Sections 3.5 and 4.6 hereof, and (ii) any and all additional stock grants pursuant to this Agreement, (e.g., Global’s 2,800,000 Magic shares pursuant to Section 8.1; ▇▇▇▇ ▇▇▇▇▇▇▇▇▇'▇ 1,000,000 Magic shares pursuant to Section 8.2; and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇' 1,300,000 Magic shares pursuant to Section 4.9(e)). The total market capitalization of the combined company shall be computed by multiplying the volume weighted average price per share ("VWAP") of Magic common stock for the twenty (20) business days prior to the date of the Closing by the sum of the Magic shares outstanding plus the equivalent Magic shares based on the 49.9% maximum number of Magic Preferred C Shares. For the purpose of computing such total market capitalization, the shares of Magic’s convertible preferred B stock shall be treated as if they had been converted into Magic’s common stock. For example, if the VWAP for such time period is $0.10 per share, and number of Magic’s outstanding shares are 50,000,000, the amount of the equivalent Magic shares based on the 49.9% maximum number of Magic Preferred C Shares is 49,800,399 shares (i.e., 50,000,000 = 50.1% of the maximum total shares of the combined company to be outstanding (x); then the ...
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Purchase of Stock and Consideration 
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Related to Purchase of Stock and Consideration

  • Purchase of Stock 2 Section 1.1

  • Purchase of Shares For the sum of $25,000 (the “Purchase Price”), which the Company acknowledges receiving in cash, the Company hereby issues the Shares to the Subscriber, and the Subscriber hereby purchases the Shares from the Company, subject to forfeiture, on the terms and subject to the conditions set forth in this Agreement. Concurrently with the Subscriber’s execution of this Agreement, the Company shall, at its option, deliver to the Subscriber a certificate registered in the Subscriber’s name representing the shares (the “Original Certificate”), or effect such delivery in book-entry form.

  • Sale and Purchase of Stock 10 2.1. Sale and Purchase of Stock, Etc.......................................................10 2.2. Deposit...............................................................................10 2.3.

  • Stock Consideration 3 Subsidiary........................................................................................................9

  • Purchase of Shares from the Fund (a) The Underwriter shall have the right to buy from the Fund the shares needed to fill unconditional orders for shares of the Fund placed with the Underwriter by investors or securities dealers, depository institutions or other financial intermediaries acting as agent for their customers. The price which the Underwriter shall pay for the shares so purchased from the Fund shall be the net asset value, determined as set forth in Section 3(d) hereof, used in determining the public offering price on which such orders are based. (b) The shares are to be resold by the Underwriter to investors at a public offering price, as set forth in Section 3(c) hereof, or to securities dealers, depository institutions or other financial intermediaries acting as agent for their customers having agreements with the Underwriter upon the terms and conditions set forth in Section 8 hereof. (c) The public offering price of the shares, i.e., the price per share at which the Underwriter or selected dealers or selected agents (each as defined in Section 8(a) below) may sell shares to the public, shall be the public offering price determined in accordance with the then current Prospectus and Statement of Additional Information of the Fund (the "Prospectus" and "Statement of Additional Information," respectively) under the Securities Act of 1933, as amended (the "Securities Act"), relating to such shares, but not to exceed the net asset value at which the Underwriter is to purchase such shares, plus, in the case of Class A shares, a front-end sales charge equal to a specified percentage or percentages of the public offering price of the Class A shares as set forth in the Prospectus. Class A shares may be sold without such a sales charge to certain classes of persons as from time to time set forth in the Prospectus and Statement of Additional Information. All payments to the Fund hereunder shall be made in the manner set forth in Section 3(f) hereof. (d) The net asset value of shares of the Fund shall be determined by the Fund, or any agent of the Fund, as of the close of regular trading on the New York Stock Exchange on each Fund business day in accordance with the method set forth in the Prospectus and Statement of Additional Information and guidelines established by the Directors of the Fund. (e) The Fund reserves the right to suspend the offering of its shares at any time in the absolute discretion of its Directors. (f) The Fund, or any agent of the Fund designated in writing to the Underwriter by the Fund, shall be promptly advised by the Underwriter of all purchase orders for shares received by the Underwriter. Any order may be rejected by the Fund; provided, however, that the Fund will not arbitrarily or without reasonable cause refuse to accept or confirm orders for the purchase of shares. The Fund (or its agent) will confirm orders upon their receipt, will make appropriate book entries and upon receipt by the Fund (or its agent) of payment thereof, will deliver deposit receipts or certificates for such shares pursuant to the instructions of the Underwriter. Payment shall be made to the Fund in New York Clearing House funds. The Underwriter agrees to cause such payment and such instructions to be delivered promptly to the Fund (or its agent).