Sale and Purchase of Ownership Interests. 1. 1Sale and Purchase of Ablis Common Stock. (a) Immediately following the execution of this Agreement, B▇▇▇▇▇ shall cause Ablis to convert from an Oregon limited liability company into an Oregon corporation. (b) Following such conversion, Ablis shall sell, transfer, assign and deliver unto Buyer, and Buyer shall purchase (the "First Tranche Ablis Purchase") from Seller, newly issued, fully paid and non-assessable shares of common stock of Ablis evidencing ownership of 4.99% of the ownership equity of Ablis following the First Tranche Ablis Purchase ("Buyer's First Tranche Ablis Stock") for a purchase price of $399,200 in cash payable via wire transfer to Ablis. (c) Following receipt of the OLCC Approval (as hereafter defined), Ablis shall sell, transfer, assign and deliver unto Buyer, and Buyer shall purchase (the "Second Tranche Ablis Purchase") from Seller, newly issued, fully paid and non-assessable shares of common stock of Ablis evidencing ownership of up to an additional 15% of the ownership equity of Ablis following the Second Tranche Ablis Purchase ("Buyer's Second Tranche Ablis Stock") for a purchase price of $80,000 per additional 1% of the ownership equity of Ablis (or a total of $1,200,000 if all additional 15% of the ownership equity of Ablis is purchased by Buyer in the Second Tranche Ablis Purchase, so that Buyer would then own 19.99% of the ownership equity of Ablis) in cash payable via wire transfer to Ablis.
Appears in 1 contract
Sale and Purchase of Ownership Interests. 1. 1Sale and Purchase of Ablis HC Common Stock.
(a) Immediately following the execution of this Agreement, B▇▇▇▇▇ shall cause Ablis to convert from an Oregon limited liability company into an Oregon corporation.
(b) Following such conversion, Ablis HC shall sell, transfer, assign and deliver unto Buyer, and Buyer shall purchase (the "First Tranche Ablis HC Purchase") from SellerAblis HC, newly issued, fully paid and non-assessable shares of common stock of Ablis HC evidencing ownership of 4.99% of the ownership equity of Ablis HC following the First Tranche Ablis HC Purchase ("Buyer's First Tranche Ablis HC Stock") for a purchase price of $399,200 in cash payable via wire transfer to AblisBendistillery, Inc., an Oregon corporation.
(cb) Following receipt of the OLCC Approval (as hereafter defined), Ablis HC shall sell, transfer, assign and deliver unto Buyer, and Buyer shall purchase (the "Second Tranche Ablis HC Purchase") from SellerAblis HC, newly issued, fully paid and non-assessable shares of common stock of Ablis HC evidencing ownership of up to an additional 15% of the ownership equity of Ablis HC following the Second Tranche Ablis HC Purchase ("Buyer's Second Tranche Ablis HC Stock") for a purchase price of $80,000 per additional 1% of the ownership equity of Ablis HC (or a total of $1,200,000 if all additional 15% of the ownership equity of Ablis HC is purchased by Buyer in the Second Tranche Ablis HC Purchase, so that Buyer would then own 19.99% of the ownership equity of AblisAblis HC) in cash payable via wire transfer to AblisBendistillery, Inc., an Oregon corporation.
Appears in 1 contract
Sources: Stock Sale and Purchase Agreement (Acquired Sales Corp)