Common use of The Consideration Clause in Contracts

The Consideration. 1.1 Subject to the conditions set forth herein on the "Effective Date" (as herein defined), Shareholders of AMI shall exchange all of their shares of AMI for 90,000,000 common shares of NELX common stock. The transactions contemplated by this Agreement shall be completed at a closing ("Closing") on a closing date ("Closing Date") which shall be as soon as possible after all regulatory approvals and shareholder approvals are obtained in accordance with law as set forth in this Agreement, but no later than 30 days after date hereof. On the Closing Date, all of the documents to be furnished to NELX and AMI, including the documents to be furnished pursuant to Article VII of this Agreement, shall be delivered to M.A. ▇▇▇▇▇▇▇, to be held in escrow until the Effective Date or the date of termination of this Agreement, whichever first occurs, and thereafter shall be promptly distributed to the parties as their interests may appear. 1.2 At the Effective Date, AMI shall become a wholly owned subsidiary of NELX. AMI's shareholders shall receive pro rata shares of $.0001 par value voting common stock as follows: NELX shall issue 90,000,000 of its shares of common stock for 100% of the outstanding common shares of AMI, pro rata to the shareholders of AMI. 1.3 If this Agreement is duly adopted by the holders of the requisite number of shares, in accordance with the applicable laws and subject to the other provisions hereof, such documents as may be required by law to accomplish the Agreement shall be filed as required by law to effectuate same, and it shall become effective. The time of filing the last document required by law shall be the Effective Date for the Agreement. For accounting purposes, the Agreement shall be effective as of 12:01 a.m., on the last day of the month preceding the Effective Date.

The Consideration. 1.1 Subject to the conditions set forth herein on the "Effective Date" (as herein defined), (i) the STC Shareholders of AMI shall exchange all of their shares of AMI for 90,000,000 common shares of NELX STC on a one for one basis for common stockstock of VBL (after giving effect to the one for 16 reverse split consummated prior to the date hereof and discussed in Section 5.9 herein) and (ii) all of the options and warrants to purchase common shares of STC, a schedule of which is attached hereto as Schedule B, which are issued and outstanding shall be exchanged for options and warrants to purchase an equal number of common shares of VBL subject to equivalent terms and conditions as set forth in each of the respective option agreements and warrant agreements to purchase common shares of STC. The transactions contemplated by this Agreement shall be completed at a closing ("Closing") on a closing date ("Closing Date") which shall be as soon as possible practicable after all regulatory approvals approval of this exchange by the STC Shareholders and shareholder approvals are obtained compliance with Section 14(f) of the Securities and Exchange Act of 1934, except that such transaction must be completed on or before June 30, 2002, or this Agreement shall expire unless extended in accordance with law as set forth in this Agreement, but no later than 30 days after date hereofwriting. On the Closing Date, all of the documents to be furnished to NELX VBL and AMISTC, including the documents to be furnished pursuant to Article Articles VII and VIII of this Agreement, shall be delivered to M.A. ▇▇▇▇▇▇▇Littman, to be held in escrow until the Effective Date or the date of termination o▇ ▇▇▇▇▇nation of this Agreement, whichever first occurs, and thereafter shall be promptly distributed to the parties as their interests may appear. 1.2 At the Effective Date, AMI shall become a wholly owned subsidiary of NELX. AMI's shareholders shall receive pro rata shares of $.0001 par value voting common stock as follows: NELX shall issue 90,000,000 of its shares of common stock for 100% of the outstanding common shares of AMI, pro rata to the shareholders of AMI. 1.3 If this Agreement is duly adopted by the holders of the requisite number of shares, in accordance with the applicable laws and subject to the other provisions hereof, such documents as may be required by law to accomplish the Agreement shall be filed as required by law to effectuate same, and it shall become effective. The time of filing the last document required by law shall be the Effective Date for the Agreement. For accounting purposes, the Agreement shall be effective as of 12:01 a.m., on the last day of the month preceding the Effective Date.

The Consideration. 1.1 Subject to the conditions set forth herein on the "Effective Closing Date" (as herein defined), Shareholders of AMI MASSTECH shall exchange all 100% of their shares of AMI for 90,000,000 the outstanding common shares of NELX MASSTECH for 50,000,000 (Fifty Million) common stockshares of GST stock and the Notes redeemable to cash under the terms as contained, in the form of Notes attached as Exhibit "C". The transactions contemplated by this Agreement shall be completed at a closing ("Closing") on a closing date ("Closing Date") which shall be as soon as possible after all regulatory approvals and shareholder approvals are obtained in accordance with law as set forth in this Agreement, and subject to negotiation of Employment Agreements with the Shareholders of MASSTECH who are joining the Board of GST, but no later than 30 days after date hereofhereof (the "Closing Date"). On the Closing Date, all of the documents documents, shares and notes to be furnished to NELX GST and AMIMASSTECH shareholders, including the documents to be furnished pursuant to Article VII of this Agreement, shall be delivered to M.A. ▇▇▇▇▇▇▇, to be held in escrow until the Effective Date or the date of termination of this Agreement, whichever first occurs, and thereafter shall be promptly distributed to the parties as their interests may appearspecified in this Agreement. 1.2 At the Effective Closing Date, AMI MASSTECH shall become a wholly owned subsidiary of NELXGST. AMIMASSTECH's shareholders shall receive pro rata shares of $.0001 no par value voting common stock as follows: NELX GST shall issue 90,000,000 50,000,000 (Fifty Million ) of its shares of common stock for 100% of the outstanding common shares of AMIMASSTECH, pro rata to the shareholders of AMIMASSTECH; b) GST shall issue the Notes in the form attached as Exhibit "C", subject to the written instructions of MASSTECH. 1.3 If this Agreement is duly adopted by the holders of the requisite number of shares, in accordance with the applicable laws and subject to the other provisions hereof, such documents as may be required by law to accomplish the Agreement shall be delivered and filed as required by law to effectuate same, and it shall become effective. The time of filing the last document required by law and delivery of shares and notes shall be the Effective Closing Date for the Agreement. For accounting purposes, the Agreement shall be effective as of 12:01 a.m., on the last day of the month preceding the Effective Closing Date.

The Consideration. 1.1 Subject to the conditions set forth herein on the "Effective Date" (as herein defined), Shareholders of AMI CAT shall exchange all of their shares of AMI CAT for 90,000,000 14,382,000 common shares of NELX OSWE common stock. The transactions contemplated by this Agreement shall be completed at a closing ("Closing") on a closing date ("Closing Date") which shall be as soon as possible after all regulatory approvals and shareholder approvals are obtained in accordance with law as set forth in this Agreement, but no later than 30 days after date hereof. On the Closing Date, all of the documents to be furnished to NELX OSWE and AMICAT, including the documents to be furnished pursuant to Article VII of this Agreement, shall be delivered to M.A. ▇▇▇▇▇▇▇, to be held in escrow until the Effective Date or the date of termination of this Agreement, whichever first occurs, and thereafter shall be promptly distributed to the parties as their interests may appear. 1.2 At the Effective Date, AMI CAT shall become a wholly owned subsidiary of NELXOSWE. AMICAT's shareholders shall receive pro rata shares of $.0001 par value voting common stock as follows: NELX OSWE shall issue 90,000,000 14,382,000 of its shares of common stock for 100% of the outstanding common shares of AMICAT, pro rata to the shareholders of AMICAT. 1.3 If this Agreement is duly adopted by the holders of the requisite number of shares, in accordance with the applicable laws and subject to the other provisions hereof, such documents as may be required by law to accomplish the Agreement shall be filed as required by law to effectuate same, and it shall become effective. The time of filing the last document required by law shall be the Effective Date for the Agreement. For accounting purposes, the Agreement shall be effective as of 12:01 a.m., on the last day of the month preceding the Effective Date.

The Consideration. 1.1 Subject to the conditions set forth herein on the "Effective Date" (as herein defined), (i) the STC Shareholders of AMI shall exchange all of their shares of AMI for 90,000,000 common shares of NELX STC on a one for one basis for common stockstock of VBL (after giving effect to the one for 16 reverse split consummated prior to the date hereof and discussed in Section 5.9 herein) and (ii) all of the options and warrants to purchase common shares of STC, a schedule of which is attached hereto as Schedule B, which are issued and outstanding shall be exchanged for options and warrants to purchase an equal number of common shares of VBL subject to equivalent terms and conditions as set forth in each of the respective option agreements and warrant agreements to purchase common shares of STC. The transactions contemplated by this Agreement shall be completed at a closing ("Closing") on a closing date ("Closing Date") which shall be as soon as possible practicable after all regulatory approvals approval of this exchange by the STC Shareholders and shareholder approvals are obtained compliance with Section 14(f) of the Securities and Exchange Act of 1934, except that such transaction must be completed on or before June 30, 2002, or this Agreement shall expire unless extended in accordance with law as set forth in this Agreement, but no later than 30 days after date hereofwriting. On the Closing Date, all of the documents to be furnished to NELX VBL and AMISTC, including the documents to be furnished pursuant to Article Articles VII and VIII of this Agreement, shall be delivered to M.A. ▇▇▇▇▇▇▇Littman, to be held in escrow until the Effective Date or the date of termination ▇▇▇▇▇▇ation of this Agreement, whichever first occurs, and thereafter shall be promptly distributed to the parties as their interests may appear. 1.2 At the Effective Date, AMI shall become a wholly owned subsidiary of NELX. AMI's shareholders shall receive pro rata shares of $.0001 par value voting common stock as follows: NELX shall issue 90,000,000 of its shares of common stock for 100% of the outstanding common shares of AMI, pro rata to the shareholders of AMI. 1.3 If this Agreement is duly adopted by the holders of the requisite number of shares, in accordance with the applicable laws and subject to the other provisions hereof, such documents as may be required by law to accomplish the Agreement shall be filed as required by law to effectuate same, and it shall become effective. The time of filing the last document required by law shall be the Effective Date for the Agreement. For accounting purposes, the Agreement shall be effective as of 12:01 a.m., on the last day of the month preceding the Effective Date.

The Consideration. 1.1 Subject to the conditions set forth herein on the "Effective Date" (as herein defined), Shareholders of AMI ATNG shall exchange surrender all of their shares of AMI ATNG for 90,000,000 27,836,186 common shares of NELX Patho common stock. The transactions contemplated by this Agreement shall be completed at a closing ("Closing") on a closing date ("Closing Date") which shall be as soon as possible after all regulatory approvals and shareholder approvals are obtained in accordance with law as set forth in this Agreement, but no later than 30 90 days after date hereof. On the Closing Date, all of the documents to be furnished to NELX Patho and AMIATNG, including the documents to be furnished pursuant to Article VII of this Agreement, shall be delivered to M.A. ▇▇▇▇▇▇▇M. A. Littman, to be held in escrow until the Effective Date or the date of termination o▇ ▇▇▇▇▇nation of this Agreement, whichever first occurs, and thereafter shall be promptly distributed to the parties as their interests may appear. 1.2 At the Effective Date, AMI ATNG shall become a wholly owned subsidiary of NELXAcquisition. AMIATNG's shareholders shall receive pro rata shares of $.0001 par value voting common stock of Patho as follows: NELX Patho shall issue 90,000,000 27,836,186 of its shares of common stock for 100% of the outstanding common shares of AMIATNG, pro rata to the shareholders of AMIATNG. 1.3 If this Agreement is duly adopted by the holders of the requisite number of sharesshares of ATNG, in accordance with the applicable laws and subject to the other provisions hereof, such documents as may be required by law to accomplish the Agreement shall be filed as required by law to effectuate same, and it shall become effective. The time of filing the last document required by law shall be the Effective Date for the Agreement. For accounting purposes, the Agreement shall be effective as of 12:01 a.m., on the last day of the month preceding the Effective Date. 1.4 On or before October 15, 2001, ATNG shall have paid $250,000 to Patho (less prior advances) to cover expenses incurred by Patho.

The Consideration. 1.1 Subject to the conditions set forth herein on the "Effective Date" (as herein defined), Shareholders of AMI CPI shall exchange all of their shares of AMI CPI for 90,000,000 35,782,600 common shares of NELX CGS common stock. The transactions contemplated by this Agreement shall be completed at a closing ("Closing") on a closing date ("Closing Date") which shall be as soon as possible after all regulatory approvals and shareholder approvals are obtained in accordance with law as set forth in this Agreement, but no later than 30 days after date hereof. On the Closing Date, all of the documents to be furnished to NELX CGS and AMICPI, including the documents to be furnished pursuant to Article VII of this Agreement, shall be delivered to M.A. ▇▇▇▇▇▇▇, to be held in escrow until the Effective Date or the date of termination of this Agreement, whichever first occurs, and thereafter shall be promptly distributed to the parties as their interests may appear. 1.2 At the Effective Date, AMI CPI shall become a wholly owned subsidiary of NELXCGS. AMICPI's shareholders shall receive pro rata shares of $.0001 par value voting common stock as follows: NELX CGS shall issue 90,000,000 35,785,600 of its shares of common stock for 100% of the outstanding common shares of AMICPI, pro rata to the shareholders of AMICPI, plus warrants to purchase an additional 500,000 shares (post-reverse split) at $.01 per share. 1.3 If this Agreement is duly adopted by the holders of the requisite number of shares, in accordance with the applicable laws and subject to the other provisions hereof, such documents as may be required by law to accomplish the Agreement shall be filed as required by law to effectuate same, and it shall become effective. The time of filing the last document required by law shall be the Effective Date for the Agreement. For accounting purposes, the Agreement shall be effective as of 12:01 a.m., on the last day of the month preceding the Effective Date.