The Share Purchase Clause Samples

The Share Purchase. Subject to the terms and conditions set forth in this Agreement, at the Closing, the Purchaser shall purchase from each Seller, and each Seller will sell to the Purchaser, the Shares set forth across from the name of such Seller on Schedule 1.1, free and clear of any and all Liens.

The Share Purchase. Subject to the terms and conditions of this Agreement, on the Closing Date (as defined herein), the Share Purchase shall be consummated, in which the Purchaser shall purchase from Monkey an aggregate of Fifty Million (50,000,000) authorized and previously unissued shares of Common Stock of Monkey (“Purchased Shares”), which shall represent 75.26% of the then outstanding common stock of Monkey, for an aggregate purchase price (the “Purchased Share Price”) of One Hundred Forty Nine Thousand Six Hundred Seventy Four and 76/100 Hundred Dollars ($149,674.76*), payable at the Closing by payment of the Existing Expenses and assumption of all of the Monkey Assumed Liabilities. (*This price may adjust based upon the final ▇▇▇▇ of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & Associates).

The Share Purchase. 2.1.1 At the Closing and subject to and upon the terms and conditions of this Agreement, the Buyer shall purchase from the Seller and the Seller shall sell, convey, transfer, assign and deliver to the Buyer, with full title guarantee free and clear of all Liens, encumbrances or other defects of title, the Seller’s Shares. 2.1.2 The Seller waives and agrees to procure the waiver of any restrictions on transfer, including pre emption rights, which may exist in relation to any Company Shares.

The Share Purchase. Subject to the terms and conditions of this Agreement, the Seller agrees to assign, transfer and deliver to the Purchaser, at the Closing, all the C▇▇▇ Shares (18,706,943 shares) owned by him for US Dollars 7,482777.20 in cash (US $ 0.40/per share representing the fair market price of the C▇▇▇ common stocks quoted on OTCBB on the closing date of December 23, 2008) (the “Share Purchase”).

The Share Purchase. (a) Prior to the Closing of the Share Purchase and Merger, ASAP shall file with the Secretary of State of Nevada a Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Convertible Shares”) in the form annexed hereto as Schedule 1.01(a). On the Closing Date (defined herein), the Share Purchase shall be consummated, in which the Investors shall purchase from ASAP an aggregate of one hundred thousand (100,000) Series A Convertible Shares for cash consideration of Six Hundred Thousand and 00/100 Dollars ($600,000.00). The amount to be paid by and the number of Series A Convertible Shares to be distributed to each Investor is set forth in Schedule 1.01(b). (b) The Parties intend that the issuance of the Series A Convertible Shares to the Investors pursuant to the Share Purchase shall be exempt from the registration requirements of the Securities Act pursuant to Section 4(2) of the Securities Act and the rules and regulations promulgated thereunder.

The Share Purchase. At the Closing, and upon the terms and subject to the conditions of this Agreement, Acquireco shall purchase from the Shareholders, and each Shareholder shall sell, convey, transfer, assign, and deliver to Acquireco, free and clear of all liens, encumbrances, or other defects of title, all of the issued and outstanding Company Common Shares beneficially owned or held of record by each such Shareholder at the Closing such that immediately after the Closing, Acquireco shall be the sole record and beneficial owner of all outstanding shares and rights to acquire the Company’s common shares.

The Share Purchase. On the terms and subject to the conditions set forth in this Agreement, on the Closing Date (as defined in Section 3.03), the ARMCO Shareholder shall sell, assign, transfer and deliver, free and clear of all liens, pledges, encumbrances, charges, restrictions or known claims of any kind, nature, or description, all of the shares of ARMCO held by such Shareholder; the objective of such purchase (the “Share Purchase”) being the acquisition by COX of not less than 100% of the issued and outstanding shares of ARMCO. In exchange for the transfer of such securities by the ARMCO Shareholder, COX shall deliver to the ARMCO Shareholder, its affiliates or assigns, the purchase price of $6,890,000 (the “Purchase Price”) by delivering to the ARMCO Shareholder a promissory note in the form set forth in Exhibit “A” (the “Purchase Money Promissory Note”). At the Closing Date, the ARMCO Shareholder shall, on surrender of his certificate or certificates representing his ARMCO shares to COX or its registrar or transfer agent, be entitled to receive the Purchase Money Promissory Note. Upon consummation of the transaction contemplated herein, all of the issued and outstanding shares of ARMCO shall be held by COX.

The Share Purchase. (i) On the terms and subject to the conditions set forth in this Agreement and each of the Shareholder SPAs, at the Closing, Listco shall purchase and acquire from the Company Shareholders, and the Company Shareholders shall (or, as required hereby and pursuant to article 23.8 of the Company Articles of Association, the Company as agent for any Company Shareholder who has not executed a Shareholder SPA prior to Closing), in accordance with the Shareholder SPAs, sell, transfer, convey and deliver to Listco, all of the Company Shares issued and outstanding immediately prior to Closing (including after giving effect to the transactions contemplated by Section 2.4(a), Section 2.4(b) and Section 2.4(d)) (the “Purchased Shares”), free and clear of all Liens (other than restrictions on transfer under applicable Securities Laws or any general restrictions under the Company Articles of Association) (the “Share Purchase”). The Share Purchase shall be effected pursuant to the terms, and subject to the conditions, of the Shareholder SPAs entered into and delivered by each Company Shareholder prior to Closing (or, as required hereby and pursuant to article 23.8 of the Company Articles of Association, the Company as agent for any Company Shareholder who has not executed a Shareholder SPA prior to Closing). The aggregate consideration for the Purchased Shares (together with any consideration paid or issued in respect of any Specified Option Share) shall be (i) an amount in cash equal to the Aggregate Cash Consideration, plus (ii) an amount equal to the Aggregate Stock Consideration multiplied by the AJAX Share Value, to be satisfied by the issuance by Listco of a number of Listco Class C Shares, or in the case of any Specified Option Share making an election for cash consideration pursuant to Section 2.4(b)(ii), the issuance of a Specified Rollover Option, with the aggregate Listco Class C Shares to be issued or subject to a Specified Rollover Option to be equal to the Aggregate Stock Consideration (with such Listco Class C Shares being issued at a per share value equal to the AJAX Share Value) and shall be issued to the Company Shareholders in accordance with Section 2.1(l)(i), Section 2.1(m) and Section 2.4(b)(ii) and as set forth on the Allocation Schedule. (ii) Each holder of a Company Share (including after giving effect to the transactions contemplated by Section 2.4(a), Section 2.4(b) and Section 2.4(d)) shall have the right to make an election with respect to eac...

The Share Purchase. On the Closing Date, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ shall purchase from the ABC Selling Shareholder, pursuant to the Share Purchase Agreement, 150,000 ABC Shares for in the aggregate US$178,750, as between them as set forth in SCHEDULE 1.04. The ABC Selling Shareholder shall have deposited the certificate(s) and stock power for the 150,000 ABC Shares with the Escrow Agent prior to the Closing and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ shall have deposited an aggregate of US$178,750 by wire transfer to the Escrow Agent, also prior to the Closing. On the Closing Date the Escrow Agent shall release the certificate(s) with stock power for the 150,000 shares to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and shall release the funds to the ABC Selling Shareholder, pursuant to the terms and conditions of the Escrow Agreement.