Under the plain language of the letter agreement, the conveyance of TyraTech common stock held by XL Tech Inc. in satisfaction of the debt it owed to a third-party investor was not a "Transaction" triggering the $3 million "closing fee" owed to Molecular. That conveyance, a strict foreclosure under UCC article 9, was not a "sale of part or all of the shares of TyraTech Common Stock held by XL Tech," and in order to give effect to all the letter agreement's provisions, the...
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