01Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing (as defined in Section 2.01), Seller shall sell to Buyer, and Buyer shall purchase from Seller, the Shares, free and clear of any mortgage, pledge, lien, charge, security interest, claim, community property interest, option, equitable interest, restriction of any kind (including any restriction on use, voting, transfer, receipt of income, or exercise of any other ownership attribute), or other encumbrance (each, an "Encumbrance"), for the consideration specified in Section 1.02.
01Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Vendor shall sell to Purchaser, and Purchaser shall purchase from Vendor, the Shares, free and clear of all Encumbrances, for the consideration specified in Section 2.02.
01Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Sellers shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Sellers, free and clear of any Liens other than Permitted Liens, all of Sellers’ right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased Assets”), including, without limitation, the following:
(a) all Contracts, including Intellectual Property Agreements, set forth on Section 1.01(a) of the Disclosure Schedule (the “Assigned Contracts”);
(b) the Intellectual Property Assets identified on Section 1.01(b) of the Disclosure Schedule;
(c) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones and other tangible personal property (the “Tangible Personal Property”);
(d) all Permits which are held by Sellers and required for the conduct of the Business as currently conducted or for the ownership and use of the Purchased Assets;
(e) all rights to any Actions of any nature available to or being pursued by Sellers to the extent related to the Business or the Purchased Assets, whether arising by way of counterclaim or otherwise;
(f) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to the payment of Taxes) set forth on Section 1.01(f) of the Disclosure Schedule;
(g) all of Sellers’ rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets;
(h) all insurance benefits, including rights and proceeds, arising from or relating to the Business or the Purchased Assets;
(i) originals, or where not available, copies, of all books and records, including, but not limited to, books of account, ledgers and general, financial and accounting records, customer lists, customer purchasing histories, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, records and data (including all correspondence with any Governmental Authority), sales m...
01Purchase and Sale. Upon the terms and subject to the conditions of this Agreement, the Company agrees to issue and sell to the Purchaser, and the Purchaser agrees to subscribe for and purchase from the Company, the Issued Shares. The aggregate subscription price for the Issued Shares is US$15,000,000 (“Subscription Price”), or US$0.005 per share. The Subscription Price shall be paid as provided in Section 2.02. The Issued Shares shall be issued and allotted to the Purchaser, credited as fully paid against payment of the par value, as provided in Section 2.03. The Purchaser shall remain entitled to all of its rights, except for its voting rights, in respect of each Issued Share, and the voting power of each of the Issued Shares shall be irrevocably and fully delegated by the Purchaser to Mr. XX Xxxxx, the chairman of the board of directors and chief executive officer of the Company, upon the issuance of the Issued Shares.
01Purchase and Sale. On the terms of this Agreement, at the Closing, each Purchaser shall severally purchase and acquire from the Company the number of Preferred Units set forth opposite such Purchaser's name on Schedule I (such Purchaser's "Purchaser Acquired Units"), and the Company shall issue, sell and deliver to each Purchaser, free and clear of all Liens, except restrictions imposed by the Securities Act and any other applicable securities Laws or by the Company LPA, such Purchaser's Purchaser Acquired Units (in aggregate, the "Acquired Units") for a cash purchase price per Acquired Unit equal to $1,000 and an aggregate cash purchase price with respect to each Purchaser as set forth opposite their name on Schedule I (such amount, the Purchaser's "Purchase Price Portion"), and an aggregate cash purchase price of $700,000,000 among all the Purchasers. The Preferred Units shall have the designation, preferences and other rights and limitations set forth in the Company LPA. The Company agrees that the Preferred Units shall be classified as mezzanine equity or equity (but not debt) for purposes of GAAP and U.S. Federal income taxes.
01Purchase and Sale. At the Closing, Shareholders shall sell to Purchaser, and Purchaser shall purchase from Shareholders, the Shares, free and clear of all Encumbrances, for the consideration specified in Section 2.02(the “Purchase Price”).
01Purchase and Sale. On the terms and conditions set forth in this Agreement and subject to the satisfaction (or, to the extent permitted by applicable Law, waiver by the party entitled to the benefit thereof) of the conditions set forth in Article VI, at the Closing, (a) the Hill Path Investor shall purchase and acquire from the Company the Purchased Securities set forth opposite its name on Schedule II hereto for an aggregate purchase price of $150,000,000 (such aggregate purchase price, the “Hill Path Purchase Price”); provided that the Hill Path Purchase Price shall be increased pro rata based on any Additional Purchased Securities that are purchased pursuant to Section 5.19 hereof (if any) and (b) the HPS Investor shall purchase and acquire from the Company the Purchased Securities set forth opposite its name on Schedule II hereto for an aggregate purchase price of $10,000,000 (such aggregate purchase price, the “HPS Purchase Price” and summed with the Hill Path Purchase Price, the “Purchase Price”).
01Purchase and Sale. Subject to the terms and conditions set forth herein, the Company shall sell to Investor, and Investor shall purchase from the Company, 67,797 shares of Series E Preferred Stock (the “Purchased Series E Preferred Stock”) for an aggregate purchase price of Four Million Dollars ($4,000,0000) (the “Purchase Price”). Investor shall pay the Purchase Price to the Company in sixteen (16) equal monthly installments of Two Hundred Fifty Thousand Dollars ($250,000) (each a “Purchase Price Installment”), commencing on February 1, 2024 and by the tenth day of the of each succeeding month (each a “Purchase Price Installment Payment Date”), by wire transfer of immediately available funds to an account of the Company designated in writing by the Company to Investor. The Company shall issue 4,238 shares of Series E Preferred Stock as each payment is received for the first fifteen (15) monthly installments and 4,227 shares of the Series E Preferred Stock upon receipt of the sixteenth (16th) and final payment. In the event the Investor fails to pay a Purchase Price Installment to the Company on or before the corresponding Purchase Price Installment Payment Date, the Investor shall have five (5) Business Days from the date the Company notifies the Investor of such failure to cure any such failure. If such failure remains uncured for more than fifteen (15) Business Days from the date the Company notifies the Investor of such failure, the Company shall not be obligated to accept any further Purchase Price Installments from the Investor. In the event the Company reaches an agreement to sell more than fifty percent (50th) Purchase Price Installment, the Company shall notify the Investor of any such Company Sale Transaction and the Investor shall have the option to accelerate the payment of any remaining Purchase Price Installments to the Company in exchange for the remaining unpurchased 67,797 Series E Preferred Stock which shall then be converted to Company Common Stock. In the event the Investor elects to accelerate remaining Purchase Price Installments in accordance with the preceding sentence, the conversion of the Purchased Series E Preferred Stock to Company Common Stock shall occur prior to the consummation of the Company Sale Transaction.
01Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Sellers shall sell to Buyer, and Buyer shall purchase from Sellers, (i) 100% of the Interests held by Xxxxxxxx (the “Xxxxxxxx Interests”) and (ii) Interests held by Guimaraes equal to 60.2% of the Company (the “Guimaraes Interests” and together with the Xxxxxxxx Interests, the “Purchased Interests”), with such percentage being acquired by Buyer equal to 80.1% of the Interests of the Company, free and clear of any mortgage, pledge, lien, charge, security interest, claim, community property interest, option, equitable interest, restriction of any kind (including any restriction on use, voting, transfer, receipt of income, or exercise of any other ownership attribute), or other encumbrance (each, an “Encumbrance”).
01Purchase and Sale. Subject to the terms and conditions of this Agreement, at the Closing (as defined herein), Buyer will purchase from each Seller, and each Seller will sell and deliver to Buyer, all of the Membership Interests owned by such Seller, which Membership Interests equal one hundred percent (100%) of the issued and outstanding Membership Interests of the Company. Each Seller shall sell to Buyer, and Buyer shall purchase from each Seller, each Seller’s right, title and interest in and to the Membership Interests, free and clear of any mortgage, pledge, lien, charge, security interest, claim or other encumbrance (“Encumbrance”) (other than restrictions on transfer imposed by applicable securities law or arising under Company’s organizational documents), for the consideration specified in Section 1.02.
