AGREEMENT TO ACQUIRE AND TRANSFER Sample Clauses

AGREEMENT TO ACQUIRE AND TRANSFER. Sellers agree to transfer the Shares to the Crown Parties, and the Crown Parties agree to acquire the Shares from Sellers, in each case for the consideration and on the other terms and conditions set forth in this Agreement. To the extent that the Crown Parties elect pursuant to Section 1.4 to have Crown Partners issue Units in consideration of the acquisition of Shares, Sellers shall contribute to Crown Partners at Closing that percentage of the Shares which equals the value of the Units issued to Sellers pursuant to Section 1.4.1 divided by the Base Consideration. CP Acquisition shall purchase the remainder of the Shares.
Sample 1
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AGREEMENT TO ACQUIRE AND TRANSFER. On the terms and subject to the conditions contained herein, BII agrees to acquire from Digital and Digital agrees to transfer to BII, the Business of Digital as a going concern as of May 1, 1998 and, specifically, the assets, properties and rights relating to the Business set forth below. The assets, properties, rights and Business are collectively referred to as the "Acquired Assets." All of the Acquired Assets shall be transferred to and acquired by BII free and clear of any liens, encumbrances or security interests, other than the defects in Digital's ownership of such Acquired Assets which are specifically set forth in this Agreement or in the Schedules hereto. The Acquired Assets shall include, but not be limited to the following: [ii] Assets[ii}Assets. All furnishings, furniture, tools, machinery and ------- ------ equipment owned by Digital and listed on Schedule 1(a)(ii) used in connection with the Business, including, without limitation, any such assets used in connection with the operation, maintenance and/or promotion of the Business and located at the Premises at the Closing (the "Assets"); [iii]Inventory[iii] Inventory. The finished goods, raw materials, parts, --------- ---------- supplies, ingredients, merchandise, stock in trade, packaging materials, maintenance supplies and other inventory, (including supplies and parts which have historically been expensed or otherwise not included on Digital's books and records) located at the Premises at the Closing, including merchandise and supplies in transit at the Closing (collectively, the "Inventory"); [iv] Contracts[iv] Contracts. Digital's interests in all contracts and --------- --------- agreements relating to the Business, including without limitation, those contracts set forth on Schedule l(a)(iv) to this Agreement (the "Contracts"); .
Sample 1

Related to AGREEMENT TO ACQUIRE AND TRANSFER

  • Agreement to Purchase and Sell Stock Subject to the terms and conditions of this Agreement, the Company agrees to sell to each of the Investors at the Closing (as defined below), and each of the Investors agrees to purchase from the Company at the Closing, the number of shares of the Company's Common Stock set forth opposite such Investor's name on the Schedule of Investors (collectively, the "Shares") at a price of $39.00 per share.

  • Agreement to Purchase and Sell On the terms and subject to the conditions set forth in this Agreement, each Originator, severally and for itself, agrees to sell to the Buyer, and the Buyer agrees to purchase from such Originator, from time to time on or after the Closing Date, but before the Purchase and Sale Termination Date (as defined in Section 1.4), all of such Originator’s right, title and interest in and to:

  • Agreement to Purchase and Sell Shares Subject to the terms and conditions of this Agreement, at the Closing (as herein defined), the Company shall sell and issue to the Purchaser, 48,077 shares of Common Stock (the shares of Common Stock purchased by the Purchaser, the “Purchased Shares”) for an aggregate purchase price of $25,000 and a per share purchase price of $0.52 (such amount being equal to the OTCQX closing transaction price of the Common Stock on the previous business day).

  • Agreement to Sell and to Purchase Subject to and in accordance with the terms, conditions and provisions hereof, Seller agrees to sell the Property to Buyer, and Buyer agrees to purchase the Property from Seller.

  • Agreements to Sell and Purchase and Lock-Up Agreements On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, (i) the Company agrees to issue and sell ______________ Firm Shares, (ii) each Selling Stockholder agrees, severally and not jointly, to sell the number of Firm Shares set forth opposite such Selling Stockholder's name in Schedule II hereto and (iii) each Underwriter agrees, severally and not jointly, to purchase from each Seller at a price per Share of $______ (the "PURCHASE PRICE") the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to issue and sell the Additional Shares and the Underwriters shall have the right to purchase, severally and not jointly, up to _______ Additional Shares from the Company at the Purchase Price. Additional Shares may be purchased solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The Underwriters may exercise their right to purchase Additional Shares in whole or in part from time to time by giving written notice thereof to the Company within 30 days after the date of this Agreement. You shall give any such notice on behalf of the Underwriters and such notice shall specify the aggregate number of Additional Shares to be purchased pursuant to such exercise and the date for payment and delivery thereof, which date shall be a business day (i) no earlier than two business days after such notice has been given (and, in any event, no earlier than the Closing Date (as hereinafter defined)) and (ii) no later than ten business days after such notice has been given. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase from the Company the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) which bears the same proportion to the total number of Additional Shares to be purchased from the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I bears to the total number of Firm Shares. Each Seller hereby agrees not to (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers all or a portion of the economic consequences associated with the ownership of any Common Stock (regardless of whether any of the

  • Agreement to Sell and Buy Subject to the terms and conditions set forth in this Agreement, Seller hereby agrees to transfer and deliver to Buyer on the Closing Date, and Buyer agrees to purchase, all of the Assets, free and clear of any claims, liabilities, mortgages, liens, pledges, conditions, charges, or encumbrances of any nature whatsoever (except for those permitted in accordance with Section 2.5, 3.5 or 3.6 below), more specifically described as follows:

  • Agreement to Transfer The Transferor hereby agrees to Transfer to the Transferee, pursuant and subject to the terms and conditions set forth in the Agreement and the BCA Approval Order, the Commitment Percentage set forth beneath its signature in the signature page hereto (and Schedule 1 to the Agreement shall be deemed to have been revised in accordance with the Agreement).

  • Agreement to Sell and Purchase the Shares At the Closing (as defined in Section 3), the Company will sell to the Purchaser, and the Purchaser will buy from the Company, upon the terms and conditions hereinafter set forth, the number of Shares (at the purchase price) shown below:

  • Agreement to Sell 1.1 Seller hereby agrees to sell the Project to Purchaser, and Purchaser hereby agrees to purchase the Project from Seller, in accordance with the terms and subject to the conditions hereinafter set forth.

  • Agreement to Sell and Purchase Subject to and in accordance with the terms and conditions of this Agreement, Buyer agrees to purchase the Assets from Seller, and Seller agrees to sell the Assets to Buyer.

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