Asset Purchase of Utro Crane Company, Inc Sample Clauses

Asset Purchase of Utro Crane Company, Inc. Subject to the terms and conditions hereof, at the Closing, Utro Seller shall pursuant to a Xxxx of Sale attached hereto as Exhibit D (“Utro Xxxx of Sale”), sell, convey, transfer, assign and deliver to Utro Buyer, and Utro Buyer shall purchase from Utro Seller, all of Utro Seller’s right, title and interest in and to all of Utro Seller’s property and assets, personal or mixed, tangible and intangible, of every kind and description, wherever located and whether or not any of such assets have any value for accounting purposes or are carried or reflected on or specifically referred to in Utro Seller’s books of account or financial statements, excluding only the Excluded Assets and any real property held by Utro Seller, free and clear of any and all Encumbrances other than Permitted Encumbrances, including, but not limited to, that certain 2000 Terex Truck VIN 51515 and 1997 Terex Truck VIN 10034 (the “Utro Assets”, and together with the Xxxxx’x Assets the “Acquired Assets”) in exchange for the Utro Consideration paid by wire transfer of immediately available funds to the Utro Seller.
Sample 1
AutoNDA by SimpleDocs

Related to Asset Purchase of Utro Crane Company, Inc

  • Asset Purchase Agreement The transactions contemplated by the Asset Purchase Agreement shall have been consummated.

  • Purchase of Company Shares Acquisition Sub shall have accepted for payment and paid for all of the Company Shares validly tendered and not withdrawn pursuant to the Offer.

  • Purchase and Sale of Company Shares Sale of Company Shares

  • 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:

  • Closing of the Company’s Transfer Books At the Effective Time: (a) all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of certificates representing shares of Company Common Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Common Stock (a "Company Stock Certificate") is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7.

  • Asset Purchase Purchase or otherwise acquire or permit any Subsidiary to acquire all or substantially all or a substantial portion of the assets of any Person (or any division or line of business of any Person);

  • Sale of Company In the event that a controlling interest (over 50%) of --------------- ELCOM is sold to a third party, other then the Public markets, EMPLOYEE may exercise one hundred percent (100%) of all options granted under Section 2 herein. EMPLOYEE must exercise said options within sixty (60) days of notification of the acquisition of a controlling interest by a third party. Any Options not exercised by EMPLOYEE within this sixty (60) day period will terminate in full upon expiration of said sixty (60) day period.

  • Sale and Purchase of the Shares On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement:

  • Initial Closing The closing of the purchase and sale of Initial Units shall take place simultaneously with the closing of the IPO (the “Initial Closing Date”). The closing of such Units shall take place at the offices of Ellenoff Xxxxxxxx & Schole LLP, 1345 Avenue of the Americas, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000, or such other place as may be agreed upon by the parties hereto.

  • Purchase and Sale Agreement The Participating Investors and the selling Key Holder agree that the terms and conditions of any Proposed Key Holder Transfer in accordance with this Section 2.2 will be memorialized in, and governed by, a written purchase and sale agreement with the Prospective Transferee (the “Purchase and Sale Agreement”) with customary terms and provisions for such a transaction, and the Participating Investors and the selling Key Holder further covenant and agree to enter into such Purchase and Sale Agreement as a condition precedent to any sale or other transfer in accordance with this Section 2.2.

Time is Money Join Law Insider Premium to draft better contracts faster.