Closing Purchase and Sale. 2.1 The Closing.......................................................8 2.2 Issuance and Delivery of the Purchase Shares and Issuance of the Warrant.......................................8 2.3 The Purchase Price................................................8 2.4
Closing Purchase and Sale. The Closing 4 2.2 Escrow 4 2.3 Return of Funds 4 2.4 Issuance and Delivery of the Purchase Shares 5 2.5 The Purchase Price 5 2.6 Delivery of Purchase Price 5 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY 3.1 Organization; Good Standing 5 3.2 Subsidiaries 5 3.3 Authority; Execution and Delivery; Enforceability 5 3.4 Non-Contravention 6 3.5 Corporate Documents 6 3.6 Capitalization; Options 6 3.7 Consents and Approvals 7 3.8 SEC Reports and Financial Statements 8 3.9 Litigation and Claims 8 3.10 No Finder 8 3.11 Exempt Offering 9 3.12 Agreements; Action 9 3.13 Related-Party Transactions 9 3.14 Title to Property and Assets 9 3.15 Employee Benefit Plans 9 3.16 Tax Returns, Payments and Elections 10 3.17 Insurance 10 3.18 Disclosure 10
Closing Purchase and Sale. 2.1 The Closing Subject to the terms and conditions of this Agreement, the closing (the “Closing”) of the transactions set forth in this Article II shall take place upon the satisfaction of the closing conditions set forth herein, or at such other time or such other date as Buyers and the Company may agree, at the offices of DLA Piper US LLP, 1251 Avenue of the Americas, New York, New York (such date upon which the Closing occurs is referred to as the “Closing Date”).
Closing Purchase and Sale. The Closing of the transaction contemplated by this Agreement (the “Closing”) shall be held at the offices of Gardere Xxxxx Xxxxxx LLP, 0000 Xxxxxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000-0000 at 9:00 a.m. central time on December 17, 2007 or such other date as may be mutually agreed upon by the Purchasers and Live Nation (the day on which the Closing takes place being herein referred to as the “Closing Date”). At the Closing, Live Nation will cause the LN Target Companies to sell to the Purchasers, and the Purchasers shall purchase from the LN Target Companies, all of the LN Chicago Interests, free and clear of all encumbrances, as more fully set forth herein.
Closing Purchase and Sale. The consummation of the transactions set forth in this Article 2 of this Agreement (the “Closing”) with respect to the purchase and sale of the Transferred Shares hereunder shall take place at the offices of Dxxxx Xxxx & Wxxxxxxx LLP, 400 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date and, immediately following the execution, hereof (the “Closing Date”). The Sellers’ delivery of the Transferred Shares to the Buyers, and Leopard’s and Dragon’s delivery of the Leopard Purchase Price (as defined below) and the Dragon Purchase Price (as defined below), respectively, to the Sellers, shall settle as promptly as practicable, but in any event no later than 12:00 p.m., New York time, on November 12, 2015 (the “Settlement Time”). Upon the terms and subject to the conditions of this Agreement, at the Settlement Time:
(a) Each Seller of Leopard Shares shall sell, free and clear of any Liens (other than restrictions on transfer under applicable securities laws or Liens resulting from any actions taken by any Buyer or arising under any of the other Transaction Agreements), to Leopard, and Leopard shall purchase from each such Seller, the Leopard Shares set forth under the name of such Seller on Schedule I hereto. The aggregate purchase price for the Leopard Shares (the “Leopard Purchase Price”) is $195,100,000, in cash. Leopard shall deliver to each Seller of Leopard Shares the amount of consideration in respect of the Leopard Shares set forth under the name of such Seller on Schedule I hereto in immediately available funds by wire transfer to an account of such Seller with a bank in New York City designated by such Seller, by notice to Leopard, which notice shall have been delivered not later than two Business Days prior to the Closing Date;
(b) Each Seller of Dragon Shares shall sell, free and clear of any Liens (other than restrictions on transfer under applicable securities laws or Liens resulting from any actions taken by any Buyer or arising under any of the other Transaction Agreements), to Dragon, and Dragon shall purchase from each such Seller, the Dragon Shares set forth under the name of such Seller on Schedule I hereto. The aggregate purchase price for the Dragon Shares (the “Dragon Purchase Price”) is $195,100,000, in cash. Dragon shall deliver to each Seller of Dragon Shares the amount of consideration in respect of the Dragon Shares set forth under the name of such Seller on Schedule I hereto in immediately available funds by wire transfer to an accoun...
Closing Purchase and Sale. 2.1 The Closing......................................................................
Closing Purchase and Sale. 1.1.1. The closing of the Contemplated Transactions (the “Closing”) will take place electronically by the mutual exchange of DocuSign or other electronic signatures on the third (3rd) Business Day following the satisfaction or waiver of all conditions of the parties to consummate the transactions contemplated hereby (other than conditions with respect to actions the respective parties will take at the Closing itself) or such other date as Buyer and Seller may mutually determine (“Closing Date”).
1.1.2. At the Closing, on and subject to the terms and conditions of this Agreement, Seller hereby agrees to sell, transfer and deliver to Buyer, and Xxxxx hereby agrees to purchase from Seller, all of Seller’s right, title and interest in and to the Purchased Assets, free and clear of all Encumbrances, for the Purchase Price.
Closing Purchase and Sale. 4
2.1 The Closing 4 2.2 Issuance and Delivery of the Purchase Shares 4
2.3 The Purchase Price 4 2.4 Delivery of Purchase Price 4 2.5 Use of Proceeds 4 2.6 Common Stock Warrant Purchase 4 2.7 Board of Directors 4 2.8 PreEmptive Rights 5 2.9 Summary of Preferred Series B 5 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY 5 3.1 Organization; Good Standing 5 3.2 Subsidiaries 6
3.3 Authority; Execution and Delivery; Enforceability 6
3.4 Non-Contravention 6
3.5 Corporate Documents 6 3.6 Capitalization; Options 7
3.7 Consents and Approvals 8 3.8 SEC Reports and Financial Statements. 8
3.9 Litigation and Claims 8
Closing Purchase and Sale. Closing 1 Section 1.02 Purchase and Sale of Purchased Shares 1 Section 1.03 Payment of the Closing Purchase Price 1 Section 1.04 Purchase Price Adjustment 2
Closing Purchase and Sale. At the Closing, and on the terms and subject to the conditions of this Agreement, Buyer shall purchase and acquire from the Selling Parties, and each Seller shall sell, assign, transfer and convey to Buyer, all of such Seller’s rights, title and interest in and to such number of Securities listed against such Seller’s name in column A in Exhibit D, in aggregate representing ninety point one zero percent (90.10%)of the Capital Stack of the Company, free and clear of all Liens other than Permitted Equity Liens, for the consideration specified in Section 2.3.
