Purchase and Sale Consideration. Upon the terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller, the Shares. The purchase and sale of the Shares is referred to in this Agreement as the “Acquisition”. In consideration for the Shares, Purchaser shall pay to Seller: (a) $5,000,000 (such amount, the “Closing Payment”), payable as set forth in Section 2.02(b), and (b) the Milestone Payments, as and to the extent provided in Section 1.02.
Purchase and Sale Consideration. Glamis agrees to sell to Raleigh, and Raleigh agrees to purchase from Glamis, all of Glamis' right, title and interest in and to the Shares. In consideration of the sale of the Shares to Raleigh, Raleigh shall pay to Glamis the Purchase Price and MSX shall convey and pay to Glamis the Net Smelter Return Royalty. In consideration of the direct and indirect benefits to be received by Metallica as a result of Glamis' sale of the Shares to Raleigh, and as a material inducement to Glamis to enter into this Agreement and sell the Shares to Raleigh, Metallica agrees to guarantee the performance of the respective obligations of Raleigh and MSX under this Agreement, the Promissory Note, the Royalty Deed, the Termination Agreement, the Escrow Instructions and all other instruments executed by Raleigh or MSX pursuant to this Agreement, all as more particularly provided in the Guaranty.
Purchase and Sale Consideration. Upon the terms and subject to the conditions of this Agreement, by this Agreement Seller sells, assigns, transfers, and delivers to Buyer, and Buyer purchases, acquires, and accepts from Seller, all of the Stock and all of the rights and interests related thereto, as part of Buyer’s settlement payment pursuant to the Settlement Agreement (the “Consideration”).
Purchase and Sale Consideration. In consideration for the Secondary Equity Interests, Purchaser shall pay to the applicable Seller Entities the Final Secondary Equity Interests Cash Consideration, calculated pursuant to Section 2.11 and Section 2.12 and payable as set forth in Section 2.10(a)(i) and Section 2.12.
Purchase and Sale Consideration. (a) Subscription and Purchase of Existing Shares. Upon the terms and subject to the conditions of this Agreement, at the First Closing, each of the Purchasers, severally and not jointly, hereby agrees to purchase from the Selling Stockholders the number of Shares set forth opposite such Purchaser's name on Schedule 2.2(a) (collectively, the "Existing Shares"), free and clear of all Encumbrances, for a price of $16.00 per share, representing an aggregate purchase price of $75.0 million (the "Existing Shares Purchase Price"). Each of the Selling Stockholders, severally and not jointly, hereby agrees to sell and deliver to the Purchasers against payment of the purchase price therefor in immediately available funds the number of Shares set forth opposite such Selling Stockholder's name on Schedule 2.2(a) for a purchase price of $16.00 per share. Each Selling Stockholder shall sell and deliver its Existing Shares to the particular Purchaser or Purchasers designated by the Purchasers.
(b) Subscription and Purchase of New Shares and the Warrants.
Purchase and Sale Consideration. Subject to all of the terms and conditions of this Agreement, and based on the representations and warranties contained herein (A) the Acquiror agrees to acquire, and the Company agrees to transfer to the Acquiror at the Closing, free and clear of all Liens other than Permitted Liens, all of the Company’s rights, title and interest in and to all of the assets, properties, rights and interests of the Company other than the Retained Assets (collectively, the “Acquired Assets”); and (B) the Acquiror shall assume all of the Assumed Liabilities. For the avoidance of doubt, regardless of whether such Liability is disclosed herein or in any other schedule hereto or otherwise known by the Acquiror. The Acquiror shall not assume or have any responsibility for any of the Retained Liabilities, and the Company hereby acknowledges that it is retaining the Retained Liabilities. The aggregate consideration (the “Acquisition Consideration”) in exchange for the Acquired Assets shall be as follows:
(a) Cash in the amount of $12,000,000 (the “Cash Component”);
(b) 7,175,004 shares of Common Stock of the Acquiror (the “Common Stock Component”); and
(c) an agreement between the Company and the Acquiror (the “Company Warrant Agreement”) providing for the Issuance of a warrant or warrants (the “Company Warrant”) to purchase shares of Common Stock of the Acquiror in certain circumstances (the “Company Warrant Component”).
Purchase and Sale Consideration. On the terms and subject to the conditions set forth in this Agreement, at the Closing, each Seller shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase from each Seller, the number of Shares set forth across from such Seller’s name under the heading titled “Purchased Shares” in the table in Schedule 1, free and clear of any and all Liens other than Permitted Liens, in exchange for (a) such Seller’s Pro Rata Share of the Closing Consideration, (b) such Seller’s Pro Rata Share of the Post-Closing Consideration, as it may be adjusted pursuant to Section 1.04, and (c) the contingent right of the Seller to receive his, her, or its Pro Rata Share of any amounts that become payable to the Sellers pursuant to Section 1.05. Pharma15 Corporation 1
Purchase and Sale Consideration. In consideration for the payment of $1,500,000 in cash, Seller hereby agrees to sell, transfer and relinquish all of Seller’s right, title and interest in the Assets to Buyer. Except as otherwise agreed by the Parties, title and risk of loss to Assets will transfer to the Buyer upon the physical delivery of the Assets by Seller.
Purchase and Sale Consideration. 1.1 Purchase and Sale Seller agrees to sell, assign, convey and transfer the Stock to Buyer, and Buyer agrees to pay Seller therefor as follows:
A. Cash Payments: $12,500 on or before June 15, 1996; and $12,500 on or before July 15, 1996.
B. Assumption of the Note: Buyer hereby assumes the liability of Seller for payments of principal and interest on the Note.
Purchase and Sale Consideration. (a) Upon the terms and subject to the conditions set forth in this Agreement the Company hereby sells and issues to Ventureo the Shares and Ventureo hereby (i) tenders the sum $39,707.53 ($50,000.00 less $10,292.47 being the sum delivered to the Company or on the Company’s behalf prior to the date of this Agreement and (ii) sells, transfers, assigns and delivers, to the fullest extent permitted by applicable law, to the Company all of its rights, title, and interest in and to the Portfolio free and clear of any Encumbrance (as defined in Section 2.3, below).
(b) Upon the terms and subject to the conditions of this Agreement, and in full consideration of the sale of the Portfolio and the payment of the cash, the Company hereby issues to Ventureo 2,000,000 shares of Series A Cumulative Convertible Preferred Stock; having the voting powers, designations, preferences, and relative, participating, optional, and other special rights, and the qualifications, limitations, or restrictions rights, set forth in the Company’s Articles of Incorporation, a copy of which is attached as Exhibit A hereto (“Articles of Incorporation”).
