PURCHASE AND SALE OF. STOCK 2.1 Purchase and Sale 2.2 Deposit and Guarantee 2.3 Purchase Price 2.4 Closing Date 2.5 Delivery and Payment III. REPRESENTATIONS AND WARRANTIES OF SELLER
PURCHASE AND SALE OF. PROPERTIES Section 2.1 Sale.......................................................... 7 Section 2.2
PURCHASE AND SALE OF. THE PURCHASED INTERESTS 8 2.1 Purchase and Sale of the Purchased Interests 8 2.2 The Closing 8 2.3 Deliveries at the Closing 8 2.4 Allocation of Consideration 9 2.5 Withholding 10 ARTICLE 3 THE CLOSING 10 3.1 Conditions to each Party’s Closing Obligations 10 3.2 Conditions to the Closing Obligations of Buyer 11 3.3 Conditions to the Closing Obligations of Seller 11 ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF BUYER 12 4.1 Due Organization, Good Standing and Power 12 4.2 Authorization and Validity of Agreements 12 4.3 Lack of Conflicts 12 4.4 No Consents 13 4.5 No Brokers 13 4.6 Securities Matters 13 4.7 Valid Issuance 13 4.8 Public Disclosure; Financial Statements 13 4.9 Listing 15 4.10 Absence of Certain Changes 15 4.11 Compliance with Laws 15 ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF SELLER 15 5.1 Due Organization, Good Standing and Power 15 5.2 Authorization and Validity of Agreements 15 5.3 Ownership of the Seller Interests 16 5.4 Lack of Conflicts 16 5.5 No Consents 16 5.6 Certain Fees 16 5.7 Securities Matters 17 ARTICLE 6 COVENANTS 17 6.1 Cooperation and Reasonable Efforts 17 6.2 Use of Intellectual Property 18 6.3 Management Owners and MIU Holders 18 6.4 Confidentiality 19 6.5 Publicity 19 6.6 Expenses 19 6.7 Access to Records 19 6.8 Taxes 20 6.9 Further Assurances 20 6.10 Release 20 6.11 Indemnification 22 6.12 Credit Agreement 23 ARTICLE 7 TERMINATION, AMENDMENT, WAIVER AND MODIFICATION 23 7.1 Termination 23 7.2 Effect of Termination 23 7.3 Amendment 24 7.4 Extension/Waiver 24 ARTICLE 8 GENERAL PROVISIONS 24 8.1 Survival 24 8.2 Governing Law 24 8.3 Specific Performance 25 8.4 Assignment 25 8.5 Counterparts 25 8.6 Notices 25 8.7 Time of the Essence 27 8.8 Entire Agreement; Conflicts 27 8.9 Severability 27 8.10 No Strict Construction 28 8.11 Jurisdiction; Consent to Service of Process; Waiver 28 8.12 Liquidity Agreement 29 A: Form of Assignment of Membership Interests B: Form of Registration Rights Agreement C: Form of Drag Notice 6.3: Aggregate Purchase Price Determination This PURCHASE AND SALE AGREEMENT (as it may be supplemented or amended in accordance with the provisions hereof, this “Agreement”), dated as of August 25, 2017, is by and among Q-GT (V) Investment Partners, LLC, a Delaware limited liability company (“Seller”), Forum Energy Technologies, Inc., a Delaware corporation (“Buyer”), and solely for purposes of Sections 6.3, 6.10, 6.11 and 6.12, Global Tubing, LLC, a Delaware limited liability company (the “Company”). The Company (as ap...
PURCHASE AND SALE OF. THE SERIES C PREFERRED SHARES
SECTION 1.01. Issuance and Sale of the Series C Preferred Shares.
(a) Subject to the terms and conditions set forth herein, on the Closing Date (as hereinafter defined) the Company shall issue, sell and deliver to each Purchaser, and each Purchaser shall purchase from the Company, the number of shares of Series C Preferred Stock set forth opposite the name of such Purchaser on Schedule I hereto under the caption "Series C Preferred Shares" (the aggregate number of shares of Series C Preferred Stock so purchased are referred to herein as the "Series C Preferred Shares"), for a purchase price of $100 per share. On the Closing Date, the Company shall issue a certificate or certificates in definitive form, registered in the name of each Purchaser, representing the number of Series C Preferred Shares being purchased by it hereunder.
(b) As payment in full for the Series C Preferred Shares being purchased by it hereunder, and against delivery of the certificate or certificates therefor as aforesaid, on the Closing Date each Purchaser shall transfer immediately available funds by wire transfer to an account designated by the Company, an amount equal to $100 multiplied by the number of Series C Preferred Shares to be purchased by such Purchaser in accordance with paragraph (a) above.
PURCHASE AND SALE OF. RECEIVABLES Section 2.1 Sale.............................................................9 Section 2.2 Addition of Accounts............................................10 Section 2.3 Removal and Deletion of Accounts................................12 ARTICLE III CONSIDERATION AND PAYMENT Section 3.1
PURCHASE AND SALE OF. SECOND ROUND SHARES AND AMENDMENT TO PURCHASE AGREEMENT
PURCHASE AND SALE OF the Purchased Assets; Excluded Assets. Subject to the terms and conditions of this Agreement, at the Closing (which is being held concurrently with the execution of this Agreement by the parties, as provided in Article 6), Seller shall sell, assign, convey and transfer to Buyer, and Buyer shall purchase from Seller, all of the right, title and interest of the Companies in the following assets, properties and rights pursuant to Section 9-610 of the UCC as in effect in the applicable jurisdictions (the "Purchased Assets"):
(a) all of the Companies' computers, furniture, furnishings, fixtures, other fixed assets, supplies and other tangible personal property (including inventories of raw materials, works-in-progress and finished goods) as of the Closing Date, and any and all machinery, equipment, tools and spare parts, including, without limitation, those listed on Schedule 2.01(a)(i), other than the items set forth on Schedule 2.01(a)(ii) (collectively, the "Equipment") that relate to or are used in the Stock Tab and Small Rolls Businesses;
(b) all of the Companies' Intellectual Property (other than the rights of the Companies under trademark and copyright licenses with respect to which any of the Companies are the licensee) as of the Closing Date that relates to or is used in the Stock Tab and Small Rolls Businesses, including, without limitation, the Intellectual Property described on Schedule 2.01(b);
(c) all of the rights of the Companies as of the Closing Date in, to and under any federal, state, local and other governmental licenses, permits, approvals and authorizations that relate to or are necessary to conduct the Stock Tab or Small Rolls Businesses or to own and operate the Purchased Assets; in each case to the extent assignable (collectively, the "Permits");
(d) subject to the right of access Buyer agrees to afford the Companies and Zimmerman in Section 8.02 hereof, all customer service lists, customer xxxxxxxxations, customer forecasts and all other customer information, all sales and product literature, all warranty and other claims information, all documents, books, drawings, logs, manuals and records relating to the other Purchased Assets, all employee records and all other information and records used in the operation of the Stock Tab and Small Roll Businesses, all as of the Closing Date, but excluding financial statements, tax returns and minutes and other similar official corporate records (copies of all of which shall be made available to ...
PURCHASE AND SALE OF. 2 2.1. PURCHASE AND SALE OF COMPANY NOTES........................................................2 2.2. PURCHASE AND SALE OF HOLDINGS NOTES.......................................................3 2.3. ISSUANCE OF WARRANTS......................................................................3
PURCHASE AND SALE OF the Company's and the Retained Entities' Stock; Retained Assets and Retained Liabilities.........................................
PURCHASE AND SALE OF. 4% SODIUM CITRATE SOLUTION Beginning at least by August 1, 2000 (unless the parties mutually agree to begin sooner), and for the term of the Agreement, SeraCare will purchase all of its requirements for 4% Sodium Citrate Solution from Haemonetics for use in its plasma collection centers except those that are operating under the SOPs of a fractionator. SeraCare may not resell the solutions purchased from Haemonetics to any third-parties. The price of the 4% Sodium Citrate Solution will be ninety-five (95) cents per 250 ml unit, which price shall remain fixed for the entire term of this Supply Agreement. This price does not include any applicable state, federal or local taxes, for which SeraCare remains responsible.
