Purchase and Sale of Acquired Securities Sample Clauses

Purchase and Sale of Acquired Securities. Subject to the terms and conditions of this Agreement, at the Closing, Seller shall transfer, sell, and deliver to Buyer, free and clear of all Encumbrances, other than Permitted Equity Encumbrances, and Buyer shall purchase and accept delivery of, the Acquired Securities.
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Purchase and Sale of Acquired Securities. On the terms and subject to the conditions set forth in this Agreement, at the Closing and upon payment of the Estimated Purchase Price by Buyer in accordance with Section 1C, Buyer shall purchase and accept from the Sellers, and the Sellers shall sell to Buyer, all of the Acquired Securities.
Sample 1
Purchase and Sale of Acquired Securities. Subject to the terms and conditions set forth in this Agreement, the Seller agrees to sell to the Purchaser and the Purchaser agrees to purchase from the Seller the Acquired Securities. The Initial Purchase Price shall be paid in cash at the Closing (hereinafter defined).
Sample 1
Purchase and Sale of Acquired Securities. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, the Sellers will sell, assign, transfer and convey to Buyer, and Buyer will purchase and acquire from the Sellers, all of the Acquired Securities owned by such Seller in exchange for the payment of the Estimated Purchase Price in cash to the Sellers. Payment for such Acquired Securities will be made by wire transfer on the Closing Date of immediately available funds to the account or accounts specified by the Representative (which account or accounts, together with the amounts payable to each Seller, will be designated by the Representative in writing at least two business days prior to the Closing Date). Each Seller who is an obligor of an Executive Note shall repay such Executive Note on the Closing Date in full through a reduction of proceeds paid to such obligor or Affiliates of such obligor, and, for the avoidance of doubt (without affecting Section 1.02(a)(iv)) such repayment shall be retained by the Company at Closing and shall be disregarded when determining Cash at Closing and Net Working Capital. 011029\0059\11501715.2
Sample 1
Purchase and Sale of Acquired Securities. 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, all of the Acquired Securities, free and clear of all Liens (other than limitations under the Organizational Documents of the issuer of such Acquired Securities or limitations under applicable securities Laws) in exchange for an aggregate cash purchase price equal to (a) $43,072,000 (the “Base Price”), plus (b) the amount, if any, by which the Working Capital exceeds the Working Capital Target, minus (c) the amount, if any, by which the Working Capital Target exceeds the Working Capital, plus (d) Closing Cash, minus (e) Closing Date Indebtedness, minus (f) Transaction Expenses (such resulting amount pursuant to Sections 1.1(a)-1.1(f), and as such amount may be adjusted pursuant to the provisions of Section 1.3, the “Purchase Price”).
Sample 1
Purchase and Sale of Acquired Securities. CLOSING 1 1.1 Purchase and Sale of Acquired Securities 1 1.2 Purchase Price 1 1.3 The Closing 2 1.4 Post-Closing Adjustment 2 1.5 Tax Withholdings 4 ARTICLE 2 CLOSING CONDITIONS 4 2.1 Conditions to the Obligations of Purchaser 4 2.2 Conditions to Obligations of Sellers 6 ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE ACQUIRED COMPANIES 7 3.1 Organization; Authority; No Breach 7 3.2 Capitalization 8 3.3 Subsidiaries 8 3.4 Financial Statements 8 3.5 Absence of Undisclosed Liabilities 9 3.6 Absence of Certain Developments 9 3.7 Title to Personal Property 10 3.8 Tax Matters 10 3.9 Contracts and Commitments 12 3.10 Intellectual Property Rights 14 3.11 Litigation 15 3.12 Brokerage 15 3.13 Employees 15 3.14 Employee Benefit Plans 16 3.16 Environmental Matters 17 3.17 Affiliate Transactions 18 3.18 Real Property 18 3.19 Insurance 19 3.20 Customers, Payors, Suppliers and Distributors 19 3.21 Accounts Receivable 19 3.22 Guaranties and Indebtedness 19 3.23 No Acceleration of Rights or Benefits 19 3.24 Healthcare and Other Matters 19 3.25 Officers and Directors; Bank Accounts 21
Sample 1
Purchase and Sale of Acquired Securities. Subject to the terms and conditions set forth herein, at the Closing, Purchaser shall purchase from Sellers, and Sellers shall sell convey, assign, transfer and deliver to Purchaser the Acquired Securities, free and clear of any Liens, for an aggregate purchase price equal to the Purchase Price.
Sample 1
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Purchase and Sale of Acquired Securities. Subject to the terms and conditions of this Agreement and the CCAA Plan, Plus Products hereby agrees to sell and transfer 100% of the Acquired Securities and the Net Intercompany Receivables to the Purchaser, and the Purchaser hereby agrees to purchase such Acquired Securities and the Net Intercompany Receivables on the Closing Date.
Sample 1
Purchase and Sale of Acquired Securities 
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Related to Purchase and Sale of Acquired Securities

  • Purchase and Sale of Acquired Assets At the Closing and subject to the terms and conditions of this Agreement, Seller shall sell, transfer, assign, convey and deliver to Buyer, free and clear of all Encumbrances, other than Permitted Encumbrances, and Buyer shall purchase, acquire, take assignment and delivery from Seller, of all of the right, title and interest of Seller in and to the Acquired Assets, as specified below.

  • Purchase and Sale of Notes and Warrants (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase (in the amounts set forth as Exhibit A hereto) from the Company, secured convertible demand promissory notes in the aggregate principal amount of up to Eight Million Dollars ($8,000,000), convertible into shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), in substantially the form attached hereto as Exhibit B (the “Notes”). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), including Regulation D (“Regulation D”), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder.

  • Purchase and Sale of the Warrants (i) As payment in full for the 4,000,000 Warrants being purchased under this Agreement, the Purchaser shall pay $6,000,000 (the “Purchase Price”), by wire transfer of immediately available funds in accordance with the Company’s wiring instructions, at least one (1) business day prior to the effective date of the Registration Statement, or on such other date as the Company and the Purchaser may agree.

  • Purchase and Sale of the Units Upon the terms and subject to the conditions of this Agreement, at the Closing, the Sellers shall severally sell, assign, transfer, convey and deliver, or cause to be sold, assigned, transferred, conveyed and delivered, to the Purchaser, all of the Units, and the Purchaser shall purchase the Units, free and clear of any Encumbrances.

  • Purchase and Sale of Equity Interest 1.1 Grant Rights Approved by Party C, Party B (the “Transferor”) hereby exclusively and irrevocably grants to Party A or any designated person (“Designated Persons”) an option to purchase, at any time according to steps determined by Party A, and at the price specified in Section 1.3 of this Agreement, from the Transferor a portion or all of the equity interests held by Party B in Party C (the “Option”). No Option shall be granted to any third party other than Party A and/or the Designated Persons. The “person” set forth in this Agreement means any individual person, corporation, joint venture, partnership, enterprise, trust or non-corporation organization.

  • Purchase and Sale of Debentures and Warrants (a) Upon the following terms and conditions, the Company shall issue and sell to each Purchaser, and each Purchaser shall purchase from the Company, that number of Units set forth beside each Purchaser’s name on Exhibit A, for the purchase price of Cdn$1,000 per Unit (the “Unit Price”), for aggregate gross proceeds to the Company of Three Million Dollars (Cdn$3,000,000). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon (i) the exemptions from securities registration requirements of the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "U.S. Securities Act"), including Rule 506 of Regulation D under the U.S. Securities Act ("Regulation D") and/or Section 4(2) of the U.S. Securities Act; and (ii) exemptions from the prospectus filing requirements in Canada and pursuant to exemptions from provincial securities laws.

  • Purchase and Sale of Debentures Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, Buyer agrees to purchase, at each Closing, and Company agrees to sell and issue to Buyer, at each Closing, Debentures in the amount of the Purchase Price applicable to each Closing as more specifically set forth below.

  • Purchase and Sale of Units The Purchaser hereby subscribes for and purchases from the Company, and the Company hereby issues and sells to the Purchaser, 25,000 units (the “Initial Units”) at a purchase price of approximately $.003478 per Initial Unit for an aggregate purchase price of $86.95. Each Initial Unit consists of one share of Common Stock and one warrant (an “Initial Warrant”) to purchase one additional share of Common Stock for $6.00 in accordance with the terms of the Warrant Agreement to be entered into by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, which shall be substantially in the form attached hereto as Exhibit A (the “Warrant Agreement”). The Initial Units, together with the underlying Common Stock and the Initial Warrants, are referred to herein as the “Securities.”

  • Purchase and Sale of Convertible Debentures 5 2.2 Purchase and Sale; Purchase Price................................5 2.2 Execution and Delivery of Documents; the Closing.................6 2.3 The Post-Closing.................................................7

  • Purchase and Sale of the Notes (a) The Issuer agrees to issue and sell the Notes to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Issuer the respective principal amount of Notes set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to [ ]% of the principal amount of the Notes, plus accrued interest, if any, from [ ], [ ], to the Closing Date (as defined below).

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