Purchase and Sale of Acquired Shares. At the Closing, on the terms and subject to the conditions set forth in this Agreement, and in reliance on the respective representations and warranties of the Parties, Seller shall sell, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase from Seller, all right, title and interest in and to the Acquired Shares, free and clear of all Liens other than any Liens imposed by securities Laws.
Purchase and Sale of Acquired Shares. On and subject to the terms and conditions of this Purchase Agreement, Buyer agrees to purchase from Fibreboard, and Fibreboard agrees to sell, transfer, convey and deliver to Buyer all of the Acquired Shares at the Closing in exchange for the Purchase Price, as adjusted pursuant to Section 2.3 of this Purchase Agreement.
Purchase and Sale of Acquired Shares. 2.1 Upon the terms and subject to the satisfaction or waiver of the conditions set forth herein, the Company shall sell, issue and allot to the Investor and the Investor shall purchase and receive from the Company the Acquired Shares, free and clear of all Liens (other than any transfer restrictions under applicable securities laws and the Company’s Charter Documents). Immediately following the Closing, the Acquired Shares shall constitute 19.9% of the issued and outstanding share capital of the Company (assuming conversion in full of the Convertible Notes after giving effect to the anti-dilution protections set forth therein resulting from the transactions contemplated by this Agreement).
2.2 The date on which the closing of the purchase and sale of the Acquired Shares pursuant to the terms of this Agreement occurs (the “Closing”) is hereinafter referred to as the “Closing Date”. The Closing will occur at the offices of Meitar Liquornik Xxxx Xxxxxx Tal, 16 Abba Hillel Rd., Ramat Gan, Israel, promptly (but in no event later than the second Business Day) following the satisfaction or waiver of the conditions to the Closing set forth in Section 6 hereof or such other date and time as may be agreed by the Company and the Investor.
Purchase and Sale of Acquired Shares. At the closing of the transactions contemplated by this Agreement (the "Closing"), upon the terms and subject to the conditions set forth in this Agreement, the Company shall issue, sell, assign, transfer and convey to Purchaser, and Purchaser shall purchase and acquire from the Company, the Acquired Shares.
Purchase and Sale of Acquired Shares. 2.1. Upon the terms and subject to the satisfaction or waiver of the conditions set forth herein, the Company shall sell, issue and allot to the Investor and the Investor shall purchase and receive from the Company the Acquired Shares. Immediately following the Closing, the Acquired Shares shall constitute 5% of the issued and outstanding share capital of the Company on a Fully Diluted Basis.
2.2. The date on which the closing of the purchase and sale of the Acquired Shares pursuant to the terms of this Agreement occurs (the “Closing”) is hereinafter referred to as the “Closing Date”. The Closing will be deemed to occur at the offices of Meitar Liquornik Gxxx Xxxxxx Tal (“Meitar”), 16 Abba Hillel Rd., Ramat Gan, Israel, within two (2) business days following the satisfaction or waiver of the conditions to the Closing set forth in Section 6 hereof.
2.3. At the Closing, (i) the Investor shall transfer the Purchase Price to the Company by wire transfer of immediately available funds; and (ii) the Company shall issue and allot the Acquired Shares and deliver the Transfer Agent Instruction Letter to the Company’s transfer agent.
Purchase and Sale of Acquired Shares. In accordance with the provisions of this Agreement, at the Closing, the Seller will sell and transfer to the Purchaser, and the Purchaser will purchase and acquire from the Seller, all of the Acquired Shares.
Purchase and Sale of Acquired Shares. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell to the Purchaser, and the Purchaser shall purchase from the Seller, the Acquired Shares for $110,400,000 in the aggregate (the "Share Purchase Price"). The Share Purchase Price shall be payable as provided in Section 2.03(c).
Purchase and Sale of Acquired Shares. Subject to the terms and conditions of this Agreement, at the Closing, Seller will transfer, sell, and deliver to Purchaser, free and clear of all Encumbrances, and Purchaser will purchase and accept delivery of, the Acquired Shares in exchange for the Upfront Stock Consideration delivered by or on behalf of Purchaser to Seller. To the extent requested by Purchaser, Seller shall provide an allocation of the Upfront Stock Consideration and the Earnout Consideration as between outstanding shares of common and preferred stock of the Company that comprise the Acquired Shares.
Purchase and Sale of Acquired Shares. RECAPITALIZATION
Purchase and Sale of Acquired Shares. Each of Jupiter and Xx. Xxxxx agrees to sell to Purchaser, and Purchaser agrees to purchase from Jupiter and Xx. Xxxxx, the Acquired Shares at the Closing, free and clear of any preemptive rights, options, rights, liens, claims or other encumbrances or restrictions ("Encumbrances") and on the terms and subject to the conditions set forth in this Agreement. The aggregate purchase price for the Jupiter Acquired Shares is $110,991,372 (the "Jupiter Acquired Shares Purchase Price") and the aggregate purchase price for the Xxxxx Acquired Shares is $10,003,009 (the "Xxxxx Acquired Shares Purchase Price" and, together with the Jupiter Acquired Shares Purchase Price, the "Acquired Shares Purchase Price"), in each case payable in immediately available United States funds at the Closing in the manner provided in Section 1.3(a)(ix).
