Purchase and Sale of Assets and Common Stock Sample Clauses

Purchase and Sale of Assets and Common Stock. 16 Section 2.1 Purchase and Sale of Assets 16 Section 2.2 Excluded Assets 17 Section 2.3 Assumption of Liabilities 18 Section 2.4 Excluded Liabilities 18 Section 2.5 Parent Investment 19 Section 2.6 Consideration; Taxes; Allocation 19 Section 2.7 Bulk Sales Laws 20 Section 2.8 Proration of Certain Expenses 20 Article III Closing 21 Section 3.1 Closing 21 Section 3.2 Procedure at Closing 21 Article IV Representations as to Seller 21 Section 4.1 Organization and Existence 21 Section 4.2 Noncontravention 22 Section 4.3 No Litigation 22 Section 4.4 Consents 22 Section 4.5 Subsidiaries 22 Section 4.6 Organizational Documents; Books and Records, Managers 23 Section 4.7 Financial Statements 23 Section 4.8 Changes; Undisclosed Liabilities; Absence of Material Adverse Effect 23 Section 4.9 Tax Matters 25 Section 4.10 Compliance with Law 25 Section 4.11 Contracts and Commitments 25 Section 4.12 Title to Assets 26 Section 4.13 Real Property 27 Section 4.14 Employee Matters 29 Section 4.15 Benefit Plans 29 Section 4.16 Intellectual Property 30 Section 4.17 Environmental Compliance 30 Section 4.18 Insurance 32 Section 4.19 Governmental Authorizations and Permits 32 Section 4.20 Sale of Goods 32 Section 4.21 Brokers 32 Article V Representations as to Parent 32 Section 5.1 Organization and Standing 32 Section 5.2 Authority; Authorization; Capacity 32 Section 5.3 Enforceability 33 Section 5.4 Noncontravention 33 Section 5.5 Governmental Approvals 33 Section 5.6 Ownership of Seller Membership Interests 33 Section 5.7 Investment Agreement 33 Article VI Representations of Buyer and REG 34 Section 6.1 Organization and Existence 34 Section 6.2 Authority; Authorization; Capacity 34 Section 6.3 Enforceability 34 Section 6.4 Noncontravention 34 Section 6.5 Governmental Approvals 35 Section 6.6 Capitalization 35 Section 6.7 Valid Issuance of Common Stock 36 Section 6.8 SEC Reports; Financial Statements 36 Section 6.9 Undisclosed Liabilities; Absence of Material Adverse Effect 36 Section 6.10 No Litigation 37 Section 6.11 Consents 37 Section 6.12 Organizational Documents; Books and Records 37 Section 6.13 Tax Matters 37 Section 6.14 Compliance with Law 38 Section 6.15 Compliance with Other Instruments 38 Section 6.16 Intellectual Property Rights 38 Section 6.17 Environmental Compliance 38 Section 6.18 Insurance 40 Section 6.19 Brokers 40 Section 6.20 Transactions with Affiliates and Employees 40 Section 6.21 Actions 40 Article VII Covenants 40 Section 7.1 Access to Information 40 S...
Sample 1
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Purchase and Sale of Assets and Common Stock. Buyer agrees to purchase from the Seller, and the Seller agrees to sell, transfer, convey, and deliver to the Buyer all of the Assets and the Stock at the Closing for the consideration specified below in Section 3.
Sample 1

Related to Purchase and Sale of Assets and Common Stock

  • Purchase and Sale of Assets On and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to sell, transfer, convey, and deliver to the Buyer, all of the Acquired Assets at the Closing for the consideration specified below in this Section 2.

  • Purchase and Sale of Common Stock Subject to the terms and conditions set forth herein, the Company shall issue and sell to the Investor, and the Investor shall purchase from the Company, up to that number of Shares having an aggregate Purchase Price of Ten Million dollars ($10,000,000).

  • Purchase and Sale of Common Shares (a) Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties set forth in Schedule B to this Agreement, the Purchaser hereby agrees to purchase from the Company and the Company hereby agrees to sell to the Purchaser, on the Closing Date, 104,500,000 Common Shares (the “Purchased Shares”) at a price of $48.60 per Purchased Share for an aggregate purchase price of $5,078,700,000 (the “Share Purchase Price”).

  • 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 Assets Assumption of Liabilities 8 2.1 Purchase and Sale of Assets 8 2.2 Excluded Assets 10 2.3 Assumption of Liabilities 11 2.4 Excluded Liabilities 12 2.5 Further Conveyances and Assumptions; Consent of Third Parties 12 2.6 Purchase Price Allocation 13

  • Merger and Sale of Assets If at any time there shall be a capital reorganization of the shares of the Company's stock (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), or a merger or consolidation of the Company with or into another corporation when the Company is not the surviving corporation, or the sale of all or substantially all of the Company's properties and assets to any other person (hereinafter referred to as a "Merger Event"), then, as a part of such Merger Event, lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive, upon exercise of the Warrant, the number of shares of preferred stock or other securities of the successor corporation resulting from such Merger Event, equivalent in value to that which would have been issuable if Warrantholder had exercised this Warrant immediately prior to the Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Warrant Agreement with respect to the rights and interest of the Warrantholder after the Merger Event to the end that the provisions of this Warrant Agreement (including adjustments of the Exercise Price and number of shares of Preferred Stock purchasable) shall be applicable to the greatest extent possible.

  • Purchase and Sale of Company Shares Sale of Company Shares

  • 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.

  • Merger/Sale of Assets A merger or consolidation of the Company whether or not approved by the Board of Directors of the Company, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets.

  • Purchase and Sale of Membership Interests Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser shall purchase from Seller, and Seller shall sell, assign, transfer and deliver to Purchaser, the Membership Interests free and clear of any Encumbrances.

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