Purchase and Sale of Capital Stock. In exchange for the consideration specified herein, including, without limitation, the payment of the Purchase Price herein, and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase, acquire and assume from the Seller, and the Seller agree to sell, assign, transfer, convey and deliver to the Buyer, all right, title and interest in and to the Capital Stock.
Purchase and Sale of Capital Stock. The Closing.
(i) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchaser and the Purchaser shall purchase 831,290 shares of Common Stock of the Company, representing 22% of the issued and outstanding Common Stock of the Company at the Closing (as defined below), taking into account vested stock options of the Company (the "Shares"), subject to adjustment as set forth in Section 3.2 of this Agreement for an aggregate purchase price of $10,000,000. The closing of the purchase and sale of the Shares (the "Closing") shall take place at the offices of the Purchaser immediately following the execution hereof, which Closing is anticipated to be September 3, 1998 or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "Closing Date."
(ii) At the Closing, the parties shall deliver or shall cause to be delivered such items as are required to be delivered by them in accordance with the terms of this Agreement, including the following: (A) The Company shall deliver (1) stock certificates representing the Shares, registered in the name of the Purchaser, (2) the legal opinion of Hale & Xchexxxxx, xxunsel to the Company, substantially in the form of Exhibit A attached hereto, and (3) all other documents, instruments and writings required to have been delivered at or prior to the Closing Date by the Company pursuant to this Agreement; and (B) the Purchaser shall deliver (1) $10,000,000 in United Sates dollars in immediately available funds by wire transfer to an account designated prior to the Closing Date in writing by the Company for such purpose and (2) all documents, instruments and writings required to have been delivered at or prior to the Closing Date by the Purchaser pursuant to this Agreement.
Purchase and Sale of Capital Stock. Parent hereby purchases from SPV, and SPV hereby issues and sells to Parent, 1,000 shares of common stock, par value $0.01 per share, of SPV (the "Common Stock") for the Stock Purchase Price set forth in Section 2(a). The shares of Common Stock being purchased under this Agreement are referred to herein as the "Shares." Within three (3) Business Days from the date hereof, SPV shall deliver to Parent a certificate registered in Parent's name representing the Shares.
Purchase and Sale of Capital Stock. (a) Subject to the terms and conditions of this Agreement, the Seller agrees to sell, transfer and deliver to the Purchaser, and the Purchaser agrees to purchase, acquire and accept delivery from the Seller, all of the issued and outstanding capital stock of CP&I (the "CP&I Shares").
(b) Upon the sale, transfer and delivery to the Purchaser by the Seller of the CP&I Shares at the Closing (as such term is defined in Section 9.1 hereof), and in consideration therefor, AmeriPath shall deliver to the Seller the following consideration in the aggregate (the "Purchase Price"):
(i) SIX MILLION FIVE HUNDRED THOUSAND DOLLARS ($6,500,000.00), by wire transfer to such bank account as the Seller may designate in a written notice delivered to the Purchaser no later than five business days prior to the Closing Date (as defined in Section 9.1);
(ii) Certificates evidencing 96,000 shares of Common Stock, par value $.01 per share, of AmeriPath Inc., a Delaware corporation (the "AmeriPath Stock");
(iii) 7% Non-Negotiable Subordinated Contingent Promissory Note, in the form attached hereto as Exhibit 1.2 (the "Contingent Note"), in the aggregate maximum principal amount of ONE MILLION FIVE HUNDRED THOUSAND DOLLARS ($1,500,000.00), the issuance and certain terms and conditions of which Contingent Note are set forth in Section 1.2 below; and
(iv) Up to 100,000 shares of AmeriPath Stock, issuable over three years subject to the satisfaction of certain contingencies, subject to and in accordance with Section 1.3
Purchase and Sale of Capital Stock. Subject to the terms and conditions of this Agreement, Seller agrees to sell, transfer and deliver to the Purchaser, and the Purchaser agrees to purchase, acquire and accept delivery from Seller, all of the issued and outstanding shares of common stock, no par value per share (the "COMPANY SHARES"), of the Company owned or held by Seller.
Purchase and Sale of Capital Stock. Subject to the terms and conditions of this Agreement, the Sellers agree to sell, transfer and deliver to the Purchaser, and the Purchaser agrees to purchase, acquire and accept delivery from the Sellers, all of the issued and outstanding shares of common stock, no par value per share (the "COMPANY SHARES"), of the Company owned or held by the Sellers, which number of Company Shares to be sold and purchased hereunder is set forth opposite each such Seller's name on SCHEDULE 1.1 attached hereto. Contemporaneously with the sale, transfer and delivery to the Purchaser by the Sellers of the Company Shares at the Closing (as such term is defined in SECTION 9.1 hereof), and in consideration therefor, TSI shall deliver to the Sellers certificates evidencing, in the aggregate (to be distributed to the Sellers as set forth on SCHEDULE 1.1 attached hereto), 324,022 shares of Common Stock, par value $.01 per share, of TSI.
Purchase and Sale of Capital Stock. Upon the terms ---------------------------------- and subject to the conditions herein, at the Closing (as defined in Section 1.2 hereof), the Seller shall sell and deliver to the Purchaser, and the Purchaser shall have the right to purchase from the Seller, the Purchased Shares for a purchase price (the "Purchase Price") equal to (a) US$ 200,000 and (b) 210,000 shares of AEC Common Stock, $.10 par value (the "AEC Shares").
Purchase and Sale of Capital Stock. Subject to the terms and conditions of this Agreement, the Sellers agree to sell, transfer and deliver to the Purchaser, and the Purchaser agrees to purchase, acquire and accept delivery from the Sellers, all of the issued and outstanding shares of common stock, par value $1.00 per share (the "Company Shares"), of the Company owned or held by the Sellers, which number of Company Shares to be sold and purchased hereunder is set forth opposite each such Seller's name on Schedule 1.1 attached hereto. Contemporaneously with the sale, transfer and delivery to the Purchaser by the Sellers of the Company Shares at the Closing (as such term is defined in Section 9.1 hereof), and in consideration therefor, TSI shall deliver to the Sellers certificates evidencing, in the aggregate (to be distributed to the Sellers as set forth on Schedule 1.1 attached hereto), 324,022 shares of Common Stock, par value $.01 per share, of TSI.
Purchase and Sale of Capital Stock. Pursuant to the terms of a Purchase Agreement dated as of June 30, 1995 (the "Stock Purchase Agreement") among the Company, BOCP II and Primus, the Purchasers have agreed to purchase an aggregate of (i) 18,125 shares of the Class A Preferred Stock, par value $1.00 per share of the Company (the "Class A Preferred"), (ii) 60,410 shares of the Class A Common Stock, par value $.01 per share of the Company (the "Class A Common"), and (iii) 8,340 shares of the Class B Common Stock, par value $.0l per share of the Company (the "Class B Common") for a total cash consideration of $2,500,000 at a closing which shall take place on the date of the Tier I Closing (the "Tier I Closing Date"). The Class A Preferred, Class A Common and Class B Common purchased pursuant to the terms of the Stock Purchase Agreement are sometimes hereinafter collectively referred to as the "Purchased Capital Stock."
Purchase and Sale of Capital Stock. On and subject to all of the terms and conditions of this Agreement, CCA agrees to sell, transfer, convey and deliver to API 2, and ANTS agrees to cause API 2 to purchase and acquire from CCA, all of the rights, title and interest of CCA in and to the Shares, free and clear of all Liens, on the Closing Date. The certificate representing the Shares (the "CERTIFICATE") shall be in genuine and unaltered form, duly endorsed in blank by CCA, or accompanied by a stock power duly executed by CCA endorsed in blank and delivered to API 2 at Closing, pursuant to the additional terms and conditions set forth herein.
