Purchase and Sale of Class B Stock. On the terms and subject to the conditions set forth in this Agreement, the Seller agrees to sell and deliver the Class B Stock to the Purchaser, free and clear of any mortgage, pledge, lien, security interest or other encumbrance (each, a "Lien") or Restriction ---- created by or binding upon the Seller or the Class B Stock, and the Purchaser agrees to purchase and acquire the Class B Stock from the Seller. For purposes of this Agreement, "Restriction" means, when used with respect to any specified security, any stockholders or other trust agreement, option, warrant, escrow, proxy, buy-sell agreement, power of attorney or other contract, agreement or arrangement which (i) grants to any Person the right to sell or otherwise dispose of, such specified security or any interest therein, or (ii) restricts the transfer of, or the exercise of any rights or the enjoyment of any benefits arising by reason of the ownership of such specified security. For purposes of this Agreement, "Person" means any individual, corporation, general or limited partnership, limited liability company, trust, joint venture, association or unincorporated entity of any kind.

Purchase and Sale of Class B Stock. (a) Subject to the terms and conditions of this Agreement, each Class B Person agrees to sell, transfer and deliver to the Purchaser, and the Purchaser agrees to purchase, acquire and accept delivery from each Class B Person, all of the issued and outstanding shares of Class B Stock owned or held by such Class B Person at and as of the Closing, which number of shares of Class B Stock expected to be sold and purchased hereunder is set forth opposite such Class B Person's name on Schedule 1.2 attached hereto (the shares of Class B Stock which are issued and outstanding at or immediately prior to the Closing are referred to herein as the "DAP Class B Shares", and such DAP Class B Shares and the DAP Class A Shares are collectively referred to as the "DAP Shares"). (b) Upon the sale, transfer and delivery to the Purchaser by the Class B Persons of the DAP Class B Shares at the Closing, and in consideration therefor, AmeriPath shall deliver to each of the Class B Persons delivering DAP Class B Shares to AmeriPath at the Closing the following consideration in the aggregate (which aggregate consideration shall be divided among the Class B Shareholders, pro rata in proportion to their ownership of the DAP Class B Shares, in the amounts and as indicated on Schedule 1.2 attached hereto): (i) SEVEN HUNDRED SEVENTY FIVE THOUSAND DOLLARS ($775,000.00) by certified or cashier's check or by wire transfer; (ii) Certificates evidencing 29,994 shares of AmeriPath Stock; and (iii) Six (6) 7% Non-Negotiable Contingent Subordinated Promissory Notes, due on December 31, 2000, each in the form attached hereto as Exhibit 1.2 (the "Class B Contingent Notes" and, together with the Class A Contingent Notes, in general description, the "Contingent Notes"), which six Class B Contingent Notes shall together be in the aggregate maximum principal amount of $400,000.00, the issuance and certain terms and conditions of which Contingent Notes are described in Section 1.3 below.

Purchase and Sale of Class B Stock. NationsBank agrees to purchase ---------------------------------- from the Company, and the Company agrees to issue and sell to NationsBank, Ninety Thousand (90,000) shares of Class B Stock of the Company. In consideration of the issuance and sale of such shares to it, NationsBank shall, at the Closing and against delivery by the Company to NationsBank of a certificate for the shares of Class B Stock purchased by it hereunder, deliver to the Company by wire transfer to an account designated by the Company the sum of Nine Million Dollars ($9,000,000).

Purchase and Sale of Class B Stock

Related to Purchase and Sale of Class B Stock

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 Shares 2.1.1. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, transfer and deliver to Buyer, free and clear of all Liens (other than Liens under the Securities Act and any other applicable state or foreign securities Laws), and Buyer shall purchase from Seller, all right, title and interest in and to the Shares.
Purchase and Sale of Preferred Shares (a) Subject to the terms and the conditions set forth herein, and in reliance upon the representations and warranties of the Company and the First Closing Investors set forth herein or in any certificate or other document delivered pursuant hereto, the Company issued, sold and delivered to each First Closing Investor, free and clear of all Liens (except as set forth in the Registration Rights Agreement and the Shareholders Agreement), and each First Closing Investor purchased at the First Closing, the number of Series A Preferred Shares set opposite such First Closing Investor’s name in the column labeled “Series A Preferred Shares purchased at the First Closing” on Appendix I-A from the Company at a purchase price of $3.7999696 per share. (b) Subject to the terms and the conditions set forth herein, and in reliance upon the representations and warranties of the Company and the Second Closing Investors set forth herein or in any certificate or other document delivered pursuant hereto, the Company shall issue, sell and deliver to each Second Closing Investor, free and clear of all Liens (except as set forth in the Registration Rights Agreement and the Shareholders Agreement), and each Second Closing Investor shall purchase at the Second Closing, the number of Series B Units set opposite such Second Closing Investor’s name in the column labeled “Series B Units to be purchased at the Second Closing” on Appendix I-B from the Company at a purchase price of $3.00 per Series B Unit, subject to the limitation set forth in Section 2.5 with respect to the Debenture Holder Investors. The Series B Preferred Shares shall accrue dividends from the date of issuance.
Purchase and Sale of Membership Interests Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Sellers shall sell to Purchaser, and Purchaser shall purchase and accept from Sellers, the Membership Interests, free and clear of all Liens (other than restrictions arising under applicable securities Laws or Gaming Laws).
Purchase and Sale of the Units At the Closing, upon the terms and subject to the conditions set forth in this Agreement, the Seller shall sell, assign, transfer, deliver and convey to the Buyer, free and clear of any Liens, and the Buyer shall purchase, accept and acquire from the Seller, the Units.
Purchase and Sale of Common Shares Upon the following terms and subject to the conditions contained herein, the Company shall, on the date hereof, issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of ten million two hundred thousand shares of Common Stock (the "Common Shares"). As consideration, the Purchaser shall assume financial and operational responsibility of the Company and perform certain terms and conditions as detailed in an agreement between the Purchaser and the Company dated March 11, 2005.
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 Preferred Stock 1.1 Sale and Issuance of Series A Preferred Stock. --------------------------------------------- (a) The Company shall adopt and file with the Secretary of State of the State of Delaware on or before the Closing (as defined below) the Amended and Restated Certificate of Incorporation in the form attached hereto as Exhibit ------- B (the "Restated Certificate"). - -------------------- (b) Subject to the terms and conditions of this Agreement, each Purchaser agrees to purchase at the Closing and the Company agrees to sell and issue to each Purchaser at the Closing that number of shares of Series A Preferred Stock set forth opposite each such Purchaser's name on Exhibit A --------- attached hereto at a purchase price of $0.609 per share. The shares of Series A Preferred Stock issued to the Purchaser pursuant to this Agreement shall be hereinafter referred to as the "Stock." -----
Purchase and Sale of the 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 Shares.
Purchase and Sale of Interests Upon the terms and subject to the conditions set forth in this Agreement, Seller shall sell, assign, transfer and convey to Buyer, and Buyer shall purchase and acquire from Seller, at the Closing, the Interests. Seller shall transfer the Interests to Buyer by delivery of the Assignment Document at Closing.

Purchase and Sale of Class B Stock Sample Clauses

Filter & Search

Related Clauses

Parent Clauses

Sub-Clauses

Related to Purchase and Sale of Class B Stock