PURCHASE AND SALE OF COMPANY. SHARES 1 1.1 Company Shares to Be Sold and Purchased at the Closing 1 1.2 Purchase Price 1 1.3 Closing 2 1.4 Closing Date 2 1.5 Purchase Price Adjustments 2 ARTICLE II REPRESENTATIONS AND WARRANTIES OF SELLER 4 2.1 Incorporation and Authority 5 2.2 Capitalization and Subsidiaries 5 2.3 No Conflict 6 2.4 Consents and Approvals 6 2.5 Financial Statements 6 2.6 Litigation 7 2.7 Employee Benefits 7 2.8 Taxes 8 2.9 Absence of Certain Changes or Events 9 2.10 Title to Assets and Records 9 2.11 Real Property 10 2.12 Intellectual Property 10 2.13 Contracts 11 2.14 Compliance With Laws; Permits 12 2.15 Insurance 12 2.16 Environmental Matters 12 2.17 Financial Advisors 13 2.18 Insolvency 13 2.19 Anticorruption Laws 13 ARTICLE III REPRESENTATIONS AND WARRANTIES OF PURCHASER 14 3.1 Incorporation and Authority of Purchaser 14 3.2 No Conflict 15 3.3 Consents and Approvals 15 3.4 Litigation 15 3.5 Financial Advisors 16 3.6 Financing 16 3.7 Guarantee 17 3.8 Operations and Ownership of Purchaser 17 3.9 Solvency 17 3.10 Diligence Activities; No Knowledge of Misrepresentations or Omissions 18 ARTICLE IV CERTAIN COVENANTS 19 4.1 Conduct of Business Prior to the Closing 19 4.2 Cooperation 21 4.3 Access to Information; Other Contacts 24 4.4 Books and Records; Access; Assistance 24 4.5 Confidentiality 25 4.6 Employees 26 4.7 Reorganization 29 4.8 Replacement Letters of Credit; Guaranties 29 4.9 Intercompany Arrangements 30 4.10 Insurance 30 4.11 Financing 32 4.12 Further Assurances 34 4.13 Capital Gains Tax Exemption Application 34 4.14 Seller Guarantee 35 4.15 Additional Covenants 36 ARTICLE V TAX MATTERS 36 5.1 Tax Indemnification 36 5.2 Procedures Relating to Tax Indemnification 37 5.3 Tax Returns 39 5.4 Transaction Taxes 42 5.5 Records Retention 42 5.6 Exclusivity 43 5.7 Tax Sharing Agreements 43 5.8 Characterization of Indemnification Payments 43 5.9 Closing of Tax Years; Straddle Period 43 ARTICLE VI CONDITIONS TO THE CLOSING 44 6.1 Conditions to Obligations of Seller 44 6.2 Conditions to Obligations of Purchaser 45 6.3 Frustration of Closing Conditions 45 ARTICLE VII DELIVERIES 46 7.1 Deliveries by Seller 46 7.2 Deliveries by Purchaser 46 ARTICLE VIII CERTAIN RESTRICTIONS 46 8.1 Non-Competition 46 8.2 Non-Solicitation 50 8.3 Specific Performance 51 8.4 Severability 51 ARTICLE IX INDEMNIFICATION 51 9.1 Indemnification by Purchaser 51 9.2 Indemnification by Seller 52 9.3 Limitations on Indemnification 52 9.4 Computation of Indemnity Payments 55 9.5 Procedures for Indemnific...
PURCHASE AND SALE OF COMPANY. Common Stock. Upon the terms and subject to the conditions of the Agreement, on the Closing Date, Stockholder shall sell, transfer, assign, and deliver to the Buyer, and the Buyer shall purchase, accept, assume, and receive, all of Stockholder's title and interest in and to the Company Common Stock, free and clear of any Encumbrances, restrictive agreements, or adverse claims of any nature whatsoever.
PURCHASE AND SALE OF COMPANY. SHARES 13 Section 2.1 Basic Transaction 13 Section 2.2 The Closing 13 Section 2.3 Purchase Price 13 Section 2.4 Deliveries at the Closing 14 Section 2.5 Preparation of Closing Date Balance Sheet 14 Section 2.6 Adjustment to Purchase Price. 15
PURCHASE AND SALE OF COMPANY. SHARES 1 Section 1.01 Purchase and Sale of Company Shares 1
PURCHASE AND SALE OF COMPANY. SECURITIES 1 1.1 Basic Transaction 1 1.2 Purchase Price; Escrow 1
PURCHASE AND SALE OF COMPANY. Shares 2 1.3 Withholding Taxes 13
PURCHASE AND SALE OF COMPANY. Common Stock. Upon the terms and subject to the conditions of this Agreement, the Selling Shareholder agrees to sell to Purchaser, and Purchaser agrees to purchase from the Selling Shareholder, on the Closing Date (as defined below), one hundred (100) shares of Company Common Stock, for the Purchase Price, which shares constitute all of the issued and outstanding shares of Company Common Stock (all such shares being referred to herein as the "Purchased Shares").
