Purchase and Sale of Company Securities. Upon the terms and subject to the conditions of this Agreement, the Stockholders will sell, assign, convey, and transfer to the Purchaser, and the Purchaser will purchase from the Stockholders, on the Closing Date, all of the Company Securities, free and clear of all Liens.
Purchase and Sale of Company Securities. (a) On and subject to the terms and conditions of this Agreement, prior to the Secondary Closing, Purchaser shall purchase from each Seller who holds Preferred Stock, and each such Seller shall sell to Purchaser, that number of shares of Preferred Stock set forth on the schedule attached to such Seller’s signature page hereto and for the consideration as determined in accordance with Schedule I (the “Preliminary Closing”).
Purchase and Sale of Company Securities. In consideration of and in reliance upon the representations, warranties and covenants contained herein and subject to the terms and conditions of this Agreement, at the Closing, each Stockholder shall sell, and Buyer shall purchase, the Company Securities listed opposite such Stockholder's name on Exhibit A attached hereto for the purchase price set forth in Section 2.2.
Purchase and Sale of Company Securities. 1.1 Basic Transaction 2 1.2 Purchase Price 3
Purchase and Sale of Company Securities. Subject to the terms and conditions contained herein, and in reliance upon the representations, warranties and agreements contained herein, the Company shall issue and sell to the Investors, and the Investors shall purchase, the Securities on the Closing Date (as defined in Section 9.1). The aggregate purchase price being paid by the Investors shall be $5,796,111 ("Purchase Price"), which shall be allocated by the parties hereto $5,767,130 to the Notes and $28,981 to the Warrants (and divided among the Investors in proportion to the face amounts of their Notes). The Company and the Investors shall use such allocation of the Purchase Price for all federal, state and local tax purposes. Each of the Investors other than the December Investors shall deliver to the Company at the Closing immediately available funds equal in amount to the original face amount of the Note set forth opposite their respective names on Exhibit A. Kiphart shall deliver to the Company at the Closing (i) $2,250,000 xx xxxxxxately available funds and (ii) his December Note for cancellation. At the Closing, Nefilim shall deliver to the Company the December Note assigned to it by Sandy Tennant for cancellation.
Purchase and Sale of Company Securities. 13 2.1 Purchase and Sale of Company Securities 13 2.2 Excluded Assets 13 2.3 Retained Liabilities 14 2.4 Purchase Price 14 2.5 Reimbursements 15 ARTICLE 3 CLOSING TRANSACTIONS 15 3.1 Closing 15 3.2 Closing Deliveries of the Seller 16 3.3 Closing Deliveries of Purchaser 17 3.4 Closing Deliveries of the Company Group 18 ARTICLE 4 19 4.1 Regulatory Approval 19 4.2 Bond Replacement/Purchase 20 4.3 Interim Operations by Purchaser 20 4.4 Interim Period Management of the Company Group 23 4.5 Indemnity 24 4.6 Seller’s Right to Cure Violations 25 4.7 Negative Pledge 26 4.8 Seller Lien 26 4.9 Purchaser Default 26 4.10 Exercise of Seller Lien 28 4.11 Cumulative Remedies 29 4.12 Termination of Seller Lien Documents 29 ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF THE SELLER 30 5.1 Organization and Power 30 5.2 Authorization 30 5.3 Capitalization; Subsidiaries 31 5.4 Absence of Conflicts 31 5.5 Government Authorization 32 5.6 Financial Statements 32 5.7 No Undisclosed Liabilities 32 5.8 Real Property 32 5.9 Contracts 33
Purchase and Sale of Company Securities. Upon the terms and subject to the conditions set forth herein and on the basis of the representations, warranties, covenants and agreements contained herein, at the Closing, the Seller shall sell to Purchaser, and Purchaser shall purchase from the Seller, the Company Securities, free and clear of all Liens (other than any restrictions under the 1933 Act and state securities laws, Liens created by or resulting from actions of Purchaser or Liens arising out of this Agreement, the Ancillary Agreements, or the Loan Documents).
Purchase and Sale of Company Securities. In reliance upon the representations and warranties contained herein, and subject to the terms and conditions hereof, at the Closing (as hereinafter defined) the Seller agrees to sell and transfer to the Purchaser and Holdings, and the Purchaser and Holdings agree to purchase and acquire from the Seller, the Company Securities (as hereinafter defined). At the Closing, the Seller will deliver the Company Securities to the Purchaser and Holdings free and clear of all liens, claims, encumbrances, security interests and restrictions of any kind (“Liens”), other than restrictions on transfers under applicable securities laws.
Purchase and Sale of Company Securities. (a) Upon the terms and subject to the conditions of this Agreement, at the Closing, each Seller shall sell, transfer and deliver to Buyer, and Buyer shall purchase from each Seller, (i) all Company Ordinary Shares and (ii) all Company Preferred Shares (together with the Company Ordinary Shares, the “CompanySecurities”) owned by such Seller. The Company Securities owned by each Seller are set forth opposite such Seller’s name in Section 4.4 of the Disclosure Schedule. Notwithstanding anything to the contrary herein, except for the Sellers’ obligations pursuant to Section 12.2 during the Escrow Period, which, for avoidance of doubt shall be joint and several (and shall be subject to all limitations in Section 12, including without limitation the limitations in Section 12.6), each Seller’s obligation to perform his, her or its respective obligations, and each Seller’s liability for his, her or its representations and warranties, under this Agreement shall be several and not joint.
Purchase and Sale of Company Securities. Subject to the terms and conditions contained herein, and in reliance upon the representations, warranties and agreements contained herein, the Company shall issue and sell to the Investors, and the Investors shall purchase, the Securities on the Closing Date (as defined in SECTION 9). The purchase price being paid by the Investors shall be $7,000 per unit of (i) one Preferred Share, (ii) A-1 Warrant(s) to purchase 2,500 Common Shares and (iii) A-2 Warrant(s) to purchase 2,500 Common Shares, or an aggregate of up to $15,000,000 ("PURCHASE PRICE"). Simultaneously with the execution of this Agreement, the Company and the Escrow Agent shall execute the Escrow Agreement, and each of the Investors shall deliver to the Escrow Agent (i) immediately available funds equal to the "cash consideration" amount set forth opposite their respective names on EXHIBIT A and (ii) if applicable, their original Promissory Notes for cancellation as described on EXHIBIT B. Prior to the Closing, the Company shall deliver to the Escrow Agent (i) certificates representing the Preferred Shares and Warrants purchased by the Investors hereunder, as set forth on EXHIBIT A and (ii) fully executed Retained Notes as described on EXHIBIT B. On the Closing Date, and upon satisfaction of all Closing conditions set forth in this Agreement, the Escrow Agent shall release (i) to the Company the cash and original Promissory Notes tendered as consideration for the Preferred Shares and Warrants, and (ii) to the Investors the certificates representing the Preferred Shares, the Warrants and the Retained Notes.
