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”).
(b) Each Seller acknowledges that after the Preliminary Closing and immediately prior to the Secondary Closing, with respect to each share of Common Stock and Option (or portion thereof) that is not fully vested, such share of Common Stock and Option (or portion thereof) shall be cancelled by the Company and terminated in full.
(c) Immediately following the Preliminary Closing and the cancellation of the shares of Common Stock and Options as set forth in Section 2.1(b), Purchaser shall purchase from each Seller, and each Seller shall sell to Purchaser, that number of Company Securities (other than the Preferred Stock) set forth on the schedule attached to such Seller’s signature page hereto for the consideration as determined in accordance with Schedule I (the “Secondary Closing” and together with the Preliminary Closing, the “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. 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. (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.
(b) Upon the terms and subject to the conditions of this Agreement, at the Closing, in consideration for each Seller’s delivery of his, her, or its Company Securities, Buyer shall pay to each Seller as applicable: (i) in cash, for each Company Ordinary Share, Company Preferred A Share or Company Preferred B Share, as applicable, purchased from such Seller, the amount set forth on the Closing Allocation Schedule, as calculated by the Sellers’ Representative, and (ii) in Buyer Ordinary Shares, for each Company Ordinary Share, Company Preferred A Share or Company Preferred B Share, as applicable, purchased from such Seller, the amount set forth on the Closing Allocation Schedule, as calculated by the Sellers’ Representative. The aggregate amount of cash and Buyer Ordinary Shares payable to the Sellers pursuant to this Section 2.1(b) and the portion of cash and Buyer Ordinary Shares payable to each Seller shall be as set forth on the Closing Allocation Schedule as calculated by the Sellers’ Representative. Buyer shall deliver to the Escrow Agent the Initial Escrow Fund Amount, which shall constitute, if and when received by the Sellers in accordance with Section 2.2(c)(v) and Section 12.6(f)(B) hereof and the Escrow Agreement, additional consideration for the sale of the Company Securities hereunder.
(c) [INTENTIONALLY DELETED].
(d) Upon the terms and subject to the conditions of this Agreement, on the Milestone Ia Payment Date (subject to Section 9.2 and Section 12.6(f)(B)), Buyer shal...
Purchase and Sale of Company Securities. (a) On the Closing Date the Initial Sellers shall sell to the Purchaser, and the Purchaser shall purchase from the Initial Sellers all Company Securities owned by them as shown on Exhibit A hereto (collectively, the “Initial Seller Shares”), constituting eighty-six DAL:0506861/00010:1931463v15 and twenty-two one-hundredths percent (86.22%) of the Company Securities (on a fully-diluted basis) as of the Closing Date.
(b) On the Closing Date, the Company shall use commercially reasonable efforts to cause the Joining Sellers to sell to the Purchaser, and the Purchaser shall purchase from the Joining Sellers a number of Remaining Shares, which, together with the Initial Sellers’ Shares, will constitute as of the Closing Date not less than (i) ninety-seven percent (97%) of the then-outstanding Shares (which ninety-seven percent (97%) shall include one-hundred percent (100%) of any then-outstanding Shares which are issued following the date of this Agreement (including upon the exercise of any Company Options)) and (ii) one-hundred percent (100%) of any Company Securities (other than Shares) which would not, by their terms, terminate automatically as of the Closing.
Purchase and Sale of Company Securities. 1
1.1 Basic Transaction 1 1.2 Purchase Price; Escrow 1
1.3 Closing 1
Purchase and Sale of Company Securities. 1.1 Basic Transaction 2 1.2 Purchase Price 3
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. 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.
