Purchase and Sale of Company Shares and Company Warrants Sample Clauses

Purchase and Sale of Company Shares and Company Warrants. Continuing Stockholders; Payment of Discretionary Bonuses 2 1.1 Transfer of Company Shares and Company Warrants 2 1.2 Sale and Purchase; Aggregate Value 2 1.3 Rollover Stockholders; Continuing Stockholders; Put Right 3 1.4 Discretionary Bonuses 4 1.5 Contingent Payment 4 1.6 Working Capital Adjustment to Purchase Price. 8 1.7 Closing 9 1.8 Transfer Taxes 10 1.9 Stockholders’ Representative 10 1.10 Escrow 11 1.11 Rule 145 12 1.12 Tax Treatment; Tax Matters 12 Section 2. Representations and Warranties of the Company and the Stockholders 12 2.1 Organization and Corporate Power of the Company 13 2.2 Authorization and Non-Contravention 13 2.3 Capitalization 14 2.4 Subsidiaries; Investments 15 2.5 Financial Statements 15 2.6 Absence of Certain Developments 16 2.7 Transactions with Affiliates 17 2.8 Real Property 17 2.9 Tax Matters 18 2.10 Certain Contracts and Arrangements 20 2.11 Intellectual Property 21 2.12 Litigation 22 2.13 Labor Matters 22 2.14 Compliance with Laws 22 2.15 Employee Benefit Plans 23 2.16 Insurance Coverage 24 2.17 Investment Banking; Brokerage 24 2.18 Environmental Matters 24 2.19 Customers and Distributors 25 2.20 Suppliers 25 2.21 Bank Accounts; Credit Cards; Corporate Accounts; Powers of Attorney 25
Sample 1
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Purchase and Sale of Company Shares and Company Warrants. At the Closing, on the terms and subject to the conditions set forth in this Agreement, the Company Stockholders and Company Warrant Holders, severally and not jointly, shall sell, transfer, assign and deliver to Buyer, and Buyer shall purchase from the Company Stockholders and Company Warrant Holders, good and valid title to all of the rights and interests in and to the Company Shares and the Company Warrants, respectively, free and clear of all Liens, other than those restrictions under applicable securities Laws.
Sample 1

Related to Purchase and Sale of Company Shares and Company Warrants

  • Purchase and Sale of Company Shares Sale of Company Shares

  • Purchase and Sale of Common Shares and Warrants (a)Purchase of Common Shares and Warrants. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly, shall purchase from the Company on the Closing Date (as defined below), the number of Common Shares as is set forth opposite such Buyer's name in column (4) on the Schedule of Buyers, along with the Warrants to acquire up to that number of Warrant Shares as is set forth opposite such Buyer's name in column (5) on the Schedule of Buyers (the “Closing”).

  • Purchase and Sale of Preferred Shares and Warrants 1.1.1. On or prior to the Initial Closing, as hereinafter defined, the Company shall adopt and file the Certificate of Designation with the Secretary of State of the State of Delaware and authorize, execute and deliver the Warrant Agreement.

  • Purchase of Company Shares Acquisition Sub shall have accepted for payment and paid for all of the Company Shares validly tendered and not withdrawn pursuant to the Offer.

  • Purchase and Sale of Common Stock and Warrants (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, an aggregate of approximately 3,333,334 shares of Common Stock (the "Shares") at a price per share of $0.90 (the "Per Share Purchase Price") for an aggregate purchase price of $3,000,000 (the "Purchase Price"). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), including Regulation D ("Regulation D"), and Regulation S promulgated thereunder. and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder.

  • Purchase and Sale of Shares and Warrants Subject to the satisfaction (or waiver) of the conditions to Closing set forth in this Agreement and the Escrow Agreement, each Subscriber shall purchase the Shares and Warrants for the portion of the Purchase Price indicated on the signature page hereto, and the Company shall sell such Shares and Warrants to the Subscriber. The Purchase Price for the Shares and Warrants shall be paid in cash. The entire Purchase Price shall be allocated to the Shares.

  • Purchase and Sale of Common Shares (a) Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties set forth in Schedule B to this Agreement, the Purchaser hereby agrees to purchase from the Company and the Company hereby agrees to sell to the Purchaser, on the Closing Date, 104,500,000 Common Shares (the “Purchased Shares”) at a price of $48.60 per Purchased Share for an aggregate purchase price of $5,078,700,000 (the “Share Purchase Price”).

  • Purchase and Sale of the Shares and Warrants Subject to the terms and conditions of this Agreement, on the Closing Date, each of the Investors shall severally, and not jointly, purchase, and the Company shall sell and issue to the Investors, the Shares and Warrants in the respective amounts set forth opposite the Investors’ names on the signature pages attached hereto in exchange for the Purchase Price as specified in Section 3 below.

  • Purchase and Sale of the Purchased Shares On and subject to the terms and conditions set forth in this agreement, at Closing Seller shall sell to Purchaser, and Purchaser shall purchase from Seller, the Purchased Shares, free and clear of all Liens.

  • Purchase and Sale of Purchased Shares At the Closing and on the terms and subject to the conditions set forth in this Agreement, Sellers shall sell and deliver to Purchaser, and Purchaser shall purchase from Sellers and pay therefor, the Purchased Shares, free and clear of any and all Encumbrances and in suitable form for transfer to Purchaser.

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