Purchase and Sale of Equity. 1.1 Grant of Rights Party B hereby irrevocably grants Party A, to the extent permitted by the laws of the People’s Republic of China (the “PRC”), an irrevocable and exclusive option to purchase all or part of equity of Party C held by Party B by itself or one or several persons it designates (“Designee”) from Party B at any time, once or more times, per the exercise steps at Party A’s sole discretion and at the price set forth in Article 1.3 hereof (“Equity Call Option”). No third person other than Party A and the Designee may enjoy the Equity Call Option or other rights related to the equity held by Party B. Party C hereby agrees that Party B grants the Equity Call Option to Party A. For the purpose of this clause and this Agreement, a “Person” refers to any individual, corporation, joint venture, partnership, enterprise, trust or unincorporated organization.
Purchase and Sale of Equity. 1.1 Grant of rights Party B hereby irrevocably grants to Party A an irrevocable exclusive right (the Equity Purchase Right) to purchase from Party B or designate a person or any persons (the Designated Person(s)) to purchase from Party B all or any part of the equity held by Party B (whether there will be any change to Party B’s capital contribution or shareholding percentage in the future) for one or more times at any time, at the price as agreed in Clause 1.3 hereof, by taking the exercise steps as determined at the discretion of Party A, to the extent permitted by the laws of China. Except Party A and the Designated Person(s), no third person may be entitled to the Equity Purchase Right or any rights in relation to Party B’s equity. Party C hereby agrees that Party A will grant the Equity Purchase Right to Party B. Persons as provided for in this Clause and the Contract shall refer to individuals, companies, joint ventures, partnerships, enterprises, trusts or non-company organizations.
Purchase and Sale of Equity. At the Closing, subject to the terms and conditions set forth in this Agreement, Seller shall sell, convey, transfer, assign and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all of Seller’s right, title and interest in and to all of the Membership Interests of the Company, free and clear of all Liens (other than any Liens permitted by Buyer and any restrictions on transfer under federal and state securities Laws).
Purchase and Sale of Equity. Section 2.1 Purchase and Sale of Equity 16 Section 2.2 Closing 17 Section 2.3 Closing Consideration Adjustment 19
Purchase and Sale of Equity. (a) Acquirors and Seller hereby agree that, upon the terms and subject to the satisfaction or waiver, if permissible, of the conditions hereof, at the Closing, Buyer shall purchase from Transferors, and, as applicable, Seller shall, and shall cause RCI Europe to, sell, transfer, assign and deliver to Buyer (in the case of the Shares with full title guarantee), all of the Equity held by Transferors, free and clear of Encumbrances and with all rights attached thereto.
(b) At the Closing, in consideration for the purchase of the Equity pursuant to Section 2.1(a) and the covenants of Seller contained in Section 4.16, Buyer shall pay to Seller by wire transfer through a bank reasonably acceptable to Seller to an account identified by Seller to Buyer not later than two (2) Business Days prior to the Closing Date, (i) in cash $1,750,000,000 (the “Initial Cash Price”), as adjusted pursuant to Section 2.3(c) and (d) and 2.1(c) and (d), and (ii) (A) the Parent Preferred Stock, as adjusted pursuant to Section 2.1(c) and (B) the Parent Warrants (the Parent Preferred Stock, the Parent Warrants and the Initial Cash Price, being referred to herein as the “Closing Consideration”).
(c) In the event that the ratio of (i) funded equity by Apollo and management under the Equity Financing Commitment to (ii) liquidation preference of Parent Preferred Stock (the “Equity Ratio”) is less than 2.16, then the amount of Parent Preferred Stock to be delivered by Buyer pursuant to Section 2.1(b)(ii) shall be decreased and the amount of Cash to be delivered pursuant to Section 2.1(b)(i) shall be increased so that, upon payment of the Closing Consideration at Closing, the Equity Ratio shall be not less than 2.16.
(d) Beginning on the later of (x) September 30, 2005 and (y) the thirty-first day following the delivery by Seller to Buyer of (i) the Restated Financial Statements and (ii) the unaudited combined balance sheets of the Companies and their Subsidiaries and the related unaudited combined statements of operations and cash flows and changes in combined equity for the four full quarters (not including the quarter ended December 31,2004) preceding the quarter in which the items referenced in this Section 2.1(d)(i) and (ii) are delivered (the “SAS 100 Quarters”) as to which procedures consistent with SAS 100 shall have been completed, interest shall accrue on the Initial Cash Price at a rate equal to five percent (5%) per annum compounded quarterly. Buyer shall pay the aggregate amount...
Purchase and Sale of Equity. Subject to the terms and conditions set forth in this Agreement, each Equityholder agrees to sell to Xxxx.xxx, and Xxxx.xxx agrees to purchase from each Equityholder, at the Closing, all of the Equity set forth next to such Equityholder’s name on Exhibit A, which, together, constitute 100-percent of the outstanding ownership interests in the Company, free and clear of any Liens, in exchange for the payment of the portion of the Purchase Price set forth next to the Equityholder’s name on Exhibit A.
Purchase and Sale of Equity. 1.1 Granting rights
Purchase and Sale of Equity. Each of Buyer and Seller hereby agrees that, upon the terms and subject to the satisfaction or, if permissible, waiver of the conditions set forth in ARTICLE VI, at the Closing, Buyer shall purchase from the Equity Seller, and Seller shall cause the Equity Seller to sell, transfer, assign and deliver to Buyer or an Affiliate of Buyer, all of the Equity Seller’s right, title and interest in and to the Equity, free and clear of all Encumbrances (other than restrictions on transfer under applicable securities Laws).
Purchase and Sale of Equity. 1. 1授予權利。現有股東特此不可撤銷地授予NOCERA獨家、不可撤銷的權利，根據中華民國法允許的範圍，NOCERA有權在任何時間購買或指定任何人（“指定人”）向現有股東購買股權。根據NOCERA自行決定的步驟，並按照本協議第1.3條規定的價格（“股權購買權”），使得NOCERA可以隨時一次或多次從股東購買，或指定一人或多人(“被指定人”）從股東購買，股東所持的國內公司的全部或部分股權。NOCERA和被指定人可享有的認購權是獨家的。國內公司特此同意現有股東向NOCERA授予該認購期權。就本條款及本協議而言，“人”指任何個人，公司，合資企業，合夥企業，企業，信託或非法人組織。 Grant of Option. The Existing Shareholders hereby irrevocably grant to NOCERA an exclusive and irrevocable option whereby NOCERA shall be entitled to purchase or designate any person or persons (“Designee”） to purchase from the Existing Shareholders at any time, to the extent permitted by the Taiwan (R.O.C) laws, all or part of the equity held by the Existing Shareholders in the Domestic Company following the exercise steps determined by NOCERA at its own discretion and per the price set forth in Article 1.3 hereof (“Call Option”). No third person other than NOCERA and the Designee may enjoy the Call Option. The Domestic Company hereby agrees that the Existing Shareholders grant such Call Option to NOCERA. For the purpose of this clause and this Agreement, a “person” refers to any individual， corporation, joint venture, partnership, enterprise, trust or unincorporated organization.
1. 2行使步驟。根據中華民國法律及法規，NOCERA可向現有股東發出書面通知（“股權購買通知”），並指明以下事項行使認購期權：（a）NOCERA有關行使認購期權的決定; （b）NOCERA擬向現有股東購買的股權數額（“目標股權”）;及（c）購買日期或權益轉讓日期。 Exercise Steps. Subject to the Taiwan (R.O.C) laws and regulations, NOCERA may exercise the Call Option by issuing a written notice (“Equity Purchase Notice”) to the Existing Shareholders specifying the following matters: (a)NOCERA’s decision on exercise of the Call Option; (b) the amount of equity interest (“Target Equity”） which NOCERA proposes to purchase from the Existing Shareholders; and (c) the date of purchase/date of transfer of equity.
1. 3購買價格。除非適用法律法規要求評估，否則目標股權的購買價格（“購買價格”）應為股權轉讓時中華民國法律法規允許的最低價格。 Purchase Price. Unless applicable laws and regulations require an appraisal, the purchase price of the Target Equity (“Purchase Price”）shall be the minimum price permitted by the Taiwan (R.O.C) laws and regulations at the time of transfer of equity.
1. 4轉移目標股權。在NOCERA每次行使認權時： Transfer of the Target Equity. At each exercise of Call Option by NOCERA: （a）現有股東應責成國內公司及時召開股東大會，在該會議上應當通過現有股東向NOCERA和/或指定人轉讓股權的決議；現有股東應就NOCERA和/或指定人轉讓被購買股權取得國內公司其他股東的同意及放棄優先購買權的書面聲明； The Existing Shareholders shall cause the Domestic Company to hold the shareholders’ meeting in a timely manner. In the meeting, a resolution on the approval of the transfer of equity from the Existing Sh...
Purchase and Sale of Equity. On the terms and subject to the conditions set forth in this Agreement, at and as of the Closing Date, Buyer Parent shall, and shall cause the applicable Buyer(s) to, purchase from the applicable Seller(s), and Seller Parent shall cause the applicable Seller(s) to sell, assign, convey and transfer to the applicable Buyer(s), all of the Purchased Equity.
