Purchase and Sale of Holding Companies Sample Clauses

Purchase and Sale of Holding Companies. Upon the terms and subject to the conditions set forth herein, at the Closing : (i) KLPH shall irrevocably purchase from PCE, and PCE shall irrevocably sell, convey, transfer, assign and deliver to KLPH, the Equity Rights held by PCE (representing at the date hereof and on the Closing Date 96.6% of the entire Equity Rights) in and to all of the Holding Companies (excluding D2 Rt.) as indicated in the Rights Acquisition Schedule, free and clear of all Liens except for Financing Bank Securities; and (ii) LP7 shall irrevocably purchase from EUN, and EUN shall irrevocably sell, convey, transfer, assign and deliver to LP7, the Equity Rights held by EUN (representing at the date hereof and on the Closing Date 3.4% of the entire Equity Rights) in and to all of the Holding Companies (excluding D2 Rt.) as indicated in the Rights Acquisition Schedule, free and clear of all Liens except for Financing Bank Securities; and (iii) KLPH shall irrevocably purchase from PCE, and PCE shall irrevocably sell, convey, transfer, assign and deliver to KLPH, the Equity Rights held by PCE in D2 Rt. (representing at the date hereof and on the Closing Date 99.5% of the entire Equity Rights of D2 Rt.), free and clear of all Liens except for Financing Bank Securities; and (iv) LP7 shall irrevocably purchase from EUN, and EUN shall irrevocably sell, convey, transfer, assign and deliver to LP7, the Equity Rights held by EUN in D2 Rt. (representing at the date hereof and on the Closing Date 0.5% of the entire Equity Rights of D2 Rt.), free and clear of all Liens except for Financing Bank Securities.
Sample 1
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Related to Purchase and Sale of Holding Companies

  • Purchase and Sale of Company Shares Sale of Company Shares

  • Purchase and Sale Agreement The Participating Investors and the selling Key Holder agree that the terms and conditions of any Proposed Key Holder Transfer in accordance with this Section 2.2 will be memorialized in, and governed by, a written purchase and sale agreement with the Prospective Transferee (the “Purchase and Sale Agreement”) with customary terms and provisions for such a transaction, and the Participating Investors and the selling Key Holder further covenant and agree to enter into such Purchase and Sale Agreement as a condition precedent to any sale or other transfer in accordance with this Section 2.2.

  • Purchase and Sale of Acquired Assets At the Closing and subject to the terms and conditions of this Agreement, Seller shall sell, transfer, assign, convey and deliver to Buyer, free and clear of all Encumbrances, other than Permitted Encumbrances, and Buyer shall purchase, acquire, take assignment and delivery from Seller, of all of the right, title and interest of Seller in and to the Acquired Assets, as specified below.

  • Purchase and Sale of the Sponsor Warrants (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 7,000,000 Sponsor Warrants at a price of $1.00 per warrant for an aggregate purchase price of $7,000,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one day prior to the Initial Closing Date in accordance with the Company’s wiring instructions. On the Initial Closing Date, following the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

  • Purchase and Sale of the Notes (a) The Issuer agrees to issue and sell the Notes to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Issuer the respective principal amount of Notes set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to [ ]% of the principal amount of the Notes, plus accrued interest, if any, from [ ], [ ], to the Closing Date (as defined below).

  • Purchase and Sale Agreements All purchase and sale agreements now or hereafter entered into of the Real Estate, or any portion thereof, or any condominium units into which the Real Estate may be converted including, without limitation, cash, letters of credit or securities deposited thereunder to secure performance by the purchasers of their obligations thereunder (hereinafter, the “Purchase and Sale Agreements”); and

  • Purchase and Sale of Notes Subject to the terms and conditions of this Agreement, the Company will issue and sell to each Purchaser and each Purchaser will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount specified opposite such Purchaser’s name in Schedule A at the purchase price of 100% of the principal amount thereof. The Purchasers’ obligations hereunder are several and not joint obligations and no Purchaser shall have any liability to any Person for the performance or non-performance of any obligation by any other Purchaser hereunder.

  • Purchase and Sale of the Shares Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell to the Purchaser, and the Purchaser shall purchase from the Seller, the Shares.

  • Purchase and Sale of the Note Subject to the terms and conditions of this Agreement, and in reliance upon the representations and warranties set forth in this Agreement, you agree to purchase from the Company, and the Company agrees to issue and sell to you, a Note, in the aggregate principal amount of not less than $100,000, you have designated on the signature page of this Agreement, upon delivery by you, at or prior to the Closing Date, of the purchase price specified in Section 3. The Company will initially issue to you one Note registered in your name and payable to you in the aggregate principal amount of the Note being purchased by you.

  • Purchase and Sale of Note Subject to the terms and conditions of this Agreement, the Seller hereby agrees to issue to the Purchaser and the Purchaser hereby agrees to acquire from the Seller a certain Convertible Promissory Note (“Note”) in the aggregate principal amount of Fifty Thousand Dollars ($50,000), a copy of which is attached hereto as Exhibit “A”.

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