Purchase and Sale of Preferred Interests Sample Clauses

Purchase and Sale of Preferred Interests. 2 SECTION 5.1 TITLE TO INTERESTS 27 SECTION 5.2 AUTHORITY RELATIVE TO THIS AGREEMENT 28 SECTION 5.3 ABSENCE OF CONFLICTS 28 SECTION 5.4 GOVERNMENTAL APPROVALS 28 SECTION 5.5 LITIGATION 28 SECTION 5.6 NO BROKER 28 SECTION 6.1 ORGANIZATION 28 SECTION 6.2 AUTHORITY RELATIVE TO THIS AGREEMENT 28 SECTION 6.3 ABSENCE OF CONFLICTS 29 SECTION 6.4 NO BROKER 29 SECTION 6.5 PURCHASE FOR INVESTMENT 29 SECTION 6.6 GOVERNMENTAL APPROVALS 29 SECTION 6.7 FULL DISCLOSURE 30 SECTION 7.1 PRE-CLOSING CONDUCT OF BUSINESS OF THE COMPANY 30 SECTION 7.2 PAYMENT OF INTERCOMPANY DEBTS 30 SECTION 7.3 REVIEW OF THE COMPANY 30 SECTION 7.4 BEST EFFORTS 30 SECTION 7.5 ADVICE OF CHANGES 31 SECTION 7.6 RESTRICTIONS ON THE COMPANY AND THE SELLERS 32 SECTION 7.7 CONFIDENTIALITY 32 SECTION 7.8 COOPERATION AND EXCHANGE OF INFORMATION 33 SECTION 7.9 FURTHER ASSURANCES 33 SECTION 7.10 QUALITY CONTROLS. 35 SECTION 7.11 ACCOUNTING SOFTWARE 36 SECTION 7.12 ACCOUNTING MANAGER 36 SECTION 7.13 FINANCIAL REPORTS 36 SECTION 7.14 SAS 70 COMPLIANCE 36 SECTION 7.15 AUDITORS 36 SECTION 7.16 NOTIFICATION OF CERTAIN MATTERS; UPDATING DISCLOSURE SCHEDULES AND EXHIBITS. 36 SECTION 7.17 PARENT SERVICE AGREEMENTS 37 SECTION 7.18 PARENT CORPORATE SERVICES 37 SECTION 7.19 PARENT INFRASTRUCTURE; OTHER SERVICES. 37 SECTION 7.20 EQUITY GRANTS 38 SECTION 7.21 PAYMENT OF INCENTIVE PAYMENTS 38 SECTION 7.22 754 ELECTION 39 SECTION 7.23 TAXES 39 SECTION 8.1 REPRESENTATIONS AND COVENANTS 39 SECTION 8.2 OPERATING AGREEMENT OF THE COMPANY 40 SECTION 8.3 OPINION OF COUNSEL TO THE COMPANY 40 SECTION 8.4 LOAN FROM PARENT 40 SECTION 8.5 GOOD STANDING CERTIFICATES 40 SECTION 8.6 GOVERNMENTAL PERMITS AND APPROVALS 40 SECTION 8.7 LEGISLATION 41 SECTION 8.8 LEGAL PROCEEDINGS 41 SECTION 8.9 THIRD PARTY CONSENTS 41 SECTION 8.10 NO MATERIAL ADVERSE CHANGE 41 SECTION 8.11 INSTRUMENTS OF TRANSFER 41 SECTION 8.12 RESIGNATIONS OF DIRECTORS 42 SECTION 8.13 NON-COMPETITION/EMPLOYMENT 42 SECTION 8.14 DOCUMENTS RELATING TO THE SATISFACTION OF FVA VENTURES DEBT 42 SECTION 8.15 FIRPTA CERTIFICATES 42 SECTION 8.16 APPROVAL OF COUNSEL TO BUYER 43 SECTION 8.17 FDA/FTC RECALL 43 SECTION 8.18 QUALITY CONTROL PLAN 43 SECTION 8.19 WAIVER OF SELLERS’ RIGHT UNDER THE OPERATING AGREEMENT 43 SECTION 8.20 DISPOSITION AGREEMENT 43
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Purchase and Sale of Preferred Interests 
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Related to Purchase and Sale of Preferred Interests

  • Purchase and Sale of Preferred Shares (a) Subject to the terms and the conditions set forth herein, and in reliance upon the representations and warranties of the Company and the First Closing Investors set forth herein or in any certificate or other document delivered pursuant hereto, the Company issued, sold and delivered to each First Closing Investor, free and clear of all Liens (except as set forth in the Registration Rights Agreement and the Shareholders Agreement), and each First Closing Investor purchased at the First Closing, the number of Series A Preferred Shares set opposite such First Closing Investor’s name in the column labeled “Series A Preferred Shares purchased at the First Closing” on Appendix I-A from the Company at a purchase price of $3.7999696 per share. (b) Subject to the terms and the conditions set forth herein, and in reliance upon the representations and warranties of the Company and the Second Closing Investors set forth herein or in any certificate or other document delivered pursuant hereto, the Company shall issue, sell and deliver to each Second Closing Investor, free and clear of all Liens (except as set forth in the Registration Rights Agreement and the Shareholders Agreement), and each Second Closing Investor shall purchase at the Second Closing, the number of Series B Units set opposite such Second Closing Investor’s name in the column labeled “Series B Units to be purchased at the Second Closing” on Appendix I-B from the Company at a purchase price of $3.00 per Series B Unit, subject to the limitation set forth in Section 2.5 with respect to the Debenture Holder Investors. The Series B Preferred Shares shall accrue dividends from the date of issuance.

  • Purchase and Sale of Preferred Stock 1.1 Sale and Issuance of Series A Preferred Stock. --------------------------------------------- (a) The Company shall adopt and file with the Secretary of State of the State of Delaware on or before the Closing (as defined below) the Amended and Restated Certificate of Incorporation in the form attached hereto as Exhibit ------- B (the "Restated Certificate"). - -------------------- (b) Subject to the terms and conditions of this Agreement, each Purchaser agrees to purchase at the Closing and the Company agrees to sell and issue to each Purchaser at the Closing that number of shares of Series A Preferred Stock set forth opposite each such Purchaser's name on Exhibit A --------- attached hereto at a purchase price of $0.609 per share. The shares of Series A Preferred Stock issued to the Purchaser pursuant to this Agreement shall be hereinafter referred to as the "Stock." -----

  • Purchase and Sale of Membership Interests Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser shall purchase from Seller, and Seller shall sell, assign, transfer and deliver to Purchaser, the Membership Interests free and clear of any Encumbrances.

  • Purchase and Sale of Interests Upon the terms and subject to the conditions set forth in this Agreement, Seller shall sell, assign, transfer and convey to Buyer, and Buyer shall purchase and acquire from Seller, at the Closing, the Interests. Seller shall transfer the Interests to Buyer by delivery of the Assignment Document at Closing.

  • Purchase and Sale of Notes and Warrants (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase (in the amounts set forth in Exhibit A hereto) from the Company, secured promissory notes in the aggregate principal amount of up to Three Million Dollars ($3,000,000), in substantially the form attached hereto as Exhibit B (the “Notes”). 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/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. (b) Upon the following terms and conditions and for no additional consideration, each of the Purchasers shall be issued at the Initial Closing Date (as defined below) Warrants, in substantially the form attached hereto as Exhibit C (the “Warrants”), to purchase an aggregate of up to 2,000,000 shares of the Company’s common stock, no par value (the “Common Stock”). The Warrants shall expire seven (7) years following the Initial Closing Date and shall have an exercise price per share equal to the Warrant Price (as defined in the Warrant).

  • Purchase and Sale of Convertible Debentures 6 2.2 Purchase and Sale; Purchase Price....................................6 2.2 Execution and Delivery of Documents; the Closing.....................6 2.3 The Post-Closing.....................................................7

  • 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”). (b) The Purchaser shall purchase the Purchased Shares and pay the Share Purchase Price on the Closing Date, by wire transfer of immediately available funds to an account designated in writing by the Company. The Purchased Shares shall be issued to the Purchaser on Closing by way of: (i) (A) a book entry only position or other electronic deposit on the records of the Company’s transfer agent containing notations of the legends contemplated by this Agreement, together with delivery of an ownership statement to the Purchaser; and (B) the deposit of a certificate evidencing the Purchased Shares to The Canadian Depository for Securities Limited as depository, bearing a restricted CUSIP designation referencing the legends contemplated by this Agreement, for credit to the participant and brokerage account of the Purchaser, as directed by the Purchaser; or (ii) physical delivery of a certificate representing the Purchased Shares registered in the name of the Purchaser or in such other name as the Purchaser shall notify the Company in writing not less than one Business Day prior to the Closing.

  • Purchase and Sale of Shares Closing 2.01. Purchase and Sale of the Shares........................................................................... 10 2.02.

  • 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 the Units At the Closing, upon the terms and subject to the conditions set forth in this Agreement, the Seller shall sell, assign, transfer, deliver and convey to the Buyer, free and clear of any Liens, and the Buyer shall purchase, accept and acquire from the Seller, the Units.

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