Common use of Purchase and Sale of Purchased Shares Clause in Contracts

Purchase and Sale of Purchased Shares. (a) In accordance with and subject to the terms hereof, (i) the Seller hereby agrees to sell and shall transfer to the Buyer at the Closing, and the Buyer hereby agrees to purchase and shall accept transfer from the Seller at the Closing of, the Purchased Shares, free and clear of all Liens, and (ii) at the Closing, the Seller shall transfer to the Buyer, and the Buyer shall accept transfer from the Seller of, all of the Seller’s rights, title, and interest in and to the Purchased Shares, free and clear of all Liens. (b) In accordance with and subject to the terms hereof (including the satisfaction of the conditions set forth herein), no later than 5 p.m. New York City time on the date of this Agreement, the Buyer shall transfer, or shall procure the transfer of $10,000,000 (the “Signing Date Cash Payment”), to the following account under the reference “Purchase Price ID&T” to be held by DLA Piper LLP (US) in such account for the benefit and on behalf of the Seller, and released by DLA Piper LLP (US) to the Seller upon the Seller’s request: Bank Name: Citibank, N.A. Address: 000 Xxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 ABA Transit #: 000000000 Account #: 00000000 Swift Code: CITI US 33 Account Name: DLA Piper LLP (US) XXXX Client/Matter Number: 381197-1 Bank Phone #: 000-000-0000 (Xxxx Xxxxxxxx) (c) No later than 5:00 p.m. New York City time on the earlier of the date (the “Closing Cash Payment Due Date”) that is (i) September 30, 2013 or (ii) two Business Days following the closing of the initial public offering with respect to the Parent Common Stock, the Parent shall (or shall cause the Buyer to) transfer, or shall procure the transfer of, the Closing Cash Payment, being an amount of $45,914,827, to the Notary Account under the reference “Purchase Price ID&T” to be held by the Notary in the Notary Account for the benefit of the Buyer until the Notarial Deed of Transfer has been duly executed by the Notary, after which the amount will be held on behalf of the Seller. Upon such transfer of the Closing Cash Payment to the Notary, the Buyer and the Seller shall instruct the Notary to execute the Notarial Deed of Transfer. One Business Day following such transfer of the Closing Cash Payment to the Notary, the Notary shall, and Seller is authorized to and shall instruct the Notary to, release such amount to Seller by wire transfer to an account designated by the Seller. (d) If the Parent has not paid or caused the payment of the Closing Cash Payment to the Notary Account pursuant to Section 2.2(c) on or prior to the Closing Cash Payment Due Date, then, without limitation of any other legal or equitable remedies available to the Seller, including remedies pursuant to this Agreement, the Seller will be permitted, upon written notice provided by the Seller to the Parent, to terminate this Agreement. Notwithstanding any termination of this Agreement pursuant to this Section 2.2(d), the following provisions hereof will survive: Article 1, this Section 2.2(d), Sections 2.2(e) and (f), Section 2.6, and Article 8. If the Seller provides the notice contemplated by this Section 2.2(d), then (i) the Parties shall cause their respective Affiliates party to the NAJV Second Amended and Restated LLC Agreement to negotiate in good faith to prepare and execute an amended and restated limited liability company operating agreement of the NAJV that amends and restates the NAJV Second Amended and Restated LLC Agreement to reflect the terms of the NAJV JV Agreement (other than the NAJV JV Agreement Superseded Terms) and (ii) the Parties shall cause their respective Affiliates party to the License Agreement to negotiate in good faith to prepare and execute a new license agreement to reflect the terms of the NAJV JV Agreement (other than the NAJV JV Agreement Superseded Terms). (i) If as of the start of March 21, 2014 (x) the Closing has not occurred and the Seller has delivered the notice contemplated by Section 2.2(d) in accordance with Section 2.2(d), and (y) the closing of an initial public offering with respect to the Parent Common Stock has not occurred, then at any time following (and including) March 21, 2014, the Seller will be permitted, without limitation of any other legal or equitable remedies available to Seller, to (upon written notice provided by the Seller) either, at the Seller’s election, (1) in accordance with and subject to Section 2.2(e)(ii), require the Parent to cause SFX-IDT N.A. Holding (and, in such case, the Parent shall cause SFX-IDT N.A. Holding) to transfer all of its membership interests in the NAJV (the “SFX NAJV Interests”) to ID&T International (or such other Affiliate of Seller as designated by the Seller) in exchange for the tender of all (but not less than all) of the SFX Equity Interests to the Parent (or at the Parent’s direction) (such election, a “Put Option 1 Election”) or (2) in accordance with and subject to Section 2.2(e)(iii), tender all (but not less than all) of the SFX Equity Interests to the Parent and in such case the Parent shall pay the Seller $30,000,000 (the “Put Option 2 Cash”) in exchange therefor (such election, a “Put Option 2 Election”). Except as provided in Section 2.2(e)(iii)(B), (A) if the Seller makes a Put Option 1 Election, then the Seller cannot make a Put Option 2 Election, and (B) if the Seller makes a Put Option 2 Election, then the Seller cannot make a Put Option 1 Election. (ii) (A) If the Seller makes a Put Option 1 Election, then this Section 2.2(e)(ii) will apply with respect to such Put Option 1 Election.

Purchase and Sale of Purchased Shares. (a) In accordance with 2.1. The Purchaser agrees and undertakes to purchase, subject to the terms hereofof this Agreement, (i) from the Seller hereby Company, and the Company agrees to sell and shall transfer issue to the Buyer at Purchaser, an aggregate of 16,384 ordinary shares of the ClosingCompany of NIS 1 par value, representing 50% of the Company’s issued and outstanding shares (the “Purchased Shares") on a fully diluted basis, as follows: On each Closing Date (hereafter defined), Purchaser shall purchase, and Company shall sell and issue, the Buyer hereby agrees number of shares of the Company’s ordinary shares set forth for each such Closing Date in Section 2.2 hereof. The purchase price to be paid by Purchaser to the Company in consideration for the issuance of the Purchased Shares shall be $27.50 per share (the "Purchase Price"), and shall be payable on each Closing Date with respect to the number of Purchased Shares purchased on such Closing Date. 2.2. The purchase and shall accept transfer from the Seller at the Closing of, issuance of the Purchased SharesShares shall take place in three closings (each, free and clear of all Liens, and (iia “Closing”) at the Closingoffices of Pelles, Moser, Xxxxxxx & Co. - Law Offices, located at 00 Xxxx Xxxxxx Xxxxxx, Xxxxx Xxx, xx June 29, 2007 or at such other time and place as may be agreed to by the Seller parties in writing. The first closing shall transfer to the Buyer, and the Buyer shall accept transfer from the Seller of, all of the Seller’s rights, title, and interest in and to the Purchased Shares, free and clear of all Liens. (b) In accordance with and subject to the terms hereof (including the satisfaction of the conditions set forth herein), no later than 5 p.m. New York City time take place on the date of this Agreement, the Buyer shall transfer, or shall procure the transfer of $10,000,000 Agreement (the “Signing Date Cash PaymentFirst Closing Date”), to ) simultaneously with the following account under execution of this Agreement. The second closing shall take place during the reference “Purchase Price ID&T” to be held by DLA Piper LLP (US) in such account for the benefit and on behalf month of the Seller, and released by DLA Piper LLP (US) to the Seller upon the Seller’s request: Bank Name: Citibank, N.A. Address: 000 Xxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 ABA Transit #: 000000000 Account #: 00000000 Swift Code: CITI US 33 Account Name: DLA Piper LLP (US) XXXX Client/Matter Number: 381197-1 Bank Phone #: 000-000-0000 (Xxxx Xxxxxxxx) (c) No later than 5:00 p.m. New York City time on the earlier of the date July 2007 (the “Second Closing Cash Payment Due Date”) that is ). The third closing shall take place not later than August 31, 2007 (i) September 30the “Third Closing Date”). The number of Purchased Shares to be purchased and issued at each Closing shall be as follows: 2.2.1. On the First Closing Date, 2013 or (ii) two Business Days following 4,000 Purchased Shares shall be purchased and issued for an aggregate Purchase Price of US $110,000; 2.2.2. On the closing Second Closing Date, 8,000 Purchased Shares shall be purchased and issued for an aggregate Purchase Price of US $220,000; and 2.2.3. On the Third Closing Date, 4,364 Purchased Shares shall be purchased and issued for an aggregate Purchase Price of US $120,010. 2.3. The capitalization table of the initial public offering with respect to Company, pre and post the Parent Common Stockpurchase of the Purchased Shares by the Purchaser, is as set in Exhibit 2.3 attached hereto. 2.4. The Company shall promptly notify the Parent shall Registrar of Companies of the State of Israel of the issuance of the Purchased Shares, upon receipt of Purchase Price (or shall cause the Buyer to) transfer, or shall procure the transfer of, the Closing Cash Payment, being an amount of $45,914,827, to the Notary Account under the reference “Purchase Price ID&T” to be held by the Notary in the Notary Account for the benefit parts of the Buyer until the Notarial Deed of Transfer has been duly executed by the Notary, after which the amount will be held on behalf of the Seller. Upon such transfer of the Closing Cash Payment same according to the Notary, the Buyer and the Seller shall instruct the Notary to execute the Notarial Deed of Transfer. One Business Day following such transfer of the Closing Cash Payment to the Notary, the Notary shall, and Seller is authorized to and shall instruct the Notary to, release such amount to Seller by wire transfer to an account designated by the Seller. (d) If the Parent has not paid or caused the payment of the Closing Cash Payment to the Notary Account pursuant to Section 2.2(c) on or prior to the Closing Cash Payment Due Date, then, without limitation of any other legal or equitable remedies available to the Seller, including remedies pursuant to this Agreement, the Seller will be permitted, upon written notice provided by the Seller to the Parent, to terminate this Agreement. Notwithstanding any termination of this Agreement pursuant to this Section 2.2(d), the following provisions hereof will survive: Article 1, this Section 2.2(d), Sections 2.2(e) and (f), Section 2.6, and Article 8. If the Seller provides the notice contemplated by this Section 2.2(d), then (i) the Parties shall cause their respective Affiliates party to the NAJV Second Amended and Restated LLC Agreement to negotiate in good faith to prepare and execute an amended and restated limited liability company operating agreement of the NAJV that amends and restates the NAJV Second Amended and Restated LLC Agreement to reflect the terms of the NAJV JV Agreement (other than the NAJV JV Agreement Superseded Terms) and (ii) the Parties shall cause their respective Affiliates party to the License Agreement to negotiate in good faith to prepare and execute a new license agreement to reflect the terms of the NAJV JV Agreement (other than the NAJV JV Agreement Superseded TermsClause 2.2). (i) If as 2.5. The rights of the start of March 21, 2014 (x) the Closing has not occurred and the Seller has delivered the notice contemplated by Section 2.2(d) in accordance with Section 2.2(d), and (y) the closing of an initial public offering with respect to the Parent Common Stock has not occurred, then at any time following (and including) March 21, 2014, the Seller will be permitted, without limitation of any other legal or equitable remedies available to Seller, to (upon written notice provided by the Seller) either, at the Seller’s election, (1) in accordance with and subject to Section 2.2(e)(ii), require the Parent to cause SFX-IDT N.A. Holding (and, in such case, the Parent shall cause SFX-IDT N.A. Holding) to transfer all of its membership interests Purchased Shares are as determined in the NAJV (the “SFX NAJV Interests”) to ID&T International (or such other Affiliate memorandum and articles of Seller as designated by the Seller) in exchange for the tender of all (but not less than all) association of the SFX Equity Interests Company (as amended from time to the Parent (or at the Parent’s direction) (such election, a “Put Option 1 Election”) or (2) in accordance with and subject to Section 2.2(e)(iiitime), tender all (but not less than all) of the SFX Equity Interests to the Parent and in such case the Parent shall pay the Seller $30,000,000 (the “Put Option 2 Cash”) in exchange therefor (such election, a “Put Option 2 Election”). Except as provided in Section 2.2(e)(iii)(B), (A) if the Seller makes a Put Option 1 Election, then the Seller cannot make a Put Option 2 Election, and (B) if the Seller makes a Put Option 2 Election, then the Seller cannot make a Put Option 1 Election. (ii) (A) If the Seller makes a Put Option 1 Election, then this Section 2.2(e)(ii) will apply with respect to such Put Option 1 Election.

Purchase and Sale of Purchased Shares. (a) In accordance with and subject Subject to the terms hereofand conditions set forth in this Agreement, at the Closing (i) the Seller hereby as defined below), each Xxxxxxxxx Family Party agrees to sell and shall transfer to MSN the Buyer at the Closingnumber of Purchased Shares next to such Xxxxxxxxx Family Party’s name on Annex A, and the Buyer hereby MSN agrees to purchase and from such Xxxxxxxxx Family Party such number of Purchased Shares for an aggregate purchase price equal to the amount set forth next to each such Xxxxxxxxx Family Party’s name on Annex A. The aggregate purchase price (the “Aggregate Purchase Price”) payable to all of the Xxxxxxxxx Family Parties pursuant to this Agreement shall accept transfer from be Four Million Nine Hundred Thousand Dollars ($4,900,000). In addition to the Seller at the Closing of, amounts payable in respect of the Purchased Shares, free and clear of all Liensat the Closing (as defined below), MSN shall (i) pay to RJF an amount equal to Fifty Thousand Dollars ($50,000) and (iii) pay to RJFJR an amount equal to Fifty Thousand Dollars ($50,000), in each case as consideration for the covenant set forth in Section 13 hereof. The consummation of the purchase and sale of the Purchased Shares as contemplated hereby (the “Closing”) shall occur immediately prior to the Effective Time of the Merger on the Closing Date (as defined in the Merger Agreement) at the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxx Xxxxxx, XX, Xxxxxxxxxx, XX 00000. At the Closing, (x) the Seller Xxxxxxxxx Family Parties shall deliver the stock certificates representing the Purchased Shares to MSN together with stock powers duly endorsed in blank and (y) subject to Section 2 below, MSN shall pay the Xxxxxxxxx Family Parties the Aggregate Purchase Price on the Closing Date by wire transfer of immediately available funds to the Buyer, and the Buyer shall accept transfer from the Seller of, all account or accounts designated by RJF (as representative of the Seller’s rights, title, and interest in and to the Purchased Shares, free and clear of all Liens. (bXxxxxxxxx Family Parties) In accordance with and subject to the terms hereof (including the satisfaction of the conditions set forth herein), no later than 5 p.m. New York City time on the date of this Agreement, the Buyer shall transfer, or shall procure the transfer of $10,000,000 (the “Signing Date Cash Payment”), to the following account under the reference “Purchase Price ID&T” to be held by DLA Piper LLP (US) in such account for the benefit and on behalf of the Seller, and released by DLA Piper LLP (US) to the Seller upon the Seller’s request: Bank Name: Citibank, N.A. Address: 000 Xxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 ABA Transit #: 000000000 Account #: 00000000 Swift Code: CITI US 33 Account Name: DLA Piper LLP (US) XXXX Client/Matter Number: 381197-1 Bank Phone #: 000-000-0000 (Xxxx Xxxxxxxx) (c) No later than 5:00 p.m. New York City time on the earlier of the date (the “Closing Cash Payment Due Date”) that is (i) September 30, 2013 or (ii) at least two Business Days following the closing of the initial public offering with respect to the Parent Common Stock, the Parent shall (or shall cause the Buyer to) transfer, or shall procure the transfer of, the Closing Cash Payment, being an amount of $45,914,827, to the Notary Account under the reference “Purchase Price ID&T” to be held by the Notary in the Notary Account for the benefit of the Buyer until the Notarial Deed of Transfer has been duly executed by the Notary, after which the amount will be held on behalf of the Seller. Upon such transfer of the Closing Cash Payment to the Notary, the Buyer and the Seller shall instruct the Notary to execute the Notarial Deed of Transfer. One Business Day following such transfer of the Closing Cash Payment to the Notary, the Notary shall, and Seller is authorized to and shall instruct the Notary to, release such amount to Seller by wire transfer to an account designated by the Seller. (d) If the Parent has not paid or caused the payment of the Closing Cash Payment to the Notary Account pursuant to Section 2.2(c) on or prior to the Closing Cash Payment Due Date, then, without limitation of any other legal or equitable remedies available to the Seller, including remedies pursuant to this Agreement, the Seller will be permitted, upon written notice provided by the Seller to the Parent, to terminate this Agreement. Notwithstanding any termination of this Agreement pursuant to this Section 2.2(d), the following provisions hereof will survive: Article 1, this Section 2.2(d), Sections 2.2(e) and (f), Section 2.6, and Article 8. If the Seller provides the notice contemplated by this Section 2.2(d), then (i) the Parties shall cause their respective Affiliates party to the NAJV Second Amended and Restated LLC Agreement to negotiate in good faith to prepare and execute an amended and restated limited liability company operating agreement of the NAJV that amends and restates the NAJV Second Amended and Restated LLC Agreement to reflect the terms of the NAJV JV Agreement (other than the NAJV JV Agreement Superseded Terms) and (ii) the Parties shall cause their respective Affiliates party to the License Agreement to negotiate in good faith to prepare and execute a new license agreement to reflect the terms of the NAJV JV Agreement (other than the NAJV JV Agreement Superseded Terms). (i) If as of the start of March 21, 2014 (x) the Closing has not occurred and the Seller has delivered the notice contemplated by Section 2.2(d) in accordance with Section 2.2(d), and (y) the closing of an initial public offering with respect to the Parent Common Stock has not occurred, then at any time following (and including) March 21, 2014, the Seller will be permitted, without limitation of any other legal or equitable remedies available to Seller, to (upon written notice provided by the Seller) either, at the Seller’s election, (1) in accordance with and subject to Section 2.2(e)(ii), require the Parent to cause SFX-IDT N.A. Holding (and, in such case, the Parent shall cause SFX-IDT N.A. Holding) to transfer all of its membership interests in the NAJV (the “SFX NAJV Interests”) to ID&T International (or such other Affiliate of Seller as designated by the Seller) in exchange for the tender of all (but not less than all) of the SFX Equity Interests to the Parent (or at the Parent’s direction) (such election, a “Put Option 1 Election”) or (2) in accordance with and subject to Section 2.2(e)(iii), tender all (but not less than all) of the SFX Equity Interests to the Parent and in such case the Parent shall pay the Seller $30,000,000 (the “Put Option 2 Cash”) in exchange therefor (such election, a “Put Option 2 Election”). Except as provided in Section 2.2(e)(iii)(B), (A) if the Seller makes a Put Option 1 Election, then the Seller cannot make a Put Option 2 Election, and (B) if the Seller makes a Put Option 2 Election, then the Seller cannot make a Put Option 1 Election. (ii) (A) If the Seller makes a Put Option 1 Election, then this Section 2.2(e)(ii) will apply with respect to such Put Option 1 Election.