Purchase and Sale of Rights. At the Closing (as hereinafter defined in Section 2.4), and subject to the terms and conditions set forth in this Agreement, Scorpion shall sell, transfer, convey, and assign, and Speizer shall purchase, all right, title and interest in and to the Rights.

Purchase and Sale of Rights. Assignors and Assignee agree that the consideration for the assignment, transfer and conveyance of the entire right, title and interest in and to the (i) United States Copyrights, (ii) United States Trademarks and (iii) Know-How Rights shall be the Assignee issuing to the Assignor a certificate or certificates for shares of Common Stock in the aggregate number of shares representing ninety percent (90%) of the issued and outstanding shares of common stock, par value $1.00 per share, of Emerging Gamma Corporation, a Delaware corporation, to be calculated based on the number of shares of common stock issued and outstanding after giving effect to this transaction (the "Stock"). The issuance of the certificates for shares of Stock shall include the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, DISTRIBUTED OR OTHERWISE DISPOSED OF EXCEPT UPON RECEIPT OF AN OPINION OF COUNSEL IN FORCE FOR THE REGISTERED OWNER HEREOF, WHICH COUNSEL SHALL BE ACCEPTABLE TO THE ISSUER HEREOF, EXCEPT SUCH SALE, DISTRIBUTION OR OTHER DISPOSITION AS HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AS EXEMPT FROM THE REGISTRATION PROCEDURES HEREOF. IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY OR ANY INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT COMPLIANCE WITH THE APPLICABLE BLUE SKY LAWS OF THE RESIDENCE OF THE ISSUER AND SHAREHOLDER.

Purchase and Sale of Rights. Mrs. Melton hereby sells, assigns, xxxxxxxxx xnd conveys to the Company, and the Company hereby purchases from Mrs. Melton, all of Mrs. Melton's rxxxx, xxxxx and intexxxx xx xxx xo the following (the "Property"): (i) all slippers and other footwear products or components or designs thereof that have been designed, created or conceptualized by Mrs. Melton, either alone or with oxxxxx, xxxxuding all product designs, constructions, inventions, know-how and rights related thereto, (ii) all other items, products, designs and constructions created, designed or conceptualized by Mrs. Melton which have been sold or xxxxxxx xxr sale by the Company or which have been presented to the Company for possible sale by the Company, and (iii) all patents and patent rights and any other intellectual property of Mrs. Melton which relate to slipperx xx xxxxx footwear products. The Property includes, without limitation, the product designs described on Annex A to this Agreement and the patent rights described on Annex B to this Agreement. Mrs. Melton agrees that she will prxxxxx, xxxx reasonable notice, such information and assistance to the Company as may reasonably be requested by the Company in connection with the Company's use of the Property. Mrs. Melton also agrees that she wixx xxxxxxx and deliver to the Company, upon the Company's request, such further assignments and other instruments as the Company determines are desirable in order to reflect the Company's exclusive ownership rights in and to the Property and/or the transfer by Mrs. Melton of her ownership rights xx xxx Xxxperty to the Company including, without limitation, any and all patent assignment documents prescribed by the federal government.

Purchase and Sale of Rights. Subject to and upon the terms and conditions of this Agreement, at the closing of the transactions contemplated by this Agreement (the "Closing"), Y2 shall sell, transfer, convey, assign and deliver to the Company, and the Company shall purchase from Y2 all of Y2's right, title and interest in the exclusive, irrevocable, worldwide, marketing, distribution and sales rights (the "Rights") of all of Y2's filters installed in licensed, gaming facilities (the "Filters"). The Rights to the Filters are covered in Y2 patent numbers 5,368,635 as filed with the United States Patent and Trademark Office ("USPTO"), and issued by the USPTO November 29, 1994; patent 5,540,761 issued by the USPTO July 30, 1996; patent 5,647,890 issued by the USPTO July 15, 1997; and patent 5,855,653 issued by the USPTO January 5, 1999.

Purchase and Sale of Rights. 1Purpose, Objects of Purchase and Sale As of the date of discharge of the full Purchase Price DKSHI hereby sells, transfers and assigns, and CMS hereby purchases and assumes any and all rights regarding the Products (in finished and semi-finished form), including the exclusive right and title to develop, manufacture, register, apply for registration, import, market, distribute, sell or otherwise use and/or exploit the Products to the extent and in the Tterritories as set out hereinafter below (hereinafter referred to as the "Purchased AsseRights"). The Purchased RightsPurchased Assets shall include and Seller hereby sells, transfers and assigns to CMS, and CMS hereby purchases and assumes from Seller the following asseobjects: all Trademarks regarding the Products in the Territory as listed in detail in Annex 5; and all Registrations regarding the Products in the Territory and all rights, benefits or other interests obtained based on such Registrations in the respective Territories as listed in detail in Annex 6; and as regards the pharmaceutical product Combizym: any and all rights to directly or indirectly exclusively manufacture, have manufactured, import, market, distribute and sell the pharmaceutical product Combizym in CMS’ own name, or through any of its Affiliates or any subcontractor or licensee of CMS, as the case may be, in the Combizym Territory; and. as regards the pharmaceutical product Hirudoid: (a) any and all rights to directly or indirectly exclusively manufacture, have manufactured, import, market, distribute and sell the pharmaceutical product Hirudoid (including the right to develop any line extensions, if any) in CMS’ own name, or through any of its Affiliates or any subcontractor or licensee of CMS, as the case may be, in the Core Territory; (b) any and all rights to import, market, distribute and sell the pharmaceutical product Hirudoid in CMS’ own name, or through any of its Affiliates or any subcontractor or licensee of CMS, as the case may be, in the Hirudoid Territory; and .all Books and Records, Commercial Information and Medical Information related to the Products as listed in Annex 8 and Annex 9. If and where Purchased RightsPurchased Assets are held by Affiliates or contractors of DKSHI or by third parties on behalf of DKSHI, DKSHI shall cause such Affiliates, contractors or third parties, as the case may be, to legally validly transfer and assign the respective Purchased RightsPurchased Assets to CMS, or its Affiliates, as...

Purchase and Sale of Rights

See All (4)

Related to Purchase and Sale of Rights

Purchase and Sale of Shares 2.1.1. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, transfer and deliver to Buyer, free and clear of all Liens (other than Liens under the Securities Act and any other applicable state or foreign securities Laws), and Buyer shall purchase from Seller, all right, title and interest in and to the Shares.
Purchase and Sale of Stock Purchaser hereby agrees to purchase from the Company, and the Company hereby agrees to sell to Purchaser, an aggregate of 37,500 shares of the Common Stock of the Company (the "Stock") at $0.01 per share, for an aggregate purchase price of $375.00, payable in cash. The closing hereunder, including payment for and delivery of the Stock, shall occur at the offices of the Company immediately following the execution of this Agreement, or at such other time and place as the parties may mutually agree (the "Closing").
Purchase and Sale of Units The Purchaser hereby subscribes for and purchases from the Company, and the Company hereby issues and sells to the Purchaser, 25,000 units (the “Initial Units”) at a purchase price of approximately $.003478 per Initial Unit for an aggregate purchase price of $86.95. Each Initial Unit consists of one share of Common Stock and one warrant (an “Initial Warrant”) to purchase one additional share of Common Stock for $6.00 in accordance with the terms of the Warrant Agreement to be entered into by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, which shall be substantially in the form attached hereto as Exhibit A (the “Warrant Agreement”). The Initial Units, together with the underlying Common Stock and the Initial Warrants, are referred to herein as the “Securities.”
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”.
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.
Purchase and Sale of Shares Closing Subject to the terms and conditions of this Agreement, the Company agrees to sell to Purchaser at the Closing, and Purchaser agrees to purchase from the Company at the Closing, 10,000,000 shares of Common Stock (the “Shares”), at a price per share of $6.00 (the “Purchase Price”). Subject to the satisfaction or waiver of the covenants and conditions set forth in Sections 2.3 and 2.4, the Closing shall occur on the date hereof at the offices of Xxxxxxxx & Xxxxxxxx or such other location as the parties shall mutually agree.
Purchase and Sale of Notes (a) Subject to the terms and conditions of this Agreement, each Purchaser agrees to purchase and the Company agrees to sell and issue to each Purchaser at the Closing (as defined below) the principal amount of Notes of the Company as is set forth opposite such Purchaser’s name on such Purchaser’s signature page hereto. The Notes issued to the Purchasers pursuant to this Agreement (including any notes issued at the Initial Closing and any Additional Notes, as defined below) shall be referred to in this Agreement as the “Notes.” Each Note shall be in the form attached hereto as Exhibit A hereto. (b) The initial purchase and sale of the Notes shall take place remotely via the electronic exchange of documents and signatures on the Business Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all conditions precedent to (i) the Purchasers’ obligation to pay the Subscription Amount at such Closing, and (ii) the Company’s obligations to deliver the Securities to be issued and sold at such Closing, in each case, have been satisfied or waived, but in no event later than the tenth Business Day following the date hereof (such initial closing is referred to herein as the “Initial Closing”). (c) After the Initial Closing, the Company may sell, in one or more closings and on the terms and conditions contained in this Agreement, Notes in the aggregate principal amount of up to $6,000,000 (collectively, the “Additional Notes”), to one or more purchasers (the “Additional Purchasers”) reasonably acceptable to the Company, provided that (A) such subsequent sale is consummated prior to October 1, 2020 (the “Termination Date”), or such date as the Company and a Majority in Interest may mutually agree upon; and (B) each Additional Purchaser shall become a party to the Transaction Documents by executing and delivering a counterpart signature page to each of the Transaction Documents. Signature pages shall be added to this Agreement to reflect the amount of Additional Notes purchased at each such closing (an “Additional Closing” and together with the Initial Closing, each, a “Closing”) and the parties purchasing such Additional Notes. (d) At each Closing, the payment by a Purchaser of such Purchaser’s Subscription Amount may be made via wire transfer or a certified check in immediately available funds to the Company.
Purchase and Sale of Common Shares Upon the following terms and subject to the conditions contained herein, the Company shall, on the date hereof, issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of ten million two hundred thousand shares of Common Stock (the "Common Shares"). As consideration, the Purchaser shall assume financial and operational responsibility of the Company and perform certain terms and conditions as detailed in an agreement between the Purchaser and the Company dated March 11, 2005.
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 Assets Except for the Excluded Assets set forth in Section 2.2 below, at and as of the Effective Time, the Sellers shall Transfer to the Purchaser, and the Purchaser shall purchase and accept from the Sellers, free and clear of all Liens to the maximum extent provided in the Sale Approval Order, all of the Sellers’ right, title and interest in and to the following assets (the “Transferred Assets”): (a) the Accounts Receivable, a recent summary schedule of which is attached hereto as Schedule 2.1(a) (it being understood that such schedule does not reflect Accounts Receivable as of the Closing Date that will be included in the Transferred Assets); (b) the Equipment and Other Personalty whether located at the Transferred Facilities of the Sellers or elsewhere; (c) the Intellectual Property primarily used in the Business, including, without limitation, the patented or registered Intellectual Property set forth on Schedule 2.1(c) and pending patent applications or other applications for the registration of Intellectual Property; (d) all Inventory, a recent summary schedule of which is attached hereto as Schedule 2.1(d) (it being understood that such schedule does not reflect Inventory as of the Closing Date that will be included in the Transferred Assets); (e) all rights of the Sellers under Assigned Contracts; (f) originals or copies of all books, financial and other records and information which has been reduced to written, recorded or encoded form, in each case to the extent related to the Business (collectively, the “Books and Records”); (g) licenses and permits primarily used in the operation of the Business, to the extent transferable; (h) subject to the Purchaser’s right to reject any lease of Real Property in accordance with the terms of this Agreement, owned and leased Real Property primarily used in the operation of the Business, each parcel of which is set forth on Schedule 2.1(h); (i) any warranties of third parties on any Transferred Assets; (j) all prepaid expenses, security deposits and other credits owed to the Sellers from third parties, to the extent primarily related to the Transferred Assets; (k) all rights and incidents under policies, contracts or arrangements related to insurance of any Seller to the extent related to Assumed Liabilities or Transferred Assets and to the extent transferable (it being understood that (i) such policies will be cancelled at Closing and the Sellers will be entitled to any refunds upon such cancellation and (ii) the Sellers’ directors and officers insurance policies will constitute Excluded Assets in all respects); (l) all rights and claims of the Sellers of every kind and description under all non-disclosure, confidentiality, non-competition, non-solicitation, assignment of invention and other agreements of a comparable nature with (i) all present and former employees of the Sellers other than Eligible Employees who are hired by the Purchaser to the extent such agreements relate to the Transferred Assets and (ii) all Eligible Employees who are hired by the Purchaser whether or not such agreements relate to the Transferred Assets; and (m) all other assets primarily related to the Business, other than any Excluded Assets.

Purchase and Sale of Rights Sample Clauses

Filter & Search

Related Clauses

Parent Clauses

Sub-Clauses

Related to Purchase and Sale of Rights