Purchase and Sale of Shares and Assets. Subject to the terms and conditions of this Agreement, at the Closing (as defined below), the Sellers shall sell, assign, transfer, convey and deliver to Purchaser, and Purchaser shall purchase and accept from the Sellers, all of the Sellers’ right, title and interest in and to all of the assets, used or held for use by the Sellers primarily in the Business as it is currently operated (other than the Excluded Assets), as the same may exist as of the Closing (collectively, the “Purchased Assets”), including all of the Sellers’ right, title and interest in the following:
(a) the Equity Interests;
(b) all accounts receivable and notes receivable and other such claims for money due to the Sellers arising from the arm’s length rendering of services or the sale of the Existing Products or other goods or materials by the Business (including trade account receivables from Honeywell acting through its Honeywell Turbocharger Technologies strategic business unit (“HTT”) solely to the extent reflected in the Final Net Working Capital);
(c) all raw materials, packaging materials, manufactured or purchased parts, goods in transit, consigned goods, returned goods, work in process, spare parts and finished goods inventories for the Existing Products or otherwise used or held for use primarily in the Business;
(d) all rights and interests in all Contracts to which a Seller or Purchased Entity is a party that relate primarily to the Business (the “Purchased Contracts”);
(e) all machinery, equipment, tools, dies, test equipment, furniture, fixtures (trade or otherwise), vehicles, leasehold improvements, office supplies, production supplies, spare and replacement parts, computers, jigs, molds, miscellaneous supplies and other tangible personal properties that are used or held for use primarily in the Business (including the transfer of a Seller’s or Purchased Entity’s rights of possession and custody of such tooling, molds, jigs and other equipment that is owned by certain customers of the Business and that is located on the Property or on the premises of suppliers (including Plant 1 in Freeport, Illinois) of the Business);
(f) the Acquired Intellectual Property;
(g) other than to the extent not legally assignable even with the consent, authorization, acknowledgement of filing, certification or other approval of the applicable Governmental Authority, all Permits primarily with respect to the conduct of the Business and held by the Sellers;
(h) all rights under or pursuant to ...
Purchase and Sale of Shares and Assets. 1.1 Granting rights
1.1.1 Each of Party B hereby irrevocably grants Party A an irrevocable and exclusive right (“Share Purchase Option”) to purchase, or designate one or more persons (each, a “Designee of Equity”) to purchase, from any one of Party B all or a part of the equity interests held by Party B in Party C at one or multiple times at any time to the extent permitted by the laws of the People’s Republic of China (“China”) according to the exercise steps at the sole discretion of Party A and at the Share Purchase Price set forth in Article 1.3 hereof. Except for Party A and the Designee of Equity, no other person shall be entitled to the Share Purchase Option or other rights related to the equity interests of Party B. Party C hereby agrees to the grant by Party B of the Share Purchase Option to Party A. The term “person” as used herein shall refer to individuals, corporations, joint ventures, partnerships, enterprises, trusts, or non-corporate organizations.
1.1.2 Party C hereby irrevocably grants Party A an irrevocable and exclusive right (“Assets Purchase Option”) to purchase, or designate one or more persons (each, an “Designee of Assets”, together with the Designee of Equity, “Designee”) to purchase, from Party C all or a part of Party C’s assets at one or multiple times at any time to the extent permitted by the laws of China according to the exercise steps at the sole discretion of Party A and at the Assets Purchase Price set forth in Article 1.3 hereof. Except for Party A and the Designee of Assets, no other person shall be entitled to the Assets Purchase Option or other rights related to the assets of Party C. Party B agree to the grant by Party C of the Assets Purchase Option to Party A in accordance with the provisions of this Agreement.
Purchase and Sale of Shares and Assets. (a) The Buyer and the Shareholders hereby severally agree that concurrently herewith, upon the terms hereof, each of the Shareholders shall sell, transfer and deliver to the Buyer, and the Buyer shall purchase from each of the Shareholders, all the Shares owned by such Shareholder free and clear of all Share Encumbrances, and each of the Shareholders shall sell, transfer and deliver to the Buyer, and the Buyer shall purchase from each of the Shareholders, all the Assets owned by such Shareholder free and clear of all Encumbrances. The aggregate “Purchase Price” shall be equal to (A) Twenty-Five Million Dollars ($25,000,000), (B) minus the Closing Date Debt, (C) minus the amount of any Company Transaction Expenses that have not been paid prior to the determination of the Closing Date Cash Balance and (D) minus the Employee Payment. The Purchase Price shall be subject to further adjustment at and following the Closing as set forth herein. The Cash Purchase Price shall be allocated amongst the Shareholders in accordance with their Pro Rata Portions. The Purchaser shall have no obligation to consummate the Subject Transactions unless all of the Shares and Assets to be sold by the Shareholders are transferred and delivered to the Buyer on the Closing Date free and clear of all Share Encumbrances and Encumbrances, respectively.
Purchase and Sale of Shares and Assets. 1.1 Granting rights
1.1.1 Each of the Pledgors hereby irrevocably grants Party A an irrevocable and exclusive right (“Share Purchase Option”) to purchase, or designate one or more persons (each, a “Designee of Equity”) to purchase, from any one of the Pledgors all or a part of the equity interests held by the Pledgors in Party C at one or multiple times at any time to the extent permitted by the laws of the People’s Republic of China (“China”) according to the exercise steps at the sole discretion of Party A and at the Share Purchase Price set forth in Article 1.3 hereof. Except for Party A and the Designee of Equity, no other person shall be entitled to the Share Purchase Option or other rights related to the equity interests of the Pledgors. Party C hereby agrees to the grant by the Pledgors of the Share Purchase Option to Party A. The term “person” as used herein shall refer to individuals, corporations, joint ventures, partnerships, enterprises, trusts, or non-corporate organizations.
Purchase and Sale of Shares and Assets. Section 2.01. Purchase and Sale of Shares and Transferred Assets; Exclusion of Excluded Assets 13
Section 2.02. Assumption of Assumed Liabilities; Retention of Retained Liabilities 16
Section 2.03. Purchase Price; Allocation of Purchase Price 17 Section 2.04. Purchase Price Adjustment 18 Section 2.05. Closing 20 Section 2.06. Closing Deliveries by Seller 20 Section 2.07. Closing Deliveries by Purchaser 20 Section 2.08. Accounting 21 Section 2.09. Nonassignable Assets 21 Section 3.01. Organization and Good Standing 22 Section 3.02. Authority 23 Section 3.03. No Conflict; Consents and Approvals 23 Section 3.04. Capitalization; Title to Shares; Equity Interests 24 Section 3.05. Financial Information 24 Section 3.06. Absence of Certain Changes or Events 25 Section 3.07. Absence of Litigation 25 Section 3.08. Compliance with Laws 25 Section 3.09. Ownership of the Assets 26 Section 3.10. Real Property 26 Section 3.11. Employee Matters 26 Section 3.12. Environmental Matters 27 TABLE OF CONTENTS (continued) Section 3.13. Contracts 28 Section 3.14. Brokers 29 Section 3.15. Intellectual Property 29 Section 3.16. Taxes 30 Section 3.17. Employee Benefit Matters 31 Section 4.01. Organization and Good Standing 33 Section 4.02. Authority 33 Section 4.03. No Conflict; Consents and Approvals 33 Section 4.04. Absence of Litigation 34 Section 4.05. Exclusivity of Representations and Warranties 34 Section 4.06. Financial Ability 35 Section 4.07. Brokers 35
Section 5.01. Conduct of Business Prior to the Closing 35 Section 5.02. Access to Information; Advice of Changes 37 Section 5.03. Confidentiality; Publicity 38 Section 5.04. Efforts and Actions to Cause the Closing to Occur 39 Section 5.05. Bulk Sales 41 Section 5.06. Insurance 41 Section 5.07. Certain Services and Benefits Provided by Affiliates 41 Section 5.08. Further Action 41 Section 5.09. Ancillary Agreements; ATLAS Sublicense 42 Section 5.10. Maintenance of Books and Records 42 Section 5.11. Deletion of Non-Transferred Software 43 Section 5.12. Use of Seller’s Trademarks and Logos 43
Purchase and Sale of Shares and Assets. Section 2.1. Purchase and Sale of Shares and Assets............................13
Purchase and Sale of Shares and Assets. 2.01 Shares and Assets to be Purchased;
Purchase and Sale of Shares and Assets. Group Subsidiary Sale Shares to be Sold 4 Section 1.2 Assets to be Sold . . . . . . . . . . . 2 Section 1.3 Consideration . . . . . . . . . . . . 4 Section 1.4 Escrow . . . . . . . . . . . . . . . . 4 Section 1.5 Closing . . . . . . . . . . . . . . . . 4 Section 1.6
Purchase and Sale of Shares and Assets. Section 1.1 Group Subsidiary Sale Shares to be Sold. Upon the terms and subject to the conditions contained herein, at the Closing (as hereinafter defined), each Seller shall sell and transfer to the Buyer and its nominees (together, the "Transferees"), if any, and the Buyer shall purchase and accept from each Seller on behalf of itself and any other Transferees, the number and kind of shares of capital stock or other equity interests (as applicable) set forth on Schedule III hereto, which collectively constitute all of the issued and outstanding shares of capital stock or other equity interests (as applicable) of each of the Group Subsidiaries not owned of record by another Group Subsidiary (the "Group Subsidiary Sale Shares").
Purchase and Sale of Shares and Assets. (a) Subject to the terms of this Agreement and in reliance on the covenants, representations and warranties contained herein, Seller hereby sells, conveys, transfers, assigns and delivers (with full title guaranty according to the laws of England and Wales) to Buyer, and Buyer hereby purchases and acquires from Seller, the Shares, free and clear of all Liens.
(b) Subject to the terms of this Agreement and in reliance on the covenants, representations and warranties contained herein, Seller hereby sells, conveys, transfers, assigns and delivers to Buyer, and Buyer hereby purchases and acquires from Seller, all of Seller's right, title and interest in and to all Business Intellectual Property, free and clear of all Liens (other than Permitted Liens).
