PURCHASE AND SALE OF SHARES AND TRANSFERRED ASSETS Sample Clauses

PURCHASE AND SALE OF SHARES AND TRANSFERRED ASSETS. Section 2.01. Purchase and Sale of Shares and Transferred Assets; Exclusion of Excluded Assets 14
Sample 1
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PURCHASE AND SALE OF SHARES AND TRANSFERRED ASSETS. Section 2.01. Purchase and Sale of Shares and Transferred Assets; Exclusion of Excluded Assets 14 Section 2.02. Assumption of Assumed Liabilities; Retention of Retained Liabilities 17 Section 2.03. Purchase Price; Allocation of Purchase Price 19 Section 2.04. Payment Adjustment 19 Section 2.05. Closing 21 Section 2.06. Closing Deliveries by Seller 22 Section 2.07. Closing Deliveries by Purchaser 22 Section 2.08. Accounting 22 Section 2.09. Nonassignable; Nonsublicenseable Assets 23 Section 2.10. Withholding Rights 24 Section 2.11. Special Employee Liabilities 24 ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER Section 3.01. Organization and Good Standing 26 Section 3.02. Authority 26 Section 3.03. No Conflict; Consents and Approvals 26 Section 3.04. Capitalization; Title to Shares; Equity Interests 27 Section 3.05. Financial Information 28 Section 3.06. Absence of Certain Changes or Events 29 Section 3.07. Absence of Litigation 29 Section 3.08. Compliance with Laws; Permits 29 TABLE OF CONTENTS (continued) Page Section 3.09. Sufficiency and Ownership of Assets 29 Section 3.10. Real Property 30 Section 3.11. Employee Matters 31 Section 3.12. Environmental Matters 32 Section 3.13. Material Contracts 33 Section 3.14. Brokers 35 Section 3.15. Intellectual Property 35 Section 3.16. Taxes 37 Section 3.17. Certain Business Practices 39 Section 3.18. Products; Services 39 Section 3.19. Insurance Coverage 39 Section 3.20. VeriSign Japan 39 Section 3.21. Officers and Directors 40 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PURCHASER Section 4.01. Organization and Good Standing 40 Section 4.02. Authority 40 Section 4.03. No Conflict; Consents and Approvals 41 Section 4.04. Absence of Litigation 41 Section 4.05. Exclusivity of Representations and Warranties 41 Section 4.06. Financial Ability 42 Section 4.07. Brokers 42 ARTICLE V COVENANTS Section 5.01. Conduct of Business Prior to the Closing 42 Section 5.02. Access to Information; Advice of Changes; Software Audit 44 Section 5.03. Confidentiality; Publicity 46 Section 5.04. Efforts and Actions to Cause the Closing to Occur 46 Section 5.05. Bulk Sales 48 TABLE OF CONTENTS (continued) Page Section 5.06. Insurance 48 Section 5.07. Termination of Overhead and Shared Services 48 Section 5.08. Delivery of the Business Software 48 Section 5.09. Further Action 49 Section 5.10. Ancillary Agreements 50 Section 5.11. Maintenance of Books and Records 50 Section 5.12. Deletion of Software 51 Section 5.13. Use of Trademarks a...
Sample 1

Related to PURCHASE AND SALE OF SHARES AND TRANSFERRED ASSETS

  • Purchase and Sale of Purchased Assets On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Purchaser will purchase from the Seller, and the Seller will sell, transfer, assign, convey and deliver to the Purchaser the Purchased Assets pursuant to the Xxxx of Sale.

  • Purchase and Sale of Purchased Shares At the Closing and on the terms and subject to the conditions set forth in this Agreement, Sellers shall sell and deliver to Purchaser, and Purchaser shall purchase from Sellers and pay therefor, the Purchased Shares, free and clear of any and all Encumbrances and in suitable form for transfer to Purchaser.

  • Purchase and Sale of the Purchased Shares On and subject to the terms and conditions set forth in this agreement, at Closing Seller shall sell to Purchaser, and Purchaser shall purchase from Seller, the Purchased Shares, free and clear of all Liens.

  • 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 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 the Purchased Assets 2 Section 2.1 Assets of Seller to be Transferred to Buyer 2 Section 2.2 Excluded Assets 3 ARTICLE III PURCHASE PRICE FOR THE PURCHASED ASSETS 4 Section 3.1 Purchase Price 4 Section 3.2 Closing Payments 4 Section 3.3 Post-Closing Payments. 4 Section 3.4 Pre-Closing Statement; Post-Closing Purchase Price Adjustment. 5 Section 3.5 Covenants Regarding Stock Consideration. 7 Section 3.6 Allocation of Purchase Price 8 Section 3.7 Withholding 8 Section 3.8 Electronic Transfer of Certain Assets 8 Section 3.9 Employee and Independent Contractor Matters 9 Section 3.10 Inability to Assign Assigned Contracts. 10 Section 3.11 Payments to Members 10 Section 3.12 Paying Agent 11

  • 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 Upon the terms and subject to the conditions of this Agreement, at the Closing, the Sellers shall severally sell, assign, transfer, convey and deliver, or cause to be sold, assigned, transferred, conveyed and delivered, to the Purchaser, all of the Units, and the Purchaser shall purchase the Units, free and clear of any Encumbrances.

  • Purchase and Sale of Company Shares Sale of Company Shares

  • 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.

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