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 Closing. 2.01. Purchase and Sale of the Shares........................................................................... 10 2.02.
Purchase and Sale of Shares Closing. (a) Subject to the terms and conditions of this Agreement and in reliance on the representations, warranties and covenants herein set forth, the Company shall issue and sell to each of the Investors and the Management Stockholders, and the Investor and the Management Stockholders severally agree to purchase from the Company, the respective number of shares of Preferred Stock set forth opposite the name of such Investor or Management Stockholder, as applicable, on Schedule A hereto representing an aggregate of 34,923,565 shares of Preferred Stock, with a purchase price of $1.00, per share, for an aggregate purchase price of $34,923,565.00. The Preferred Stock shall have the rights, preferences and other terms set forth in the Amended and Restated Certificate of Incorporation of the Company (the “Certificate”) attached as Exhibit A hereto.
(b) Subject to the terms and conditions of this Agreement and in reliance on the representations, warranties and covenants herein set forth, the Company shall issue and sell to each of the Investors and the Management Stockholders, and each Investor and Management Stockholder severally agrees to purchase from the Company, the respective number of shares of Common Stock set forth opposite the name of such Investor or Management Stockholder, as applicable, on Schedule A hereto representing an aggregate of 850,000 shares of Common Stock, with a price per share of $.01 per share, for an aggregate purchase price of $8,500.00. The Common Stock shall have the rights, preferences and other terms set forth in the Certificate.
(c) Subject to the satisfaction or waiver of the conditions set forth herein, the purchase of the Shares shall be made at a closing (the “Closing”) to be held on the date that is no later than two (2) business days following the satisfaction or waiver of the conditions to closing set forth in Section IV hereof or at such other time as agreed upon by the parties hereto. At the Closing, the Company will deliver to each Investor or Management Stockholder, as applicable, one or more certificates representing the Shares purchased by such Investor or Management Stockholder, as applicable, as set forth on Schedule A hereto against payment of the purchase price relating thereto to the Company by wire transfer payable in immediately available funds in accordance with the wire transfer instructions set forth on Schedule B, or by certified or bank check made payable to the Company.
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, free and clear of all Liens, and Purchaser agrees to purchase from the Company at the Closing, 793,021 shares of Common Stock (the “Shares”) at a price per share of $12.61 for an aggregate purchase price of $9,999,994.81 (the “Purchase Price”). Subject to the satisfaction or waiver of the conditions set forth in Section 2.4, the Closing shall take place remotely via the exchange of documents and signatures at 10:00 a.m. Eastern Time on the date hereof, or at such other time and location as the Company and Purchaser shall mutually agree (which time and location are designated as the “Closing” and the date thereof as the “Closing Date”).
Purchase and Sale of Shares Closing. Section 2.1 Purchase and Sale of Shares
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, that certain number of whole shares of Common Stock (the “Shares”) equal in value to, or as close as possible without exceeding, $35,000,000 (the “Purchase Price”), each share valued at a price per share equal to the product of (i) 1.2 and (ii) the simple average of the daily closing Volume Weighted Average Price (VWAP) over the 20 Trading Days preceding the date of this Agreement on the Nasdaq Stock Market as defined by Bloomberg. Upon satisfaction or waiver of the covenants and conditions set forth in Sections 2.3 and 2.4, the Closing shall occur at the offices of WilmerHale or such other location as the parties shall mutually agree.
Purchase and Sale of Shares Closing. 9
2.1 Purchase and Sale of Shares 9 2.2 Assumption of Liabilities 9 2.3 Purchase Price 10 2.4 Closing 12 2.5 Closing Obligations 12 ARTICLE III. REPRESENTATIONS AND WARRANTIES OF SELLER 13 3.1 Organization and Good Standing 13 3.2 Authority; No Conflict 14 3.3 Capitalization 15 3.4 Financial Statements 15 3.5 Books and Records 16 3.6 Title to Properties; Encumbrances 16 3.7 Sufficiency of Assets 16 3.8 Accounts Receivable 16 3.9 Inventory 17 3.10 No Undisclosed Liabilities 17 3.11 Taxes 17 3.12 No Material Adverse Change 17 3.13 Employee Benefits 17 3.14 Compliance with Legal Requirements; Governmental Authorizations 18 3.15 Legal Proceedings; Orders 19 3.16 Absence of Certain Changes and Events 19 3.17 Contracts; No Defaults 20 3.18 Insurance 21 3.19 Environmental Matters 22 3.20 Labor Relations; Compliance 22 3.21 Intellectual Property 23 3.22 Disclosure 24 3.23 Brokers or Finders 24 3.24 No Other Representations or Warranties 24 ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF BUYER 24 4.1 Organization and Good Standing 24 4.2 Authority; No Conflict 25 4.3 Investment Intent 25 4.4 Certain Proceedings 25 4.5 Brokers or Finders 25 4.6 Financing 26 4.7 Solvency 26
Purchase and Sale of Shares Closing. (a) Subject to the terms and conditions of this Agreement and in reliance on the representations, warranties and covenants herein set forth, each Shareholder hereby agrees to sell, transfer and assign to Buyer, and Buyer hereby agrees to purchase from each such Shareholder, the respective number of Shares set forth opposite the name of such Shareholder on Schedule I hereto for an aggregate purchase price of US$4,293,000 (the “Aggregate Purchase Price”).
(b) The Shares shall be sold together with all benefits and rights attached therefore as at the date hereof free and clear of any and all liens, claims, options, charges pledges, security interest, deeds of trust, voting agreements, voting trusts, encumbrances, rights or restrictions of any nature (“Claims”) but subject to the rights, obligations, preferences and other terms set forth in the Memorandum and Articles of Association of the Company (the “Charter”) attached as Exhibit A hereto.
(c) In addition to the Aggregate Purchase Price, and in connection with the transaction contemplated under this Agreement and the Employment Agreements (as defined herein) and the Consulting Agreement (as defined herein), Monotype Holdings, Inc. (“MHI”), on behalf of its wholly-owned subsidiary, the Buyer, shall issue subordinated convertible promissory notes in an aggregate principal amount of Six Hundred Thousand U.S. Dollars (US$600,000) to each of Chun Tak Xxxx Xxxxx (in the principal amount of Two Hundred Eighty-Five Thousand U.S. Dollars (US$285,000)), Xxxx Xxxx Wing Keung (in the principal amount of Two Hundred Eighty-Five Thousand U.S. Dollars (US$285,000)), and Xxx Xxx Xxxx Xxxxx (in the principal amount of Thirty Thousand U.S. Dollars (US$30,000)), in substantially the form attached hereto as Exhibits G-1 through G-3 (each, a “Convertible Note” and, collectively and together with the shares of common stock into which the Convertible Notes are convertible, the “Securities”).
(d) The completion of the sale and purchase of the Shares hereunder (the “Closing”) shall take place at the offices of Xxxxxxx Procter LLP, counsel to the Buyer at 10:00 A.M. Boston time on the date hereof (the “Closing Date”).
(e) At the Closing, each Shareholder will deliver or cause to be delivered to Buyer one or more certificates representing the Shares being sold by such Shareholder as set forth on Schedule I hereto, together with the instrument of transfer and sold note in respect thereof duly executed by such Shareholder, which delive...
Purchase and Sale of Shares Closing. SECTION 2.01. Authorization, Purchase and Sale of Shares............... 9 SECTION 2.02. Closing.................................................. 9 ARTICLE III
Purchase and Sale of Shares Closing. 6 Section 2.1
