Purchase and Sale of Target Shares. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, each of the Sellers shall sell, transfer and deliver to Buyer, free and clear of all Encumbrances other than the Permitted Encumbrances and Buyer shall purchase from each of such Sellers, all of the outstanding Target Shares held by such Sellers.
Purchase and Sale of Target Shares. Subject to the terms and conditions of this Agreement, the Purchaser irrevocably agrees to acquire the Target Shares from the Target Shareholders and the Target Shareholders irrevocably agree to exchange, assign and transfer the Target Shares to the Purchaser, free and clear of all Liens, on the terms and conditions herein set forth, in consideration for the payment of the Purchase Price by the Purchaser to the Target Shareholders, such that, at Closing, all of the voting securities of the Target will be owned by the Purchaser.
Purchase and Sale of Target Shares. (A) BASIC TRANSACTION. (B) ESCROW. (C) TOTAL CONSIDERATION AND TERMS.
(D) NET PAYABLE ADJUSTMENT. (E) NONCOMPETE. (F) THE CLOSING. (G) DELIVERIES AT THE CLOSING.
Purchase and Sale of Target Shares. (a) Basic Transaction *
(b) Purchase Price *
(c) The Closing *
(d) Deliveries at the Closing *
(e) Closing Adjustment *
Purchase and Sale of Target Shares. (a) Basic Transaction On and subject to the terms and conditions of this Agreement, (i) the Buyers agree to purchase from Seller, and Seller agrees to sell to Buyers, all of the Target Shares, and (ii) Target agrees to redeem from Seller, and Seller will sell to Target, all of the Redemption Shares.
(b) Purchase Price The purchase price to be paid by Buyers for the Target Shares (the "Purchase Price") shall be an amount equal to $1,015,543, to be paid in the form of the delivery to Seller of all 4,477,292 shares of Seller common stock held by Buyers and the cancellation of 5,978,349 options to purchase shares of Seller common stock held by Buyers. The purchase price to be paid by Target for the Redemption Shares shall be $2,500,000, to be paid (i) by delivery to Seller of a promissory note in substantially the form of Exhibit A hereto in the principal amount of $1,000,000, which shall be secured by all of the assets of Target pursuant to a Security Agreement in substantially the form of Exhibit B hereto, and (ii) by the grant to Seller of a License Agreement valued at $1,500,000 in substantially the form of Exhibit C hereto (the "License Agreement").
(c) The Closing The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Xxxxx and Xxxxxxx in Tampa, Florida, commencing at 9:00 a.m. local time on the second business day following the satisfaction or waiver of all conditions to the obligations of the Parties to consummate the transactions contemplated hereby (other than conditions with respect to actions the respective Parties will take at the Closing itself) or such other date as the Buyers and the Requisite Seller may mutually determine (the “Closing Date”); provided, however, that the Closing Date shall be no earlier than July 10, 2007.
(d) Deliveries at the Closing At the Closing, (i) the Seller will deliver to the Buyers the various certificates, instruments, and documents referred to in this Agreement, (ii) the Buyers will deliver to the Seller the various certificates, instruments, and documents referred to in this Agreement, (iii) Seller will deliver to the Buyers and Target stock certificates representing Target Shares as specified in §2(b) above, endorsed in blank or accompanied by duly executed assignment documents, (iv) the Buyers will deliver to Seller the consideration specified in §2(b) above, and (v) Target will deliver to Seller the consideration specified in §2(b) above.
Purchase and Sale of Target Shares. (a) Basic Transaction On and subject to the terms and conditions of this Agreement, Buyer agrees to purchase from Seller, and Seller agrees to sell to Buyer, Target Shares for the consideration specified below in this Section 2.
(b) Purchase Price Buyer agrees to pay to Sellers at the Closing One Dollar ($1.00) (the "Purchase Price") by check or cash payment.
(c) Closing The closing of the transactions contemplated by this Agreement (the "Closing") shall take place at the offices of Seller, in Duluth, Georgia, commencing at 9:00 a.m. local time on the second business day following the satisfaction or waiver of all conditions to the obligations of the Parties to consummate the transactions contemplated hereby (other than conditions with respect to actions the respective Parties will take at the Closing itself) or such other date as Buyer and Seller may mutually determine. The Closing shall be deemed to have taken place as of the close of business on July 31, 2003 (the "Closing Date").
(d) Deliveries at Closing At the Closing, (i) Seller will deliver to Buyer the various certificates, instruments, and documents referred to in Section 7(a) below, (ii) Buyer will deliver to Sellers the various certificates, instruments and documents referred to in Section 7(b) below, (iii) Seller will deliver to Buyer stock certificates representing Target Shares, endorsed in blank or accompanied by duly executed assignment documents together with the stock certificates representing the Retained Equity Interests and (iv) Buyer will deliver to Seller the Purchase Price.
Purchase and Sale of Target Shares. (a) Basic Transaction"_. On and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the Sellers, and the Sellers agree to sell to the Buyer on the Closing Date, all of their Target Shares for the consideration specified below in this Section 2.
Purchase and Sale of Target Shares. 2.1 2.2 2.3 2.4 2.5 Basic Transaction Deliveries Purchase Price The Closing Allocation of Purchase Price
Purchase and Sale of Target Shares. 5 (a) Basic Transaction.. . . . . . . . . . . . . . . . . . . . .5 (b)
Purchase and Sale of Target Shares. 6 (a) Basic Transaction. .................................................. 6 (b)
