PURCHASE AND SALE OF THE. ALL OF THE PURCHASED SHARES ----------------------------------------------------
PURCHASE AND SALE OF THE. Common Stock -------------------------------------
PURCHASE AND SALE OF THE. SHARES 1
PURCHASE AND SALE OF THE. ACQUIRED INTERESTS 1
1.1 Agreement to Sell and Purchase 1
1.2 Signing Date Deliverables 1
1.3 Purchase Price 1 1.4 The Closing 2 1.5 Conduct of Closing 2 ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF SELLER 3 2.1 Organization and Status 3 2.2 Power; Authority; Enforceability 3
2.3 No Violation 3 2.4 No Litigation 4 2.5 Consents and Approvals 4 2.6 Acquired Interests 4 2.7 Solvency 4 2.8 Compliance with Law 5 2.9 Taxes 5 2.10 Unregistered Securities 5 2.11 Broker’s Fees 5 2.12 Matters Relating to the Acquired Interests, the Project Company and the Wind Project 5 ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF PURCHASER 6
3.1 Organization and Status 6 3.2 Power; Authority; Enforceability 6
3.3 No Violation 6 3.4 No Litigation 6 3.5 Consents and Approvals 7 3.6 Solvency 7 3.7 Compliance with Law 7 3.8 No Reliance 7 3.9 Investment Intent 7 3.10 Accredited Investor 7 3.11 Broker’s Fee 8 ARTICLE 4 COVENANTS; OTHER OBLIGATIONS 8 4.1 Covenants Between Signing and Closing 8 4.2 Other Covenants 9
PURCHASE AND SALE OF THE. Purchased Preferred Units by the Issuer to the Buyers.
(a) The Restructuring shall have been completed prior to the Closing.
(b) The Issuer shall adopt, at or before the Closing, the Amended and Restated Operating Agreement.
(c) Upon the terms and subject to the conditions of this Agreement, Walgreens Buyer hereby agrees to subscribe for, purchase and acquire at the Closing and the Issuer hereby agrees to sell, issue and deliver to Walgreens Buyer at the Closing that number of Class E-2 Preferred Units and that number of Class F-2 Preferred Units, in each case, set forth opposite Walgreens Buyer’s name on EXHIBIT A, for an aggregate price equal to the Walgreens Purchase Price.
(d) Upon the terms and subject to the conditions of this Agreement, each Cigna entity hereby agrees to subscribe for, purchase and acquire at the Closing and the Issuer hereby agrees to sell, issue and deliver to such Cigna entity at the Closing that number of Class E-1 Preferred Units and that number of Class F-1 Preferred Units, in each case, set forth opposite the name of such Cigna entity on EXHIBIT A, (and, if the applicable conditions are satisfied, the Subsequent Closing Units) for an aggregate price equal to the Cigna Purchase Price.
(e) All of the transactions set forth in this Agreement to be taken at the Closing, including the delivery of documents, shall be deemed to take place simultaneously at the Closing.
(f) Upon the terms and subject to the conditions of this Agreement, and if the Subsequent Closing Units are not purchased at the Closing, Cigna hereby agrees to subscribe for, purchase and acquire at the Subsequent Closing and the Issuer hereby agrees to sell, issue and deliver to Cigna at the Subsequent Closing the Subsequent Closing Units in exchange for the Subsequent Closing Purchase Price (as defined on EXHIBIT A).
PURCHASE AND SALE OF THE. SHARES 1
1.01 Purchase and Sale of the Shares 1
1.02 Estimated Cash Purchase Price and Stock Consideration 1
1.03 The Closing 1 1.04 The Closing Transactions 2 1.05 Purchase Price Adjustments 3 1.06 Withholding 5 2.01 Conditions to the Purchaser’s Obligations 6 2.02 Conditions to the Company’s and the Seller’s Obligations 8 3.01 Organization and Corporate Power 9 3.02 Subsidiaries 10 3.03 Authorization; No Breach; Valid and Binding Agreement 10 3.04 Capital Stock 11 3.05 Financial Statements 11 3.06 Absence of Certain Developments 12 3.07 Title to Properties 14 3.08 Tax Matters 15 3.09 Contracts and Commitments 17 3.10 Intellectual Property 18 3.11 Litigation 19 3.12 Governmental Consents, etc. 19 3.13 Employee Benefit Plans 20 3.14 Insurance 21 3.15 Compliance with Laws 21 3.16 Environmental Compliance and Conditions 22 3.17 Affiliated Transactions 23 3.18 Employees 23 3.19 Customers 24 3.20 Brokerage 24 3.21 Data Privacy and Security 24 3.22 Regulatory 25 3.23 No Other Representations and Warranties 26 3A.01 Organization and Corporate Power 26 3A.02 Authorization; No Breach; Valid and Binding Agreement 27 3A.03 Capital Stock 27 3A.04 Litigation 27 3A.05 Governmental Consents, etc. 28 3A.06 Brokerage 28 3A.07 Investment Representations 28 3A.09 No Other Representations and Warranties 29 4.01 Organization and Corporate Power 29 4.02 Authorization 29 4.03 No Violation 30 4.04 Governmental Authorities; Consents 30 4.05 Litigation 30 4.06 Brokerage 30 4.07 Investment Representation 30 4.08 Financing 30 4.09 Solvency 32 4.10 Investigation 32 4.11 Capital Stock 32 4.12 Purchaser Shares 33 4.13 No Purchaser Material Adverse Effect 33 4.14 Application of Takeover Protections; Rights Agreement 33 4.15 SEC Documents 33 4.16 Registration Rights 34 4.17 Sufficient Authorized but Unissued Shares 34 4.18 No Shareholder Approval 34 4.19 No Reliance 34 4.20 No Other Representations and Warranties 34
PURCHASE AND SALE OF THE. TG Business. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing (as defined in Section 2.1) the Company shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from the Company, all of the Company's right, title and interest, as of the Closing, to and in the Included Assets (as defined in Section 1.3).
PURCHASE AND SALE OF THE. Water System.
(a) The City hereby sells, transfers and conveys to the Authority all of the City’s right, title and interest in and to the Components of the Water System. The Authority agrees to simultaneously sell to the City, and the City agrees to purchase from the Authority, the Components of the Water System at the Purchase Price (payable in installments) specified in Section 4.2 hereof and otherwise in the manner and in accordance with the provisions of this Installment Purchase Agreement and the Bond Law. The Authority hereby transfers and assigns to the City all of the Authority’s right, title and interest to all or any portion of the Components of the Water System.
(b) From time to time, at the request of the City, the Authority shall promptly deliver to the City any instruments necessary to confirm the rights of the City to the Components of the Water System.
PURCHASE AND SALE OF THE. Common Stock. Subject to the terms and conditions hereof, the Company hereby issues and sells to the Investors, and each Investors hereby purchases from the Company, the number of Shares set for opposite such Investor's name in Schedule 1, for a purchase price of $1.57 per share, resulting in an aggregate purchase price for all Shares sold pursuant to the terms hereof of $8,824,355.87.
PURCHASE AND SALE OF THE. SHARES 5 2.1 Purchase and Sale of the Shares. 4 2.2 Adjustments to Purchase Price. 6
