Purchase and Sale of the Acquired Interests. Subject to the terms and conditions of this Agreement, at the Closing, Sellers shall sell, assign, convey, transfer and deliver the Acquired Interests to Buyer, and Buyer shall purchase and accept from Sellers, the Acquired Interests free and clear of all Encumbrances, other than any transfer restrictions imposed by federal and state securities laws.
Purchase and Sale of the Acquired Interests. Upon the terms and subject to the conditions contained in this Agreement, and on the basis of the representations, warranties, covenants and agreements contained in this Agreement, (i) at the First Closing, the Company will sell, convey, transfer and assign to Buyer, and Buyer will purchase from the Company, all of Company’s right, title and interest in and to the First Closing Interests free and clear of all Liens other than any Liens arising under the Governing Documents of the Acquired Entities and any restrictions on sales of securities under applicable securities Laws, for the consideration specified in Section 2.2(a) and (ii) at the Second Closing, each Seller will sell, convey, transfer and assign to Buyer, and Buyer will purchase from each Seller, all of such Seller’s respective right, title and interest in and to the Second Closing Interests free and clear of all Liens other than any Liens arising under the Governing Documents of the Acquired Entities and any restrictions on sales of securities under applicable securities Laws, for the consideration specified in Section 2.2(b).
Purchase and Sale of the Acquired Interests. In reliance upon the representations and warranties of the parties contained herein, and on the terms and subject to the conditions herein set forth: (a) the Seller hereby sells, conveys, assigns, transfers and delivers as of the Effective Date the Acquired Interests to the Buyer and (b) the Buyer hereby purchases and agrees to pay the purchase price for the Acquired Interests (the “Purchase Price”). Buyer hereby agrees to pay as the Purchase Price Buyer’s proportionate share of all of the Advisor’s fees and expense reimbursements to be incurred from and after the Effective Date and payable by the Buyer to the Advisor.
Purchase and Sale of the Acquired Interests. Subject to the terms and conditions of this Agreement, the Owner will sell and deliver to ASII, on or before the Closing Date (defined below), certificates representing the Acquired Interests, duly endorsed in blank. In consideration of the Acquired Interests to be sold by the Owner, ASII shall issue and deliver to the Owner, on the Closing Date (defined below), a promissory note (the “Closing Note”), in the form of Exhibit A attached hereto which will provide for the following consideration:
(a) $1,000,000 in cash payable on or before [Date two months from Closing Date] to be secured by the Acquired Interests, the assets of Acquired Company and additional protections set forth therein;
(b) $1,000,000.00 by delivery of 1,000 shares of the Series B Preferred Stock of ASII (the (“Series B Shares”); and
(c) $1,000,000.00 by the delivery of a secured promissory note to be secured by the Acquired Interests, the assets of Acquired Company and additional protections set forth therein.
Purchase and Sale of the Acquired Interests. Subject to and in accordance with the terms and conditions set forth herein, at the Closing, Buyer shall purchase (i) from PRE III all of the PRE Wildcat Holdings Interest, and (ii) from the Individual Sellers and PBS PRE III-B Holdings, all of the PBS Holdings Interest owned by each such Seller, and such Sellers shall sell, transfer, assign, convey and deliver to Buyer, all of the Acquired Interests, free and clear of any Liens (other than transfer restrictions arising under the Securities Act and applicable state securities Laws).
Purchase and Sale of the Acquired Interests. Upon the terms and subject to the conditions contained herein, Seller shall sell, transfer, assign, convey and deliver to Buyer, free and clear of all Liens (other than Liens arising under applicable securities Laws and any Lien relating to the transferability of securities pursuant to the terms of the Organizational Documents of the Companies), and Buyer shall purchase, acquire and accept from Seller, all right, title and interest of Seller in and to the Acquired Interests in exchange for a payment of cash in an aggregate amount equal to the Purchase Price as described more fully in this Article 2.
Purchase and Sale of the Acquired Interests. CLOSING 3 2.1Purchase and Sale of the Acquired Interests 3 2.2Purchase Price 3 2.3Time and Place of Closing 4 2.4Deliveries and Actions at Closing 4 2.5Purchase Price Adjustments 7 2.6Rollover Participants 10
Purchase and Sale of the Acquired Interests. Upon the terms and subject to the satisfaction or due waiver of the conditions contained in this Agreement, and subject to Section 2.6, at the Closing, (i) each Seller shall sell, assign, convey, transfer and deliver to Majority Buyer, and Majority Buyer shall purchase and accept from each Seller, all of the Acquired Interests other than the Minority Share and (ii) Holdings shall sell, assign, convey, transfer and deliver to Minority Buyer, and Minority Buyer shall purchase and accept from Holdings, one Series A Share that is part of the Acquired Interests (the “Minority Share”). Notwithstanding the foregoing, in the event that there is at least one Rollover Participant that retains at least one Rollover Share, then (x) all of the Acquired Interests (including, for the avoidance of doubt, the Minority Share) will be purchased by Majority Buyer and Minority Buyer will not acquire any of the Acquired Interests, (y) all references to Buyers in the Agreement shall refer only to the Majority Buyer, and (z) the Acquired Interests shall exclude any Rollover Shares to the extent there are any Rollover Participants.
Purchase and Sale of the Acquired Interests. Upon the terms and subject to the conditions of this Agreement, at the Closing (a) US Seller shall assign, transfer and deliver to US Buyer, and US Buyer shall acquire from US Seller, all of the US Acquired Interests and (b) International Seller shall assign, transfer and deliver to International Buyer, and International Buyer shall acquire from International Seller, all of the International Acquired Interests, in each case, free and clear of all Liens (other than transfer restrictions arising under applicable securities Laws), with the consideration for such Acquired Interests to be payable by Buyers as set forth in Section 2.4(b), subject to the adjustments set forth in this Agreement.
Purchase and Sale of the Acquired Interests
