Purchase and Sale of the Citizens JV Interest Sample Clauses

Purchase and Sale of the Citizens JV Interest. Subject to the terms and conditions of this Agreement, at the Effective Time, Citizens will sell, transfer, convey, assign and deliver to Adelphia and Adelphia will purchase from Citizens, the Citizens JV Interest. The purchase price to be paid by Adelphia to Citizens for the Citizens JV Interest is (i) cash in an amount equal to $27,726,609.78821, (ii) 1,852,302 shares of Adelphia Class A Common Stock and (iii) 0.119666 fractional shares of Adelphia Class A Common Stock to be treated in accordance with Section 1.09 of the Merger Agreement (collectively, the "Purchase Price"). On the Closing Date, Adelphia will (i) pay to Citizens cash in amount equal to $27,726,609.78821 (plus any cash in lieu of fractional shares) by wire transfer of immediately available funds to an account designated by Citizens at least three Business Days prior to Closing and (ii) deliver to Citizens stock certificates representing 1,852,302 shares of Adelphia Class A Common Stock. Adelphia will cause the Registration Statement to include the shares of Adelphia Class A Common Stock to be issued to Citizens pursuant to this Agreement or, if Adelphia reasonably determines that registration on the Registration Statement is not permitted under the Securities Act, such shares will be included in a separate effective registration statement at the time such shares are issued to Citizens. Adelphia agrees that the provisions of Sections 1.08 and 6.03 of the Merger Agreement shall also be applicable to the shares of Adelphia Class A Common Stock to be issued to Citizens pursuant to this Agreement. The closing of the purchase and sale of the Citizens JV Interest will take place at such time, date and place as the Closing of the Merger.
Sample 1
AutoNDA by SimpleDocs

Related to Purchase and Sale of the Citizens JV Interest

  • 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.

  • Purchase and Sale of the Interests Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell, assign, transfer, convey and deliver, free and clear of all Encumbrances (other than restrictions on transfer of securities imposed by applicable state and federal securities laws) to the Purchaser, the Interests, and the Purchaser shall purchase the Interests.

  • 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 Membership Interests Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser shall purchase from Seller, and Seller shall sell, assign, transfer and deliver to Purchaser, the Membership Interests free and clear of any Encumbrances.

  • 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 the Shares Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell to the Purchaser, and the Purchaser shall purchase from the Seller, the Shares.

  • Purchase and Sale of the Assets (a) Purchase and Sale of the Assets. Subject to the terms and conditions of this Agreement and on the basis of the representations, warranties, covenants and agreements herein contained:

  • Purchase and Sale of Equity Interest 1.1 Grant Rights Approved by Party C, Party B (the “Transferor”) hereby exclusively and irrevocably grants to Party A or any designated person (“Designated Persons”) an option to purchase, at any time according to steps determined by Party A, and at the price specified in Section 1.3 of this Agreement, from the Transferor a portion or all of the equity interests held by Party B in Party C (the “Option”). No Option shall be granted to any third party other than Party A and/or the Designated Persons. The “person” set forth in this Agreement means any individual person, corporation, joint venture, partnership, enterprise, trust or non-corporation organization.

  • Purchase and Sale of the Note Subject to the terms and conditions of this Agreement, and in reliance upon the representations and warranties set forth in this Agreement, you agree to purchase from the Company, and the Company agrees to issue and sell to you, a Note, in the aggregate principal amount of not less than $100,000, you have designated on the signature page of this Agreement, upon delivery by you, at or prior to the Closing Date, of the purchase price specified in Section 3. The Company will initially issue to you one Note registered in your name and payable to you in the aggregate principal amount of the Note being purchased by you.

  • Purchase and Sale of the Property Subject to the terms of this Agreement, Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, the Property for the Purchase Price.

Time is Money Join Law Insider Premium to draft better contracts faster.