PURCHASE AND SALE OF THE COMPANY. SHARES 16 2.1 Purchase and Sale of the Company Shares 16 2.2 Transactions to be Effected at the Closing 16 2.3 Purchase Price Adjustment 19 2.4 Earn-Out Amount 21 2.5 Exchange Procedures 22 2.6 Withholding 23 ARTICLE 3 THE CLOSING 23 3.1 Closing; Closing Date 23 ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE SELLERS 23 4.1 Organization 24 4.2 Binding Obligations 24 4.3 No Defaults or Conflicts 24 4.4 Company Shares 25 4.5 Litigation 25 4.6 Purchase for Own Account; Sophistication 25 4.7 Access to Information 25 4.8 Restricted Securities; Legends. 26 4.9 Brokers 27 4.10 Sellers Reliance 27 ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF THE COMPANY 27 5.1 Organization 27 5.2 Binding Obligations 27 5.3 No Defaults or Conflicts 28 5.4 Capitalization 28 5.5 Litigation 29 5.6 Financial Statements 30 5.7 No Undisclosed Liabilities 30 5.8 Intellectual Property 30 5.9 Compliance with Laws 33 5.10 Contracts 33 5.11 Taxes 35 5.12 Permits 37 5.13 Employee Benefit Plans 37 5.14 Employee and Labor Matters 39
PURCHASE AND SALE OF THE COMPANY. 2.1. Subject to the terms and conditions herein, on the Closing Date, Sellers shall sell to Purchaser and Purchaser shall purchase from Sellers four hundred thousand (400,000) Shares of the capital stock of the Company fully subscribed and paid for, free and clear from any Liens, and as consequence of that, the Information Business (collectively hereinafter referred to as “Transferred Shares”).
PURCHASE AND SALE OF THE COMPANY. Subject to the terms of this Agreement, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, all of Seller’s right, title and interest in and to the Purchased Stock in exchange for a cash payment on the Closing Date equal to $1.00 (the “Purchase Price”), which shall be satisfied as set forth in Section 2.3(a).
PURCHASE AND SALE OF THE COMPANY. STOCK 1 1.01 Purchase and Sale of the Company Stock 1 1.02 Initial Purchase Price 1
PURCHASE AND SALE OF THE COMPANY. SHARES AND INTANGIBLE ASSETS
PURCHASE AND SALE OF THE COMPANY. Upon the terms and subject to conditions set forth in this Agreement, Seller shall at the Closing sell, assign, grant, convey and deliver to Buyer, and Buyer shall acquire from Seller with effect from the Closing, all of its right, title and interest in and to the Company free and clear of all Liens, except for Permitted Liens.
PURCHASE AND SALE OF THE COMPANY. 1. Purchase and Sale of the Company. Sellers agree to sell, transfer and deliver to Purchaser, and Purchaser agrees to purchase and accept, upon the terms and conditions hereinafter set forth, at the Closing, as defined below, 100% of the membership interests (the "Membership Interests") of Catalyst Financial, LLC, a limited liability company organized under the laws of New York (the "Company"). Sellers are the owners of 100% of the Membership Interests of the Company. Upon the sale and transfer of the Sellers' Membership Interests to Purchaser, the Purchaser will own 100% of the Membership Interests of the Company and the Company shall maintain all registrations and/or approvals from the Commission and/or FINRA necessary to operate the broker-dealer business of the Company (the "Business") as an on-going concern as contemplated by this Agreement.
PURCHASE AND SALE OF THE COMPANY. Section 2.1 Purchase and Sale 16 Section 2.2 Purchase Price 16 Section 2.3 Pre-Closing Working Capital Adjustment 16 Section 2.4 Closing Working Capital Adjustment 17 Section 2.5 Closing 18 Section 2.6 Deliveries by the Buyer 19 Section 2.7 Deliveries by the Sellers 19 Section 2.8 Delivery by the Buyer to the Escrow Agent 19 Section 2.9 Buyer Affiliate Acquisitions 20 Section 2.10 Reorganization 20 Section 2.11 Currency 20 ARTICLE III
PURCHASE AND SALE OF THE COMPANY. Common Shares. Subject to the terms and conditions of this Agreement, at the Closing the Seller will sell and transfer to the Purchaser and the Purchaser will purchase from the Seller the Company Common Shares. The purchase price ("Common Shares Purchase Price") for the Company Common Shares shall be an aggregate of Sixteen Thousand Dollars ($16,000), which shall be paid to Seller on the Closing Date (as defined in Section 1.3 hereof).
PURCHASE AND SALE OF THE COMPANY. Upon the terms and subject to the satisfaction or waiver, if permissible, of the conditions set forth in this Agreement, at the Closing, the Seller shall sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser shall purchase, accept and acquire from the Seller, all of the Seller’s right, title and interest in and to the Company Equity Interests, free and clear of any and all Encumbrances other than (a) those set forth on Schedule 2.1, (b) restrictions on transfer of securities arising under applicable Legal Requirements or (c) those created by the Purchaser or any of its permitted assignees or delegees or arising out of the ownership of the Company Equity Interests by the Purchaser or its permitted assignees or delegees.
