PURCHASE AND SALE OF THE COMPANY. SHARES 15 2.1 Purchase and Sale of the Company Shares 15 2.2 Transactions to be Effected at the Closing 15 2.3 Purchase Price Adjustment 17 ARTICLE 3 THE CLOSING 19 3.1 Closing; Closing Date 19 ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE SELLER 19 4.1 Organization 20 4.2 Binding Obligations 20 4.3 No Defaults or Conflicts 20 4.4 Governmental Authorization 20 4.5 The Company Shares 21 4.6 Litigation 21 4.7 Brokers 21 4.8 Seller’s Reliance 21 ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF THE COMPANY 21 5.1 Organization and Qualification 21 5.2 Binding Obligations 22 5.3 No Defaults or Conflicts 22 5.4 Governmental Authorization 22 5.5 Capitalization 23 5.6 Litigation; Governmental Orders 23 5.7 Subsidiaries 23 5.8 Financial Statements 24 5.9 Intellectual Property 25 5.10 Compliance with Laws 27 5.11 Contracts 28 5.12 Taxes 31 5.13 Permits 32 5.14 Employee Benefit Plans 33 5.15 Employee and Labor Matters 34 5.16 Environmental Compliance 34 5.17 Insurance 35 5.18 Real Property 36 5.19 Tangible Personal Property 37 5.20 Business Assets 37 5.21 Affiliate Transactions 37 5.22 Absence of Certain Changes or Events 37 5.23 Banking Facilities 39 5.24 Brokers 40 5.25 Customers and Suppliers 40 5.26 Solvency 40 5.27 Company’s Reliance 40 5.28 Exclusivity of Representations 40 ARTICLE 6 REPRESENTATIONS AND WARRANTIES OF THE BUYER 41 6.1 Organization 41 6.2 Binding Obligations 41 6.3 No Defaults or Conflicts 41 6.4 Governmental Authorization 42 6.5 Litigation 42 6.6 Brokers 42 6.7 Solvency 42 6.8 Sufficient Funds 42 6.9 Investment Purpose 42 6.10 Buyer’s Reliance 43 6.11 Exclusivity of Representations 43 ARTICLE 7 COVENANTS 44 7.1 Confidentiality 44 7.2 Public Announcements 44 7.3 Retention of Books and Records 45
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”).
2.2. Each one of Sellers will transfer to Purchaser two hundred thousand (200,000) Shares currently owned by each of them. As a result of the Transaction, the shareholding structure of the Company, after the Closing, shall be as follows: SHAREHOLDER NUMBER OF SHARES CAPITAL STOCK Purchaser 400,000 R$ 400,000.00 Xxxxxxx 50,000 R$ 50,000.00 Alexandre 50,000 R$ 50,000.00
2.3. Ricardo’s Spouse and Alexandre’s Spouse expressly agree with the Transaction and the transfer of the Transferred Shares to the Purchaser, granting to it irrevocable and irreversible release, having nothing further to claim at any time and on any account in relation to the ownership of the Transferred Shares.
PURCHASE AND SALE OF THE COMPANY. SHARES AND INTANGIBLE ASSETS
1.1 PURCHASE OF THE COMPANY SHARES AND INTANGIBLE ASSETS FROM THE SELLERS. Subject to and upon the terms and conditions of this Agreement, at the closing of the transactions contemplated by this Agreement (the "Closing"):
(a) the Sellers shall sell, transfer, convey, assign and deliver to the Buyer, and the Buyer shall purchase, acquire and accept from Sellers, all of the Company Shares; and
(b) the Sellers shall sell, assign and deliver to Buyer and Buyer shall purchase and accept from Sellers, all of Seller's right, title and interest to all of the intangible assets necessary to conduct or used by Sellers in connection with the operation of the Company's business including, but not limited to, the ongoing business and customer relationships possessed by Sellers, Sellers' industry knowledge and Sellers' familiarity and relationships with suppliers (collectively referred to herein as the "Intangible Assets").
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. SHARES 15 2.1 Purchase and Sale of the Company Shares 15
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.
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. 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. 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
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.
