Purchase and Sale of the Company Shares. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser will purchase, acquire and accept from each Seller, and each Seller will sell, assign, transfer, convey and deliver to Purchaser, free and clear of all Liens (other than Permitted Liens), the Company Shares held by such Seller in exchange for such Seller’s portion of the Purchase Price (as further set forth below).
Purchase and Sale of the Company Shares. On the terms and subject to the conditions of this Agreement, Buyer agrees to purchase the Company Shares from Sellers, and Sellers agree to sell the Company Shares to Buyer.
Purchase and Sale of the Company Shares. Subject to the terms and conditions of this Agreement, on the date hereof, the Shareholder agree to sell and convey to Buyer, free and clear of all Encumbrances (as defined in Section 2.1.8.1 hereof), and Buyer agrees to purchase and accept from the Shareholder, all of the Company Shares. In consideration of the sale of the Company Shares, Buyer shall pay to the Shareholder $7,000,000 in cash by wire transfer of immediately available funds, and the Cash Adjustment Payment (as defined in Section 1.3 hereof), if any, in accordance with Section 1.3 hereof.
Purchase and Sale of the Company Shares. (a) Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Buyer will purchase, acquire and accept from Parent, and Parent will sell, assign, transfer and convey to Buyer, all of Parent’s right, title and interest in and to the Company Shares in exchange for the Purchase Price (the “Acquisition”).
(b) The aggregate purchase price payable by Buyer to Parent for the Company Shares shall be equal to (i) $185,000,000 in Cash (the “Cash Consideration”), (ii) 4,008,439 shares of the mandatorily convertible preferred stock (the “Mandatorily Convertible Preferred Stock”) of Guarantor, free and clear of all Liens, having the terms, relative rights and preferences set forth in the certificate of designations in the form of Exhibit I (the “Certificate of Designations”) (the “Stock Consideration”), (iii) a $17,500,000 promissory note in the form of Exhibit H (the “Purchase Price Note”), issued by Guarantor and, at the irrevocable direction of Parent, made payable to the order of the First Lien Lenders as set forth in Section 2.2(b)(iii)(C), and (iv) as additional consideration, at such times specified in Section 2.1(c), a contingent amount up to the maximum aggregate principal amount of $26,250,000, payable in the form of up to three Earn-Out Notes or, at Guarantor’s option, in cash as provided in Section 2.1(c) (collectively, the “Purchase Price”). The Cash Consideration shall be subject to adjustment as contemplated by Section 2.4 and Section 6.12, in which case the term “Cash Consideration” (and thus the term “Purchase Price”) shall refer to the Cash Consideration (and thus the term Purchase Price) as adjusted in accordance with Section 2.4 and used accordingly. An amount equal to $5,000,000 (the “Escrow Amount”) shall be delivered by Buyer from the Cash Consideration to the Escrow Agent under an escrow agreement to be entered into on the Closing Date by Buyer, Parent, and the Escrow Agent substantially in the form of Exhibit E hereto (with such reasonable modifications as the Escrow Agent may require) (the “Escrow Agreement”).
Purchase and Sale of the Company Shares. Upon the terms and subject to the conditions herein set forth, Seller agrees to sell, convey, transfer, assign and deliver to Buyer and Buyer agrees to purchase and accept from Seller, on the Closing Date, the Company Shares as set forth on Schedule 2(a), being all of the fully paid ordinary shares in the capital of the Company.
Purchase and Sale of the Company Shares. At the Closing, upon the terms and subject to the conditions set forth herein, Seller shall sell, assign, transfer and convey to Buyer, and Buyer shall purchase and acquire from Seller a number of issued and outstanding Company Shares, free and clear of any Liens, representing 0.6584139% (zero point six five eight four one three nine percent) of its total and voting capital stock (the "Acquired Shares").
Purchase and Sale of the Company Shares. 6 2.1 Basic Transaction...................................................................6 2.2
Purchase and Sale of the Company Shares. Upon the terms and subject to the conditions set forth herein, and pursuant to the Plan of Reorganization, at the Closing, Purchaser shall deposit with the Paying Agent for distribution to the Eligible Members pursuant to the Paying Agent Agreement, an amount equal to the Eligible Member Payment, and the Company shall transfer and deliver to Purchaser or an Affiliate of Purchaser so designated by Purchaser, one hundred percent (100%) of the Company Shares, free and clear of all Liens (other than any restrictions under the Securities Laws or Liens created by or resulting from actions of Purchaser).
Purchase and Sale of the Company Shares. Upon and subject to the terms and conditions of this Agreement, Purchaser hereby undertakes to purchase from each Seller, and each Seller hereby undertakes to sell and transfer to Purchaser all legal and beneficial interest in that number of Company Shares set forth opposite such Seller’s name in Schedule 1 hereto together with all rights now or hereafter attaching thereto.
Purchase and Sale of the Company Shares. Subject to the terms and conditions of this Agreement, on the date hereof, the Shareholder agrees to sell and convey to Buyer, free and clear of all Encumbrances (defined below) and Buyer agrees to purchase and accept from the Shareholder, all of the Company Shares and all of the Shareholder-Owned Subsidiary Shares. In consideration of the sale of the Company Shares and the Shareholder-Owned Subsidiary Shares, Buyer shall pay to the Shareholder $9,575,000 in cash by wire transfer of immediately available funds, and the Cash Adjustment Payment (as defined in Section 1.3 hereof), if any, in accordance with Section 1.3 hereof. In addition, on the date hereof Buyer shall pay to the Shareholder $525,000 in satisfaction of all debts remaining due to the Shareholder or irs affiliates on the date hereof. The term "Encumbrances" means all liens, security interests, pledges, mortgages, deed of trust, claims, rights of first refusal, options, charges, restrictions or conditions to transfer or assignment, liabilities, obligations, privileges, equities, easements, rights-of-way, limitations, reservations, restrictions and other encumbrances of any kind or nature.
