Common use of Purchase and Sale of the Company Shares Clause in Contracts

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. (a) Upon On the terms and subject to the conditions set forth in this Agreement, at the Closing, (i) each Seller shall sell, transfer, convey, assign and deliver to Buyer, and Buyer will shall purchase, acquire and accept from ParentSellers, the full legal and Parent will sell, assign, transfer and convey to Buyer, all of Parent’s right, beneficial title and interest in and to the number of Company Shares set forth opposite such Seller’s name 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 GuarantorSchedule 2.2, free and clear of all LiensLiens (ii) each Exercised Other EMI Option shall be exercised immediately prior to, having and conditional upon, Closing and the terms, relative rights and preferences set forth resulting Company Shares issued in respect thereof to the Exercising Other EMI Optionholder will be acquired by Buyer in the certificate of designations in the form of Exhibit I (the “Certificate of Designations”) (the “Stock Consideration”manner provided by Section 1.5(b), (iii) a $17,500,000 promissory note each Exercised Minor EMI Option shall be exercised immediately prior to, and conditional upon, Closing and the resulting Company Shares issued in respect thereof to the Exercising Minor EMI Optionholder will be acquired by Buyer in the form of Exhibit H (the “Purchase Price Note”manner provided by Section 1.5(c), (iv)(A) each Exercised Unapproved Option shall be exercised immediately prior to, and conditional upon, Closing and the resulting Company Shares issued by Guarantor and, at the irrevocable direction of Parent, made payable in respect thereof to the order Exercising Unapproved Optionholder will be acquired by Buyer in the manner provided by Section 1.5(d) and (B) each Rollover Unapproved Option shall be surrendered and cancelled in exchange for a grant by Buyer of substitute options to acquire shares of Buyer Common Stock in the manner provided by Section 1.5(d), (v) each Minor ISO shall be cancelled and converted into the right to receive, for each Company Share subject to the cancelled Minor ISO, an amount in cash in the manner provided by Section 1.5(e)(i)), (vi)(A) each Cashed-Out Other ISO shall be cancelled and converted into the right to receive an amount in cash in the manner provided by Section 1.5(e)(ii) and (B) each Rollover ISO will be surrendered and cancelled in exchange for a grant by Buyer of substitute options to acquire shares of Buyer Common Stock in the manner provided by Section 1.5(e)(ii) and (vii) the Company Warrants will be (A) to the extent such Company Warrants are exercised as of immediately prior to Closing, exercised and the resulting Company Shares issued in respect thereof to the holder of the First Lien Lenders as set forth Company Warrant will be acquired by Buyer in the manner provided by Section 2.2(b)(iii)(C)1.5(g)(i) or, and (ivB) as additional consideration, at such times specified in Section 2.1(c), a contingent amount up to the maximum aggregate principal extent such Company Warrants are outstanding and not exercised as of immediately prior to Closing, transferred to Buyer in exchange for an amount of $26,250,000, payable in cash and Buyer Common Stock in the form of up to three Earn-Out Notes ormanner provided by Section 1.5(g)(ii). To clarify, at Guarantor’s option, in cash as provided in Section 2.1(c) (collectivelyfollowing the Closing, the “Purchase Price”). The Cash Consideration Buyer shall be subject to adjustment as contemplated by Section 2.4 the sole owner of all of the Company’s Shares and Section 6.12, in which case the term “Cash Consideration” all other Company Options or other securities (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”including any options or warrants of any kind) 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”)expired or cancelled.

Purchase and Sale of the Company Shares. (a) Upon Subject to the terms and subject to the conditions set forth in this Agreement, and in reliance on the representations, warranties and covenants of the Company and the Sellers, at the ClosingClosing (i) the Non-Signing Sellers (acting through an instruction to ESOP Management and Trust Services Ltd. (“ESOP”), Buyer will if applicable), shall sell and transfer to the Purchaser their respective Shares (in the aggregate, 73,142 of the Company Shares) pursuant to the terms of their respective Non-Signing Sellers Exercise, Sale and Waiver Letter (the total of such Shares of the Non-Signing Shares as is set forth on Exhibit A-3, hereinafter the “Non-Signing Sellers’ Shares”), (ii) the Signing Sellers (acting through an instruction to ESOP, if applicable), shall sell and transfer to the Purchaser a certain portion of their respective Shares (in the aggregate, 1,021,242 of the Company Shares) pursuant to the terms of their respective Signing Sellers Exercise, Sale and Waiver Letter (the total of such Shares of the Signing Shares as is set forth on Exhibit A-1, hereinafter the “Signing Sellers’ Shares”) and (iii) the Sellers, the Non-Signing Sellers and the Signing Sellers shall sell, assign, transfer and deliver to the Purchaser, in the aggregate, 1,094,384 of the Company Shares (each Seller, Non-Signing Seller and Signing Seller shall sell, assign, transfer and deliver to the Purchaser such number of Company Shares appearing opposite the name of such Seller, Signing Seller and Non-Signing Seller in Exhibit A, Exhibit A-1 and Exhibit A-3, respectively, in the column titled “Number of Purchased Shares” – such aggregate Shares, the “Purchased Shares”), representing 50% of the share capital of the Company on a Fully Diluted Basis, and (ii) the Purchaser shall purchase, acquire and accept from Parentthe Sellers, the Non-Signing Sellers and Parent will sell, assign, transfer and convey to Buyer, the Signing Sellers all of Parent’s rightthe Purchased Shares, 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 Guarantoreach case, free and clear of any and all Liens. At the Closing, having the terms, relative rights Purchaser shall purchase all (and preferences set forth in the certificate of designations in the form of Exhibit I (the “Certificate of Designations”not less than all) (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”)Purchased Shares.

Purchase and Sale of the Company Shares. (a) Upon the terms and subject to the conditions set forth in of this Agreement, at the Initial Closing and each Additional Closing, Buyer will Seller shall sell, transfer, convey, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Parent, and Parent will sell, assign, transfer and convey to Buyerthe Seller by paying the Purchase Price, all of Parent’s rightrights, 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 portion of 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 Guarantorset forth below, free and clear of all Liens, having excepting only restrictions on the termssubsequent transfer of the Company Shares by Purchaser imposed under applicable Laws, relative rights Company Corporate Documents, and preferences set forth the Shareholders Agreement (as the case may be). Such purchases shall be made as follows: (a) Tranche 1: Purchaser shall purchase and Seller shall sell the Initial Company Shares at the Initial Closing for the Tranche 1 Purchase Price, which shares shall represent 39.20 % of the fully diluted equity ownership of the Company as of the date of the Initial Closing; (b) Tranche 2: Purchaser shall purchase and Seller shall sell 1,570 (one thousand five hundred and seventy) Company Shares (“Tranche 2 Company Shares”) on or prior to the 90th day following the Initial Closing for the Tranche 2 Purchase Price (and simultaneously, the Purchaser shall also infuse $4,000,000 as primary equity capital into the Company and be issued common equity shares in the certificate Company against such subscription amount, or the Purchaser may also infuse this amount as a loan to the Company in accordance with applicable Laws), which shares (i.e., the Tranche 2 Company Shares and the shares allotted pursuant to the primary equity infusion contemplated hereunder) shall (together with the shares purchased under Section 2.1(a) above) represent 54.90% of designations the fully diluted equity ownership of the Company as of such Additional Closing; (c) Tranche 3: Purchaser shall purchase and Seller shall sell 1,960 (one thousand nine hundred and sixty) Company Shares (“Tranche 3 Company Shares”) on or prior to 12 months of the Initial Closing for the Tranche 3 Purchase Price (and simultaneously, the Purchaser shall also infuse $20,000,000 as primary equity capital into the Company and be issued common equity shares in the form Company against such subscription amount, or the Purchaser may also infuse this amount as a loan to the Company in accordance with applicable Laws), which shares (i.e., the Tranche 3 Company Shares and the shares allotted pursuant to the primary equity infusion contemplated hereunder) shall (together with the shares purchased and subscribed under Sections 2.1(a) and (b) above, as the case may be) represent 74.50% of Exhibit I the fully diluted equity ownership of the Company as of such Additional Closing; (the d) Tranche 4: Purchaser shall purchase and Seller shall sell 2,550 (two thousand five hundred and fifty) Company Shares (“Certificate of DesignationsTranche 4 Company Shares”) on or prior to 18 months of the Initial Closing for the Tranche 4 Purchase Price (and simultaneously, the Purchaser shall also infuse $14,000,000 as primary equity capital into the Company and be issued common equity shares in the Company against such subscription amount, or the Purchaser may also infuse this amount as a loan to the Company in accordance with applicable Laws), which shares (i.e., the Tranche 4 Company Shares and the shares allotted pursuant to the primary equity infusion contemplated hereunder) shall (together with the shares purchased and subscribed under Sections 2.1(a), (b) and (c) above, as the case may be) represent 100 % of the fully diluted equity ownership of the Company as of such Additional Closing. (e) The Company shall and the Purchaser shall ensure that all primary investments into the Company by the Purchaser as envisaged under this Section 2.1, aggregating to $38,000,000, shall be used solely for the purposes of repayment of the inter-company loans aggregating to $38,000,000 as existing on the books of the Company at Initial Closing (“Stock ConsiderationExisting Inter-Company Loans”), (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)(Cmore detail on Schedule 2.1 and within the time periods mentioned thereunder. (f) Any loan extended by the Purchaser to the Company pursuant to Sections 2.1(b) to 2.1(d) above shall be repaid (including any interest repayment or payment of charges) by the Company only after the Seller has been paid the entire Purchase Price. (g) The time periods mentioned in Sections 2.1(b), (c), and (ivd) as additional considerationabove may be extended by a maximum period of 90 (ninety) days, at such times specified only on account of any change in Section 2.1(cLaw that directly restricts or prohibits the completion of the actions contemplated in Sections 2.1(b), (c), and (d) above on a contingent amount up spot delivery basis, from being completed within the time periods mentioned thereunder, provided that an advance written notice of at least 15 (fifteen) days along with a detailed explanation of such change in Law and restriction is provided by the Purchaser to the maximum aggregate principal amount Seller. It is clarified that if there is any change in Law which prohibits the completion of $26,250,000the actions contemplated in Sections 2.1(b), payable in (c), and (d) within the form time periods mentioned thereunder, other than a change of up Law pertaining to three Earn-Out Notes or, at Guarantor’s option, in cash as provided in Section 2.1(c) (collectivelypurchase of Company Shares by the Purchaser on a spot delivery basis, the “Purchase Price”Purchaser and the Seller may mutually explore and agree on alternative structures / options to achieve the same commercial effect as pursuant to completion of the actions contemplated in Sections 2.1(b). The Cash Consideration , (c), and (d), such that in no event shall be subject to adjustment the Seller’s economic interest 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 under this Agreement 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”)prejudiced or affected.