Purchase and Sale of the Company Stock Sample Clauses

Purchase and Sale of the Company Stock. Subject to the terms and conditions of this Agreement, (a) Seller agrees to sell and transfer the ownership of, and Buyer agrees to purchase, all of the Company Stock. (b) Buyer agrees to purchase and acquire from Seller the Company Stock at an aggregate amount of Euro One Billion One Hundred and Fourteen Million One Hundred and Nine Thousand and Three Hundred and Forty Three (€1,114,109,343.00) (the “Purchase Price”) (€16.42475 per share), free and clear of any withholding Taxes, to be paid at Closing. (c) Buyer shall deliver the Purchase Price to Seller at the Closing by wire transfer in funds immediately available at the account notified by Seller to Buyer at least three (3) Business Days prior to the Closing. (d) The Parties agree that there shall not be any adjustment to the Purchase Price, except as expressly stated in this Agreement. (e) The transfer of the Company Stock to Buyer shall be made pursuant to a transfer agreement substantially in the form of Exhibit 2.1 attached hereto (the “Transfer Agreement”) and in accordance with the requirements of the Company Law and the Tax Law.
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Purchase and Sale of the Company Stock. Subject to the terms and conditions set forth herein, at the Closing, the Sellers shall sell, transfer and deliver to the Buyer, and the Buyer shall purchase, acquire and accept from the Sellers, free and clear of all liens, encumbrances, charges, claims, rights, interests, security interests and any other encumbrances whatsoever, the Company Stock.
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Purchase and Sale of the Company Stock. The Buyer and the Seller hereby agree that upon the terms and subject to the satisfaction or waiver, if permissible, of the conditions set forth herein, the Seller shall sell, transfer and deliver to the Buyer and the Buyer shall purchase from the Seller, free and clear of all Encumbrances, the Company Stock for a purchase price equal to two hundred million dollars ($200,000,000) (the "Purchase Price") in cash as adjusted pursuant to Sections 2.4 and 2.5.
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Purchase and Sale of the Company Stock. (a) Subject to the terms and conditions in this Agreement, at the Closing, Buyer shall (or shall cause any Subsidiary to which Buyer has assigned its rights hereunder to) purchase and acquire from Sellers, and Sellers shall sell, assign, transfer and convey to Buyer (or any Subsidiary to which Buyer has assigned such rights), all of the Company Stock, free and clear of all Liens other than transfer restrictions arising under federal and state securities laws. (b) In furtherance of the purchase and sale of the Company Stock, at the Closing: (i) Buyer will: (A) make payment to the Sellers of an aggregate amount equal to the Estimated Aggregate Closing Consideration, as provided by the Sellers in accordance with Section 1.02(b), by wire transfer of immediately available funds to the accounts specified by the Sellers in writing prior to the Closing in accordance with each Seller’s Pro Rata Amount of the Estimated Aggregate Closing Consideration; (B) deposit $1,000,000 (the “Escrow Amount”) by wire transfer of immediately available funds into an escrow account (the “Escrow Account”) established pursuant to the escrow agreement attached hereto as Exhibit A (the “Escrow Agreement”) among Buyer, the Sellers, and the Escrow Agent; and (C) pay, on behalf of the Company, the Indebtedness, as reported by the Sellers in accordance with Section 1.02(b), by wire transfer of immediately available funds to the accounts designated by the holders of such Indebtedness in their respective Payoff Letters; provided, however, that all Transaction Expenses described in clauses (ii), (iii) and (iv) of the definition of such term shall be paid at the time provided in the Plan, Benefit Program or Agreement, or other agreement or arrangement establishing such Transaction Expenses. (ii) Sellers will deliver, or cause to be delivered, to Buyer all of the Company Stock.
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Purchase and Sale of the Company Stock. Upon the terms and subject to the conditions of this Agreement, Purchaser shall purchase from Seller and accept the transfer from Seller at the Closing, and Seller shall sell, assign, transfer, and deliver to Purchaser at the Closing, all of the Company Stock, free and clear of all Liens (other than restrictions on transfer under applicable federal and state securities Laws), in exchange for the consideration specified in, and delivered in accordance with, this Article I (the "Transaction"). All other equity interests in the Company not held by Seller, including the Series C Preferred Stock and any outstanding Options of the Company will be redeemed or otherwise cancelled, respectively, concurrently with the Closing, such that Purchaser will own 100% of the issued and outstanding shares of capital stock of the Company immediately after the consummation of the Transaction.
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Purchase and Sale of the Company Stock. 1.01 Purchase and Sale of the Company Stock. Upon and subject to the terms and conditions set forth in this Agreement, at the Closing, Seller shall sell, assign, transfer and convey to Purchaser, and Purchaser shall purchase and acquire from Seller, the Purchased Shares, free and clear of all Encumbrances, other than those imposed by applicable securities Laws. As consideration for the Purchased Shares, upon and subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall pay to Seller the Closing Consideration and deliver to the Escrow Agent the Purchase Price Adjustment Escrow Amount.
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Purchase and Sale of the Company Stock. At the Closing (as defined in Section 4), Seller shall convey, assign, transfer and deliver to Purchaser all of Seller's right, title and interests in and to all of the issued and outstanding shares of stock of the Company owned by Seller as shown in Exhibit "A" (the "Stock"). Such sale shall be effected by the delivery of certificates and/or stock endorsed in blank or to the order of Purchaser. Simultaneously therewith, Purchaser shall deliver to Seller the consideration provided for in paragraph 2 hereof.
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Purchase and Sale of the Company Stock. Upon and subject to the terms and conditions set forth in this Agreement, at the Closing, Seller shall sell, assign, transfer and convey to Purchaser, and Purchaser shall purchase and acquire from Seller, the Purchased Shares, free and clear of all Encumbrances, other than those imposed by applicable securities Laws. As consideration for the Purchased Shares, upon and subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall pay to Seller the Closing Consideration and deliver to the Escrow Agent the Purchase Price Adjustment Escrow Amount.
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Purchase and Sale of the Company Stock 
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Related to Purchase and Sale of the Company Stock

  • Purchase and Sale of the Units At the Closing, upon the terms and subject to the conditions set forth in this Agreement, the Seller shall sell, assign, transfer, deliver and convey to the Buyer, free and clear of any Liens, and the Buyer shall purchase, accept and acquire from the Seller, the Units.

  • 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 Common Shares Upon the following terms and subject to the conditions contained herein, the Company shall, on the date hereof, issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of ten million two hundred thousand shares of Common Stock (the "Common Shares"). As consideration, the Purchaser shall assume financial and operational responsibility of the Company and perform certain terms and conditions as detailed in an agreement between the Purchaser and the Company dated March 11, 2005.

  • Purchase and Sale of Common Stock Subject to the terms and conditions set forth herein, the Company shall issue and sell to the Investor, and the Investor shall purchase from the Company, up to that number of Shares having an aggregate Purchase Price of Ten Million dollars ($10,000,000).

  • Purchase and Sale of Shares Closing Subject to the terms and conditions of this Agreement, the Company agrees to sell to Purchaser at the Closing, and Purchaser agrees to purchase from the Company at the Closing, 10,000,000 shares of Common Stock (the “Shares”), at a price per share of $6.00 (the “Purchase Price”). Subject to the satisfaction or waiver of the covenants and conditions set forth in Sections 2.3 and 2.4, the Closing shall occur on the date hereof at the offices of Xxxxxxxx & Xxxxxxxx or such other location as the parties shall mutually agree.

  • Purchase and Sale of Shares 2.1.1. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, transfer and deliver to Buyer, free and clear of all Liens (other than Liens under the Securities Act and any other applicable state or foreign securities Laws), and Buyer shall purchase from Seller, all right, title and interest in and to the Shares.

  • Purchase and Sale of the Assets Except for the Excluded Assets set forth in Section 2.2 below, at and as of the Effective Time, the Sellers shall Transfer to the Purchaser, and the Purchaser shall purchase and accept from the Sellers, free and clear of all Liens to the maximum extent provided in the Sale Approval Order, all of the Sellers’ right, title and interest in and to the following assets (the “Transferred Assets”): (a) the Accounts Receivable, a recent summary schedule of which is attached hereto as Schedule 2.1(a) (it being understood that such schedule does not reflect Accounts Receivable as of the Closing Date that will be included in the Transferred Assets); (b) the Equipment and Other Personalty whether located at the Transferred Facilities of the Sellers or elsewhere; (c) the Intellectual Property primarily used in the Business, including, without limitation, the patented or registered Intellectual Property set forth on Schedule 2.1(c) and pending patent applications or other applications for the registration of Intellectual Property; (d) all Inventory, a recent summary schedule of which is attached hereto as Schedule 2.1(d) (it being understood that such schedule does not reflect Inventory as of the Closing Date that will be included in the Transferred Assets); (e) all rights of the Sellers under Assigned Contracts; (f) originals or copies of all books, financial and other records and information which has been reduced to written, recorded or encoded form, in each case to the extent related to the Business (collectively, the “Books and Records”); (g) licenses and permits primarily used in the operation of the Business, to the extent transferable; (h) subject to the Purchaser’s right to reject any lease of Real Property in accordance with the terms of this Agreement, owned and leased Real Property primarily used in the operation of the Business, each parcel of which is set forth on Schedule 2.1(h); (i) any warranties of third parties on any Transferred Assets; (j) all prepaid expenses, security deposits and other credits owed to the Sellers from third parties, to the extent primarily related to the Transferred Assets; (k) all rights and incidents under policies, contracts or arrangements related to insurance of any Seller to the extent related to Assumed Liabilities or Transferred Assets and to the extent transferable (it being understood that (i) such policies will be cancelled at Closing and the Sellers will be entitled to any refunds upon such cancellation and (ii) the Sellers’ directors and officers insurance policies will constitute Excluded Assets in all respects); (l) all rights and claims of the Sellers of every kind and description under all non-disclosure, confidentiality, non-competition, non-solicitation, assignment of invention and other agreements of a comparable nature with (i) all present and former employees of the Sellers other than Eligible Employees who are hired by the Purchaser to the extent such agreements relate to the Transferred Assets and (ii) all Eligible Employees who are hired by the Purchaser whether or not such agreements relate to the Transferred Assets; and (m) all other assets primarily related to the Business, other than any Excluded Assets.

  • Purchase and Sale of Acquired Assets On the Closing Date but effective as of the Effective Date, each Seller shall sell, transfer, deliver, convey and assign to Purchaser, and Purchaser shall purchase, acquire, and accept from such Seller, upon the terms and conditions stated herein, all of such Seller’s right, title and interest in and to the following: (a) All hardware, third-party software licenses, documentation, third-party trademark licenses, fixtures, furniture, equipment and other assets of such Seller, in each case, which is necessary to satisfy such Seller’s obligations under the Assumed Contracts, as identified on Schedule 1.1 attached hereto (the “Transferred Resources”), to the fullest extent transferable by such Seller to Purchaser (or if not at all transferable, a mutually acceptable arrangement shall be structured as provided in Section 8.4); (b) All right, title, and interest of such Seller in and to the source code, object code, schematics, design tools, and all associated documentation for all of such Seller’s past or present software products (including but not limited to Connect CCB, Connect IXC, Access IM, Connect RTR, IPC, WPM, Marketing Dashboard, Revenue Assurance Suite, Communications Resources Manager (CRM), and EBP&P), and all of such Seller’s software tools, subroutines, and other components, whether completed or under development, all prior or unreleased versions thereof, and all tangible embodiments (and all copies, extracts, or analyses thereof) in any medium whatsoever, and all right, title, and interest of such Seller in and to its copyrights, patents, trademarks, service marks, trade dress, and any applications therefor (including U.S. patent application number 12055933), and any related Intellectual Property Rights (as defined in Section 2.2) of such Seller, and all rights under any and all contracts for the acquisition or development of any of the foregoing, including without limitation assignments to such Seller, covenants to assign inventions to such Seller (including without limitation those assignments contained in subcontractor agreements), covenants to cooperate with such Seller’s obtaining protections of intellectual property, other provisions for ownership by such Seller of a work-for-hire, any and all confidentiality and non-disclosure agreements in favor of a Seller and all agreements similar to the foregoing, in each case to the fullest extent transferable by such Seller to Purchaser (or if not at all transferable, a mutually acceptable arrangement shall be structured as provided in Section 8.4) (collectively, the “Intellectual Property”); (c) All right, title, and interest (including rights to payment for customer services which services were rendered on or following the Effective Date or for Software (as hereinafter defined) for periods on or following the Effective Date) of such Seller in and under the Assumed Contracts (as hereinafter defined) on and after the Effective Date, including any successor agreements to the Assumed Contracts which are entered into by such Seller with respect to the Business prior to the Closing Date (the “Contract Rights”); (d) Cash in an amount, when all such payments made by Sellers are aggregated, equal to Ninety Seven Thousand Three Hundred Seventy-Four Dollars and 52/100 ($97,374.52) (“Prepaid Customer Funds” and, together with the Transferred Resources, Intellectual Property, and Contract Rights, the “Acquired Assets”), which amount represents prepaid but undelivered maintenance obligations under the Assumed Contracts with Bresnan (in an amount equal to $7,760); Xxxxxxxxxx (in an amount equal to $40,000); Westel (in an amount equal to $6,533); and Page One (in an amount equal to $43,081.52); (e) All receivables and rights to payment arising with respect to customer services provided on or after the Effective Date or Software for periods on or following the Effective Date relating to any Acquired Assets; (f) Copies of those books and records of such Seller directly related to the Acquired Assets, including invoices, purchase orders, and vendor and customer correspondence; and (g) All goodwill and other intangible assets associated with the foregoing; in each case wherever located, but specifically excluding those assets described in Section 1.2.

  • Purchase and Sale of Units The Purchaser hereby subscribes for and purchases from the Company, and the Company hereby issues and sells to the Purchaser, 25,000 units (the “Initial Units”) at a purchase price of approximately $.003478 per Initial Unit for an aggregate purchase price of $86.95. Each Initial Unit consists of one share of Common Stock and one warrant (an “Initial Warrant”) to purchase one additional share of Common Stock for $6.00 in accordance with the terms of the Warrant Agreement to be entered into by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, which shall be substantially in the form attached hereto as Exhibit A (the “Warrant Agreement”). The Initial Units, together with the underlying Common Stock and the Initial Warrants, are referred to herein as the “Securities.”

  • Purchase and Sale of Stock Purchaser hereby agrees to purchase from the Company, and the Company hereby agrees to sell to Purchaser, an aggregate of 37,500 shares of the Common Stock of the Company (the "Stock") at $0.01 per share, for an aggregate purchase price of $375.00, payable in cash. The closing hereunder, including payment for and delivery of the Stock, shall occur at the offices of the Company immediately following the execution of this Agreement, or at such other time and place as the parties may mutually agree (the "Closing").

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