Purchase and Sale of the Equity Interests. On the terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase and accept from Seller, the Equity Interests, free and clear of all Encumbrances, except any Encumbrances arising under applicable securities Laws.
Purchase and Sale of the Equity Interests. (i) At the Closing, upon the terms and subject to the conditions of this Agreement, Seller will sell, transfer, assign, convey and deliver to Purchaser, and Purchaser will purchase and accept from Seller, the Equity Interests of each Target Entity set forth beside such Target Entity’s name in Section 2.1(a)(i) of the Seller Disclosure Schedule free and clear of all Encumbrances as contemplated in this Article II.
(ii) In consideration for the Equity Interests, Purchaser shall pay to Seller an aggregate amount in cash equal to (A) $110 million (the “Base Purchase Price”) minus (B) the amount of Estimated Indebtedness, (C) (1) plus the amount, if any, by which Estimated Closing Working Capital (after giving effect to the Pre-Closing Dividend) exceeds Target Working Capital or (2) minus the amount, if any, by which Target Working Capital exceeds Estimated Closing Working Capital (after giving effect to the Pre-Closing Dividend), (D) minus the amount of Estimated Transaction Expenses (such aggregate amount payable to Seller at Closing pursuant to this Section 2.1(a)(ii), the “Estimated Purchase Price”, and as adjusted pursuant to Section 2.3, the “Purchase Price”). At the Closing; (A) subject to Section 2.6(d), Purchaser shall pay to Seller an aggregate amount in cash equal to the Estimated Purchase Price minus the Escrow Amount (the “Closing Payment”); and (B) Purchaser shall deposit with the Escrow Agent, the Escrow Amount (such amount, including any interest or other amounts earned thereon and less any disbursements therefrom in accordance with the Escrow Agreement, the “Escrow Fund”, to be held for a period of eighteen (18) months following the Closing Date in accordance with the terms of the Escrow Agreement for the purpose of securing certain indemnification obligations as set forth in this Agreement.
Purchase and Sale of the Equity Interests. Upon the terms and subject to the conditions of this Agreement and the Plan, at the Closing, the Seller shall sell to the Purchaser the Purchased Assets, and the Purchaser shall purchase the Purchased Assets.
Purchase and Sale of the Equity Interests. (a) At the Principal Closing, upon the terms and subject to the conditions of this Agreement, Sapphire agrees to cause the Equity Sellers to sell, assign, transfer, convey and deliver to Buyer, and Buyer agrees to, or to cause its Affiliates to, purchase, acquire and accept from the Equity Sellers, all of the Equity Sellers’ right, title and interest in and to the Principal Business Equity Interests; provided, however, that the sale of the Put Option Equity under the Transfer Agreements is subject to the exercise of the applicable Put Option.
(b) At each Deferred Closing, upon the terms and subject to the conditions of this Agreement, Sapphire agrees to cause the Equity Sellers to sell, assign, transfer, convey and deliver to Buyer, and Buyer agrees to, or to cause its Affiliates to, purchase, acquire and accept from the Equity Sellers, all of the Equity Sellers’ right, title and interest in and to the applicable Deferred Business Equity Interests; provided, however, that the sale of the Put Option Equity under the Transfer Agreements is subject to the exercise of the applicable Put Option.
Purchase and Sale of the Equity Interests. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Sellers shall sell to the Purchaser the Transferred Equity Interests and the Sellers shall retain the Retained Equity Interests, and the Purchaser shall pay to the Sellers the consideration specified in Section 2.02 for such Transferred Interest. For the sake of clarity, the Sellers shall each be responsible for the following portion of the Transferred Equity Interests: (i) Xxxxxx 33%, (ii) Xxxxxxx Xxxxxxxxx 12%, and (iii) Xxxx Xxxxx 5%.
Purchase and Sale of the Equity Interests. Upon the terms and subject to the conditions of this Agreement, (a) at the First Closing (defined below), (i) Xing Wei shall sell to Buyer 1, and Buyer 1 shall purchase from Xing Wei, 100% of the Equity Interests in Zhongxiao (“Zhongxiao Shares”), and (ii) ATA Learning shall sell to Buyer 2, and Buyer 2 shall purchase from ATA Learning, 7.5% of the Equity Interests in ATA Online (“7.5% ATA Online Shares”); (b) at the Second Closing (defined below), ATA Learning shall sell to Buyer 3, Buyer 4, Buyer 5 and Buyer 6, and Buyer 3, Buyer 4, Buyer 5 and Buyer 6 shall purchase from ATA Learning, 1.5%, 10.6%, 10% and 9.4% of the Equity Interests in ATA Online, respectively (collectively, “31.5% ATA Online Shares”, and together with 7.5% ATA Online Shares, “ATA Online Shares”); and (c) at the Third Closing (defined below), ATA BVI shall sell to Buyer 7, and Buyer 7 shall purchase from ATA BVI, 100% of the Equity Interests in ATA Learning (“ATA Learning Shares”), in each case, free and clear of any and all Encumbrances. The Parties acknowledge and agree that although the consummation of the transactions contemplated under this Agreement at the First Closing, the Second Closing and the Third Closing shall occur at separate times, they shall be deemed to be inter-conditional and part of the same overall transaction.
Purchase and Sale of the Equity Interests. Upon the terms and subject to the conditions set forth herein, at the Closing, Seller shall cause the Equity Selling Entities to sell to Purchaser (or, if directed by Purchaser, to Holdings or any direct or indirect wholly owned Subsidiary (which for this purpose, shall include any Subsidiary in which there exists a de minimis shareholder as required by local law) of Purchaser so designated by Purchaser (any such entity, a “Permitted Designee”)), and Purchaser (or its Permitted Designee) agrees to purchase from the Equity Selling Entities, free and clear of all Liens, all right, title and interest in and to the Equity Interests.
Purchase and Sale of the Equity Interests. Upon the terms and subject to the conditions of this Agreement, at the Closing, each Seller hereby agrees to sell, transfer, convey, assign and deliver to Purchaser, and Purchaser hereby agrees to purchase, acquire and accept from each Seller, such Seller’s respective portion of the Equity Interests as set forth opposite such Seller’s name on Annex A hereto, which constitutes all of the Equity Interests owned by such Seller, for the consideration described in Section 2.02, below.
Purchase and Sale of the Equity Interests. The Parties agree that, upon the terms and subject to the conditions set forth herein, at the Closing: (i) Camtek shall sell, assign, transfer and convey to PCHK1, and PCHK1 shall purchase, acquire and assume from Camtek, all of Camtek’s right, title and interest in and to Camtek’s CIT Equity Interests, free and clear of any and all Encumbrances, for a consideration which shall be a part of Purchase Price specified in Section2.5; and (ii) CHKL shall sell, assign, transfer and convey to PCHK1, and PCHK1 shall purchase, acquire and assume from CHKL, all of CHKL’s right, title and interest in and to CHKL’s CIT Equity Interests, free and clear of any and all Encumbrances, for a consideration which shall be a part of Purchase Price specified in Section2.5 (all the foregoing equity interests transfer, collectively as the “CIT Equity Transfer”). Upon the completion of the CIT Equity Transfer, PCHK1 will be the registered owner of 100% equity interests in CIT and be the sole shareholder of CIT. The parties to each of the CIT Equity Transfer shall execute and enter into the CIT Equity Interests Transfer Agreement in accordance with Section 6.4 (a). 2.3
Purchase and Sale of the Equity Interests. At the Closing, the Seller will sell, convey, assign, transfer and deliver to the Purchaser, and the Purchaser will purchase from the Seller, all of the Seller's right, title and interest in and to the Equity Interests in accordance with terms and conditions set forth in this Agreement. The aggregate consideration to be paid by the Purchaser with respect to the Equity Interests shall be $19,202,700.82, which shall be used to satisfy all outstanding obligations under the Credit Facility.
