PURCHASE AND SALE OF THE PURCHASED. STOCK 2 1.1 Purchase and Sale of the Purchased Stock 2 1.2 Consideration 2 1.3 Working Capital Adjustment; Cash Reconciliation 3
PURCHASE AND SALE OF THE PURCHASED. Shares - Subject to the terms and conditions herein:
PURCHASE AND SALE OF THE PURCHASED. INTERESTS; PURCHASE PRICE;
PURCHASE AND SALE OF THE PURCHASED. Companies’ Equity Interests and the Acquired Assets
PURCHASE AND SALE OF THE PURCHASED. SHARES 9 2.1 Purchase and Sale of Purchased Shares 9 3. REPRESENTATIONS AND WARRANTIES 10 3.1 Representations and Warranties of the Vendor 11 3.2 Representations and Warranties of Purchaser 24 4. COVENANTS 27 4.1 Conduct of Business/Interim Period Covenants of Vendor and Bralorne 27 4.2 Interim Period Covenants of Purchaser 29 5. INDEMNIFICATION 30 5.1 Survival of Vendor’s Representations and Warranties 30 5.2 Survival of Purchaser’s Representations and Warranties 30 5.3 Indemnification by Vendor 31 5.4 Indemnification by Purchaser 31 5.5 Indemnification Limitations 32 5.6 Procedure for Indemnification 32 5.7 Rights Cumulative 34 5.8 Reductions and Subrogation 34 6. CLOSING & POST-CLOSING 34 6.1 Location 34 6.2 Conditions 35 6.3 Post-Closing Covenants 38 7. TERMINATION 39 7.1 Rights of Termination 39 7.2 Consequence of Termination 40 8. GENERAL 40 8.1 Public Notice 40 8.2 Expenses 40 8.3 Entire Agreement 41 8.4 Further Assurances 41 8.5 Notices 41 8.6 Governing Law 42 8.7 Assignment 42 8.8 Effectiveness and Benefit of the Agreement 43 8.9 Time of the Essence 43 8.10 Amendment 43 8.11 Waiver 43 8.12 Severability 43 8.13 Survival 44 8.14 Counterparts 44 THIS SHARE PURCHASE AGREEMENT is made on November 21, 2019, BETWEEN: TALISKER RESOURCES LTD., a company existing under the laws of Ontario; (hereinafter referred to “Purchaser”) AND: XXXXX SILVER & GOLD MINES LTD., a company existing under the laws of British Columbia; (hereinafter referred to as the “Vendor”);
PURCHASE AND SALE OF THE PURCHASED. SHARES 1 Section 1.01 Issuance, Sale and Delivery of the Purchased Shares 1 Section 1.02 Closing 2 Section 1.03 Payment of Purchase Price 2 ARTICLE II. REPRESENTATIONS AND WARRANTIES OF THE COMPANY 2 Section 2.01 Organization and Standing 2 Section 2.02 Corporate Power 3 Section 2.03 Corporate Authority 3 Section 2.04 Governmental Authority Approvals; Shareholder Approval; No Violations 4 Section 2.05 Company Capital Stock; Purchased Shares 5 Section 2.06 Company Reports; Financial Statements, Etc 6 Section 2.07 Compliance with Applicable Laws; Regulatory Filings; Permits 8 Section 2.08 No Undisclosed Liabilities 10 Section 2.09 Absence of Certain Changes 10 Section 2.10 Tax Matters 10 Section 2.11 Transactions with Affiliates 12 Section 2.12 Loans 13 Section 2.13 Other Activities of the Company and the Bank 14 Section 2.14 Material Agreements; No Defaults 14 Section 2.15 Company Benefit Plans 15 Section 2.16 Environmental Matters 16 Section 2.17 Labor Matters 17 Section 2.18 Insurance 17 Section 2.19 No Integration 17 Section 2.20 No Change of Control 17 Section 2.21 Properties 18 Section 2.22 Computer and Technology Security 19 Section 2.23 Data Privacy 19 Section 2.24 No Restrictive Covenants 19 TABLE OF CONTENTS (continued) Page Section 2.25 Litigation 19 Section 2.26 [Intentionally Omitted.] 20 Section 2.27 No Brokers; etc 20 Section 2.28 Voting of Shares by Directors and Executive Officers 20 Section 2.29 Risk Management Instruments 20 Section 2.30 Capitalization 20 Section 2.31 Investment Company 20 Section 2.32 Price of Common Stock 21 Section 2.33 Shell Company Status 21 Section 2.34 Reservation of Purchased Shares 21 Section 2.35 No Substantially Similar Agreement 21 Section 2.36 Disclosure 21 ARTICLE III. REPRESENTATIONS AND WARRANTIES OF THE INVESTORS 21 Section 3.01 Organization 21 Section 3.02 Bank Holding Company Status, etc 21 Section 3.03 Authorization 22 Section 3.04 Accredited Investor, etc 22 Section 3.05 Regulatory Approvals 24 Section 3.06 Sufficient Funds 24 Section 3.07 No Acting in Concert, etc 24 Section 3.08 No Prior Proxies 25 ARTICLE IV. CONDITIONS TO THE OBLIGATIONS OF THE INVESTORS 25 Section 4.01 Representations and Warranties to be True and Correct 25 Section 4.02 Performance 25 Section 4.03 Preferred Stock Designation 25 Section 4.04 No Material Adverse Change 25 Section 4.05 Corporate Approvals; etc 25 Section 4.06 Change in Control Waivers 26 Section 4.07 Regulatory Approvals 26 TABLE OF CONTENTS (continued) Page Section...
PURCHASE AND SALE OF THE PURCHASED. Interests Subject to the terms and conditions of this Agreement, immediately following the purchase and sale of the Purchased Warrants as provided in Section 1.2 below, each Member agrees to sell, assign, transfer and deliver to the Purchaser on the Closing Date (as defined in Section 2.4 below), and the Purchaser agrees to purchase from each Member on the Closing Date, the number of Membership Interests set forth opposite its name on Annex A of this Agreement (collectively, the “Purchased Interests”). All certificates representing the Purchased Interests shall be duly endorsed by the Member transferring the same, with all necessary transfer tax and other revenue stamps, if any, acquired at the Member’s expense, affixed and cancelled.
PURCHASE AND SALE OF THE PURCHASED. PROPERTY Section 2.1 Transfer of Assets Section 2.2 Sale at Closing Date Section 2.3 Subsequent Documentation Section 2.4 Assumption of Liabilities Section 2.5 Excluded Liabilities Section 2.6 Breach of Representations Section 2.7 Right of Enforcement
PURCHASE AND SALE OF THE PURCHASED. SHARES 22 2.1 Purchase and Sale of the Purchased Shares 22 2.2 Purchase Price 22 2.3 Payment of Purchase Price 23 2.4 Earn-Out Payments 23 2.5 Post Closing Audit 24 2.6 Determination of Value of Accounts Receivable 25 2.7 Purchase Price Adjustment 25 2.8 Settlement of Disputes 26 2.9 Delivery of Certificates 27 2.10 Place of Closing 27 2.11 Guarantee of Hxxxxx 27 2.12 Payment of Target Group Closing Debt 28
PURCHASE AND SALE OF THE PURCHASED. Shares and the Warrants. The Company agrees to issue and sell to the Investors, and, subject to and in reliance upon the representations, warranties, terms and conditions of this Agreement, the Investors, severally but not jointly, agree to purchase that number of Purchased Shares and Warrants for the purchase price (the "PURCHASE PRICE") set forth opposite their respective names in Exhibit A hereto under the respective headings "PURCHASED SHARES" "WARRANTS" and "AGGREGATE PURCHASE PRICE FOR SECURITIES." The Purchase Price shall be paid in immediately available funds.
