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 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 Section 4.08 Registration Rights Agreement 26 Section 4.09 Sales of Shares 26...
PURCHASE AND SALE OF THE PURCHASED. SHARES 3 Section 2.01 Issuance, Sale and Delivery of the Purchased Shares 3 Section 2.02 Closing 3 Section 2.03 Payment of Purchase Price 4
PURCHASE AND SALE OF THE PURCHASED. ROYALTY INTEREST 9 Section 2.01 Purchase and Sale. 9 Section 2.02 Transfers and Payments in Respect of the Purchased Royalty Interests. 10 Section 2.03 Purchase Price. 12 Section 2.04 No Assumed Obligations. 12 Section 2.05 Excluded Assets. 12 ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER 12 Section 3.01 Organization; Operations of Seller. 12 Section 3.02 Corporate Authorization. 13 Section 3.03 Governmental Authorization. 13 Section 3.04 Ownership. 13 Section 3.05 Solvency. 14 Section 3.06 Litigation. 14 Section 3.07 Compliance with Laws. 14 Section 3.08 Conflicts. 15 Section 3.09 No Withholding 15 Section 3.10 Applicable Agreements 15 Section 3.11 Products; Royalties. 15 Section 3.12 No Other Representations or Warranties. 17 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE PURCHASER 17 Section 4.01 Organization. 17 Section 4.02 Authorization. 17 Section 4.03 Broker’s Fees. 18 Section 4.04 Conflicts. 18 Section 4.05 Access to Information. 18 ARTICLE V COVENANTS 19 Section 5.01 Books and Records. 19
PURCHASE AND SALE OF THE PURCHASED. SHARES 9 3. REPRESENTATIONS AND WARRANTIES 10 4. COVENANTS 27 5. INDEMNIFICATION 30 6. CLOSING & POST-CLOSING 34 7. TERMINATION 39 8. GENERAL 40 BETWEEN: AND:
PURCHASE AND SALE OF THE PURCHASED. PROPERTY5 SECTION 2.1SALE OF BUSINESS. 5 SECTION 2.2PURCHASED PROPERTY. 5 SECTION 2.3EXCLUDED PROPERTY. 7 SECTION 2.4TITLE TO REAL PROPERTY AND SURVEY. 8 SECTION 2.5ASSUMED LIABILITIES. 10 SECTION 2.6EXCLUDED LIABILITIES. 11
PURCHASE AND SALE OF THE PURCHASED. INTERESTS; PURCHASE PRICE;
PURCHASE AND SALE OF THE PURCHASED. Shares - Subject to the terms and conditions herein:
(a) at Closing, the Sellers shall sell, transfer and assign to Travelbyus and Travelbyus shall purchase and accept the assignment of the Purchased Shares, free and clear of any and all Encumbrances;
(b) at Closing, the Sellers shall transfer and deliver to Travelbyus share certificates representing the Purchased Shares duly endorsed in blank for transfer or accompanied by irrevocable security transfer powers of attorney duly executed in blank; and
(c) the Sellers and Travelbyus shall adopt this Agreement as a plan of reorganization under Internal Revenue Code Section 368(a)(i)(B).
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. 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.
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