Purchase and Sale of the Purchased Shares. On and subject to the terms and conditions set forth in this agreement, at Closing Seller shall sell to Purchaser, and Purchaser shall purchase from Seller, the Purchased Shares, free and clear of all Liens.
Purchase and Sale of the Purchased Shares. (a) Upon the terms and subject to the conditions set forth herein, at the Closing, the Purchaser shall subscribe for and purchase, and the Company shall issue and sell to the Purchaser, the Purchased Shares, at a purchase price per share of LMG Series C Stock equal to the Per Share Price, free and clear of any Lien (other than any restrictions created by Purchaser (including, as a result of its execution of the Lock-Up Agreement, the Coordination Agreement Side Letter or any other agreements or instruments with the Company, the Selling Shareholders or other third parties) (such restrictions, “Purchaser Restrictions”) and any restrictions on transfer arising under the Securities Act or state securities Laws).
(b) The closing of the purchase of the Purchased Shares (the “Closing”) shall take place on the Closing Date after the satisfaction or, subject to applicable Law, waiver of the conditions set forth in Articles V and VI hereof (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction of those conditions), or on such other date as the Purchaser and the Company may mutually agree. The Closing shall be held at the offices of Xxxxx Xxxxx L.L.P., 00 Xxxxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 9:00 a.m., New York City time, on the Closing Date, or at such other place and time as the Purchaser and the Company shall agree.
(c) At least four (4) Business Days prior to the Closing Date, the Purchaser, the Other Equity Purchasers and the Company shall enter into the Escrow Agreement, and at least two (2) Business days prior to the Closing Date, the Purchaser shall deposit into the Escrow Account an amount equal to the Initial Commitment Amount in accordance with the terms of the Escrow Agreement. The Company shall deliver to the Purchaser a statement setting forth the wire transfer instructions for delivery of such amount into the Escrow Account at least four (4) Business Days prior to the Closing Date.
(d) At the Closing (i) the Aggregate Purchase Price shall be released to the Company pursuant to the terms and conditions of the Escrow Agreement and (ii) the Company shall issue and deliver to the Purchaser (as provided in Section 1.1(e) below) the Purchased Shares.
(e) The Purchased Shares shall be delivered by the Company to the Purchaser on the Closing Date, against payment of the Aggregate Purchase Price, in uncertificated form through the Direct Registration System (the “Book-Entry System”) of Com...
Purchase and Sale of the Purchased Shares. Subject to the terms and conditions of this Agreement, Seller hereby agrees to sell to Purchaser and Purchaser hereby agrees to purchase the Purchased Shares, at an aggregate purchase price equal to $38,333 (the “Purchase Price”) as follows:
(a) On the date hereof the Seller shall transfer the Purchased Shares to the Purchaser by crediting the account of the Purchaser’s broker (the “Prime Broker”) with the Depository Trust Company through its Deposit Withdrawal Agent Commission system in accordance with instructions annexed hereto.
(b) Upon confirmation by the Prime Broker of the receipt of the Purchased Shares, the Purchaser shall authorize XxXxxxxxxx & Xxxxx, LLP, as escrow agent (the “Escrow Agent”), pursuant to the Escrow Agreement in the form annexed hereto, to wire the Purchase Price, to the Seller in accordance with the wiring instructions set forth on Schedule A, net of the expenses, as set forth in a separate letter of direction in the form annexed hereto.
Purchase and Sale of the Purchased Shares. On the terms and conditions set forth in this Agreement, at the Closing, the Investors will purchase from the Company, and the Company will issue, sell and deliver to the Investors an aggregate of (i) 134,483 shares of Common Stock and (ii) 6,500 shares of Series A Preferred Stock, for an aggregate purchase price equal to $6,175,000 in cash (the "Purchase Price"), which takes into account a discount of $325,000 to the face value of the Series A Preferred Stock, to be paid in full to the Company on the Closing Date. The shares of Common Stock and Series A Preferred Stock to be issued and sold by the Company to the Investors pursuant to this Agreement are collectively referred to as the "Purchased Shares". The number of Purchased Shares to be issued to each Investor and the portion of the Purchase Price payable by such Investor is set forth on Schedule I hereto. For the avoidance of doubt, the Purchase Price paid hereunder has no effect on the liquidation or face value of the Series A Preferred Stock.
Purchase and Sale of the Purchased Shares. 1.1. Effective as of the Effective Date and subject to the terms hereof, the Seller hereby sells, conveys, assigns and transfers to Purchaser and Purchaser hereby purchases from the Seller, all right, title and interest to the Purchased Shares for the Purchase Consideration (the “Transfer”), such that following the Transfer, Seller will not retain any right or interest in or to the Purchased Shares.
1.2. Upon execution of this Agreement, the Seller shall deliver irrevocable transfer instructions to the Seller’ bank (in a form attached as Exhibit 1.2) to transfer the Purchased Shares to the account/s designated by the Purchaser.
Purchase and Sale of the Purchased Shares. As of the Closing (as defined below), MSDC shall unconditionally transfer, assign, convey, sell and grant to MVV (on behalf of the Purchasers), and such Purchasers shall accept and purchase from MSDC, all of the right, title and interest of MSDC in and to the Purchased Shares, including all right, title and interest of MSDC in and to the properties, capital, cash flow dividends, distributions, and profits and losses of the Company that are allocable to the Purchased Shares. The Purchasers and MSDC expressly acknowledge and agree that the foregoing transfer shall be a present and absolute conveyance of the Purchased Shares, in their entirety, and not merely an assignment of the right to receive dividends and distributions relating thereto.
Purchase and Sale of the Purchased Shares. Pursuant to Sections 363 and 1146 (and other applicable provisions) of the Bankruptcy Code and on the terms and subject to the conditions of this Agreement, at the Closing provided for in Section 4.1, the Purchaser will purchase, acquire and accept (or cause to be purchased, acquired and accepted) from the Seller, and the Seller will sell, transfer, convey, assign and deliver (or cause to be sold, transferred, conveyed, assigned and delivered) to the Purchaser, against the receipt by the Seller of the consideration specified in Section 3.1, free and clear of all Encumbrances, other than Encumbrances subject created by the Purchaser, all of the Seller's right, title and interest in and to the Shares (collectively, the "Purchased Shares").
Purchase and Sale of the Purchased Shares. Subject to the terms and conditions hereof and the fulfillment of the Condition, effective as of the Effective Date, the Seller hereby sells, conveys, assigns and transfers to Purchaser and Purchaser hereby purchases from the Seller, all right, title and interest to the Purchased Shares for the Purchase Consideration (the “Transfer”), such that following the Transfer, Seller will not retain any right or interest in or to the Purchased Shares.
Purchase and Sale of the Purchased Shares. (a) Upon the terms and subject to the conditions set forth in this Agreement, at the Closing and effective as of the Closing Time, the Buyer agrees to purchase the Purchased Shares from each of the Sellers in the amount set forth opposite each Seller’s name on Schedule 2.1, and each of the Sellers agrees to sell all of such Purchased Shares and to transfer such Purchased Shares to the Buyer.
Purchase and Sale of the Purchased Shares. Section 1.1 Purchase of the Purchased Shares 1 Section 1.2 Closing Date 2 Section 1.3 Deliveries at Closing 2
Section 2.1 Organization and Qualification 3 Section 2.2 Authorization; Validity; Enforcement 3 Section 2.3 Governmental Filings 3 Section 2.4 No Conflicts 3 Section 2.5 Sufficient Funds; Financing 4 Section 2.6 Purchase for Investment 4 Section 2.7 Brokers; Finders 4 Section 2.8 Ownership of Company Stock 5 Section 2.9 Plan Assets 5 Section 2.10 No Other Representations or Warranties of the Buyer 5 Section 2.11 No Other Representations or Warranties of the Company 5 Section 3.1 Organization and Qualification 6 Section 3.2 Authorization; Validity; Enforcement 6 Section 3.3 Issuance of Purchased Shares 7 Section 3.4 Government Filings 7 Section 3.5 No Conflicts 7 Section 3.6 No General Solicitation 7 Section 3.7 Broker Fees 7 Section 3.8 No Integrated Offering 8 Section 3.9 SEC Documents; Financial Statements; Undisclosed Liabilities 8 Section 3.10 Absence of Certain Changes 9 Section 3.11 Equity Capitalization 9 Section 3.12 Litigation 11 Section 3.13 Employee Matters 11 Section 3.14 Investment Company Status 11 Section 3.15 Tax Matters 11 Section 3.16 Listing and Maintenance Requirements 12 Section 3.17 Compliance with Laws; Permits 12 Section 3.18 No Rights Agreement; Anti-Takeover Provisions 13 Section 3.19 Title to Assets 13 Section 3.20 No Other Representations or Warranties of the Company 14 Section 3.21 No Other Representations or Warranties of the Buyer 14
