Purchase and Sale of the Securities and the Acquired Assets Sample Clauses

Purchase and Sale of the Securities and the Acquired Assets. Closing --------------------------------------------------------------------
Sample 1
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Purchase and Sale of the Securities and the Acquired Assets. (a) On the terms and subject to the conditions of this Agreement, at the Closing (as defined in Section 1.05), (i) Principal Seller shall sell, transfer and deliver, and cause each of the other Securities Sellers to sell, transfer and deliver, to Purchaser and/or the Purchaser Designees, and Purchaser and/or the Purchaser Designees shall purchase from the Securities Sellers, the Securities and (ii) Principal Seller shall sell, assign, transfer, convey and deliver, and cause each of the other Assets Sellers to sell, assign, transfer, convey and deliver, to Purchaser and/or the Purchaser Designees, and Purchaser and/or the Purchaser Designees shall purchase from the Assets Sellers all the rights, titles and interests as of the Closing of the Assets Sellers in, to and under the Acquired Assets (as defined in Section 1.02(a)), for (a) an aggregate purchase price of $160,500,000 (the "Purchase Price"), payable as set forth below in Section 1.06 and subject to adjustment as provided in Section 1.07, and (b) the assumption of the Assumed Liabilities (as defined in Section 1.03(a)). Notwithstanding any provision of this Agreement to the contrary, the Sellers shall retain, and Purchaser shall not acquire, directly from the Assets Sellers or indirectly through the acquisition of the Securities, any interest in the Excluded Assets (as defined in Section 1.02(b)) or assets owned by the Acquired Subsidiaries that would be Excluded Assets if owned by the Assets Sellers and shall not assume, directly from the Assets Sellers or indirectly through the acquisition of the Securities, the Excluded Liabilities or liabilities of the Acquired Subsidiaries that would be Excluded Liabilities if they were liabilities of the Assets Sellers. Prior to the Closing, Principal Seller shall cause the Acquired Subsidiaries to transfer all assets that would be Excluded Assets if the Acquired Subsidiaries were Assets Sellers in accordance with Section 5.19, and Principal Seller shall cause the Acquired Subsidiaries to transfer all liabilities of the Acquired Subsidiaries that would be Excluded Liabilities if the Acquired Subsidiaries were Assets Sellers in accordance with Section 5.19.
Sample 1

Related to Purchase and Sale of the Securities and the Acquired Assets

  • Purchase and Sale of the Securities (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter's name in Schedule 1 hereto at a price equal to 98.974% of the principal amount thereof plus accrued interest, if any, from the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.

  • Purchase and Sale of the Assets (a) Purchase and Sale of the Assets. Subject to the terms and conditions of this Agreement and on the basis of the representations, warranties, covenants and agreements herein contained:

  • Purchase and Sale of Acquired Assets At the Closing and subject to the terms and conditions of this Agreement, Seller shall sell, transfer, assign, convey and deliver to Buyer, free and clear of all Encumbrances, other than Permitted Encumbrances, and Buyer shall purchase, acquire, take assignment and delivery from Seller, of all of the right, title and interest of Seller in and to the Acquired Assets, as specified below.

  • Purchase and Sale of the Units Upon the terms and subject to the conditions of this Agreement, at the Closing, the Sellers shall severally sell, assign, transfer, convey and deliver, or cause to be sold, assigned, transferred, conveyed and delivered, to the Purchaser, all of the Units, and the Purchaser shall purchase the Units, free and clear of any Encumbrances.

  • Purchase and Sale of the Purchased Assets 2 Section 2.1 Assets of Seller to be Transferred to Buyer 2 Section 2.2 Excluded Assets 3 ARTICLE III PURCHASE PRICE FOR THE PURCHASED ASSETS 4 Section 3.1 Purchase Price 4 Section 3.2 Closing Payments 4 Section 3.3 Post-Closing Payments. 4 Section 3.4 Pre-Closing Statement; Post-Closing Purchase Price Adjustment. 5 Section 3.5 Covenants Regarding Stock Consideration. 7 Section 3.6 Allocation of Purchase Price 8 Section 3.7 Withholding 8 Section 3.8 Electronic Transfer of Certain Assets 8 Section 3.9 Employee and Independent Contractor Matters 9 Section 3.10 Inability to Assign Assigned Contracts. 10 Section 3.11 Payments to Members 10 Section 3.12 Paying Agent 11

  • Purchase and Sale of Notes and Warrants (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase (in the amounts set forth as Exhibit A hereto) from the Company, secured convertible demand promissory notes in the aggregate principal amount of up to Eight Million Dollars ($8,000,000), convertible into shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), in substantially the form attached hereto as Exhibit B (the “Notes”). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), including Regulation D (“Regulation D”), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder.

  • 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 the Interests Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell, assign, transfer, convey and deliver, free and clear of all Encumbrances (other than restrictions on transfer of securities imposed by applicable state and federal securities laws) to the Purchaser, the Interests, and the Purchaser shall purchase the Interests.

  • Purchase and Sale of Purchased Assets On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Purchaser will purchase from the Seller, and the Seller will sell, transfer, assign, convey and deliver to the Purchaser the Purchased Assets pursuant to the Xxxx of Sale.

  • Purchase and Sale of the Notes (a) The Issuer agrees to issue and sell the Notes to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Issuer the respective principal amount of Notes set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to [ ]% of the principal amount of the Notes, plus accrued interest, if any, from [ ], [ ], to the Closing Date (as defined below).

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