Purchase and Sale of the Transferred Equity Interests. On the terms and subject to the conditions of this Agreement, at the Closing, Seller shall (or shall cause the Designated Seller Subsidiary to) sell, transfer and deliver to Purchaser, and Purchaser shall purchase and accept from Seller (or the Designated Seller Subsidiary), the Transferred Equity Interests free and clear of all Liens (other than restrictions on transfer arising under applicable securities Laws) for an aggregate purchase price of USD 2,650,000,000 (the “Purchase Price”), payable as set forth in Section 1.03, subject to adjustment as provided in Section 1.04. The purchase and sale of the Transferred Equity Interests, together with the consummation of the other transactions contemplated by this Agreement and the other Transaction Agreements, are referred to as the “Transactions”.
Purchase and Sale of the Transferred Equity Interests. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall and shall cause each other applicable Seller Party to sell, convey, assign, transfer and deliver to Buyer or Buyer’s Affiliates, and Buyer shall or shall cause one of its Affiliates to purchase, acquire and accept from each such Seller Party all of such Seller Party’s right, title and interest in and to the Transferred Equity Interests.
Purchase and Sale of the Transferred Equity Interests. On the terms and subject to the conditions of this Agreement, at the Closing, the New Seller Subsidiary shall, and Seller shall cause the New Seller Subsidiary to, sell, transfer, and deliver to Purchaser, and Purchaser shall purchase and accept from the New Seller Subsidiary, the Transferred Equity Interests, free and clear of any Liens (other than transfer restrictions under applicable securities Laws or those imposed by Purchaser or its Affiliates), and in consideration therefor, Purchaser shall, (a) transfer, or be deemed to transfer, to SubscriberCo pursuant to the SubscriberCo Sub Transfer, all SubscriberCo Obligations acquired by Purchaser in the SubscriberCo Refinancing, (b) following the Bridge Bond Exchange, transfer, or be deemed to transfer, to the New Seller Subsidiary all of the Bridge Bonds acquired, or deemed acquired, by Purchaser in the Bridge Bond Exchange and (c) pay to the New Seller Subsidiary an amount in cash equal to $1.00 (the “Purchase Price”), payable as set forth in Section 1.03 (the “Transferred Equity Purchase”). The purchase and sale of the Transferred Equity Interests, together with the consummation of the other transactions contemplated by this Agreement and the other Transaction Agreements, including the Pre-Closing Reorganization, the Pre-Closing Restructuring, the Exchange Offer, the Bridge Bond Exchange and the SubscriberCo Sub Transfer, are referred to as the “Transactions.”
Purchase and Sale of the Transferred Equity Interests. On the terms and subject to the conditions of this Agreement, at the Closing, (a) Seller shall sell, transfer and deliver to Purchaser, and Purchaser shall purchase and accept from Seller, the Transferred Equity Interests and (b) Seller shall, and shall cause all of the other the relevant Selling Entities to, sell, transfer, convey, assign and deliver to Purchaser, and Purchaser shall accept the sale, transfer, conveyance, assignment and delivery by each Selling Entity, all of each such Selling Entity’s rights, title and interests in, to and under the Transferred Assets, in exchange for an aggregate purchase price of $2,100,000,000 (the “Purchase Price”), payable as set forth in Section 1.03 (subject to adjustment as provided in Section 1.04), and the assumption of the Assumed Liabilities. The purchase and sale of the Transferred Equity Interests and the Transferred Assets, together with the consummation of the other transactions contemplated by this Agreement and the other Transaction Agreements, are referred to as the “Transactions”.
Purchase and Sale of the Transferred Equity Interests. On the terms and subject to the conditions of this Agreement, at the Closing, Parent shall cause the Seller to sell, transfer and deliver to Purchaser, and Purchaser shall purchase and accept from the Seller, the Transferred Equity Interests, free and clear of all Liens (except Liens on transfer imposed under applicable securities Laws), for an aggregate purchase price of $1,612,500,000 (the “Purchase Price”), payable as set forth in Section 1.03, subject to adjustment as provided in Section 1.04. The purchase and sale of the Transferred Equity Interests, together with the consummation of the other transactions contemplated by this Agreement and the other Transaction Agreements, are referred to as the “Transactions”.
Purchase and Sale of the Transferred Equity Interests. On the terms and subject to the conditions of this Agreement, at the Closing, Seller and Intermediate Holdco shall sell, transfer and deliver to Purchaser, and Purchaser shall purchase and accept from Seller and Intermediate Holdco, the Transferred Equity Interests for an aggregate purchase price of $1,352,000,000 (the “Purchase Price”), payable as set forth in Section 1.03 (Transactions to be Effected at the Closing), and subject to adjustment as provided in Section 1.04 (
Purchase and Sale of the Transferred Equity Interests. On the terms and subject to the conditions of this Agreement, at the Closing, Seller shall (and shall cause the Selling Affiliates to) sell, transfer and deliver to Purchaser, and Purchaser shall purchase and accept from Seller and the Selling Affiliates, the Transferred Equity Interests for an aggregate purchase price of USD 490,000,000, as adjusted in accordance with the definition of the “Initial Closing Date Payment” and payable as set forth in Section 1.03, subject to further adjustment as provided in Section 1.04 (the amount payable by Buyer as finally adjusted pursuant to Section 1.04, the “Purchase Price”). The purchase and sale of the Transferred Equity Interests, together with the consummation of the other transactions contemplated by this Agreement and the other Transaction Agreements, are referred to as the “Transactions”.
Purchase and Sale of the Transferred Equity Interests. On the terms and subject to the conditions of this Agreement, at the Closing, Seller shall (or shall cause the Designated Seller Subsidiary to) sell, transfer and deliver to Purchaser, and Purchaser shall purchase and accept from Seller (or the Designated Seller Subsidiary), free any clear of any Liens (other than transfer restrictions under applicable securities Laws), the Transferred Equity Interests, for an aggregate purchase price of $375,000,000, comprised of $60,000,000 in the form of the Promissory Note and $315,000,000 in cash (collectively, the “Purchase Price”), payable as set forth in Section 1.03, subject to adjustment as provided in Section 1.04. The purchase and sale of the Transferred Equity Interests, together with the consummation of the other transactions contemplated by this Agreement and the other Transaction Agreements (including, with respect to Seller and its Affiliates, the pre-closing reorganization contemplated by Section 5.15) are referred to collectively herein as the “Transactions”.
Purchase and Sale of the Transferred Equity Interests. On the terms and subject to the conditions set forth in this Agreement and the Sale Order, at the Closing, InteliStaf Healthcare, Inc. shall, sell, convey, assign, transfer and deliver to Purchaser and Purchaser shall purchase, acquire and accept from InteliStaf Healthcare, Inc., all of InteliStaf Healthcare, Inc.’s right, title and interest in and to the Transferred Equity Interests, free and clear of all Encumbrances, except Permitted Encumbrances. At or prior to the Closing, InteliStaf Healthcare, Inc. will execute and deliver to Purchaser all documents and instruments required to transfer and vest good and valid title in and to the Transferred Equity Interests to Purchaser in accordance with the terms of this Agreement, including, but not limited to, the Integris Assignment and Assumption Agreement, substantially in the form attached hereto as Exhibit E, and the Integris JV Consent.
Purchase and Sale of the Transferred Equity Interests. On the terms and subject to the conditions set forth in this Agreement, at the Closing, MSN shall, sell, convey, assign, transfer and deliver to Purchaser and Purchaser shall purchase, acquire and accept from MSN, all of MSN’s right, title and interest in and to the Transferred Equity Interests, free and clear of all Encumbrances, except Permitted Encumbrances. At or prior to the Closing, MSN will execute and deliver to Purchaser all documents and instruments required to transfer and vest good and valid title in and to the Transferred Equity Interests to Purchaser in accordance with the terms of this Agreement, including the Integris Assignment and Assumption Agreement.
