PURCHASE AND SALE OF VARTA COMPANIES EQUITY INTERESTS Sample Clauses

PURCHASE AND SALE OF VARTA COMPANIES EQUITY INTERESTS. 29 Section 2.01 Purchase and Sale of Varta Companies Equity Interests 29 Section 2.02 Assumption of Assumed Liabilities; Retention of Retained Liabilities 29 Section 2.03 Purchase Price; Allocation of Purchase Price 29 Section 2.04 Purchase Price Adjustment 31 Section 2.05 The Closing 33 Section 2.06 Deliveries for the Closing 35 Section 2.07 Accounting (Wrong Pockets) 36 Section 2.08 Withholding 36 Section 2.09 Foreign Acquisition Agreements 37
Sample 1
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PURCHASE AND SALE OF VARTA COMPANIES EQUITY INTERESTS. (a) On the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall (or, as applicable, shall cause the Subsidiary Transferors to) sell, transfer, convey, assign and deliver to Purchaser (or, as applicable, one or more Affiliates of Purchaser designated by Purchaser not less than five (5) Business Days prior to the Closing Date), and either Purchaser (or, as applicable, such Affiliates of Purchaser) shall purchase and accept from Seller (or, as applicable, the Subsidiary Transferors all of (i) the Subsidiary Transferors’ right, title and interest in the Varta Companies Equity Interests, free and clear of all Liens, other than Permitted Liens, Liens arising pursuant to the terms of this Agreement, Liens created by or through Purchaser or any of its Affiliates, Liens related to applicable securities Laws or any Lien arising under the organizational documents of a Varta Company, correct and materially complete copies of which have been made available to Purchaser, and (ii) all of Seller’s and its Subsidiaries’ right, title and interest in any Transferred Assets which are not held by a Transferred Entity, but by Seller or any of its other Subsidiaries. For the avoidance of doubt, (i) the property and assets of the Transferred Entities constituting Transferred Assets shall transfer to Purchaser automatically by operation of Law upon the sale of the Varta Companies Equity Interests, and (ii) the Seller shall be responsible for and hold the Purchaser harmless from any failure by the Subsidiary Transferors to sell, transfer, convey, assign and deliver the Varta Companies Equity Interests and Transferred Assets in accordance with, and subject to, the terms and conditions of this Agreement. Purchaser acknowledges and agrees that, in addition to the Retained SBAA Business, Seller and its Affiliates own and operate other businesses and sell products (for clarity, other than the sale of Varta-branded Products in EMEA), including other battery, chargers, portable power and lighting business and battery products in EMEA and elsewhere in the world, and which, notwithstanding any other provision in this Agreement to the contrary, are not the subject of, nor being sold, conveyed or transferred under, nor any interest conveyed or assigned, pursuant to the terms of this Agreement.
Sample 1

Related to PURCHASE AND SALE OF VARTA COMPANIES EQUITY INTERESTS

  • 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 Membership Interests Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser shall purchase from Seller, and Seller shall sell, assign, transfer and deliver to Purchaser, the Membership Interests free and clear of any Encumbrances.

  • Purchase and Sale of Company Shares Sale of Company Shares

  • Purchase and Sale of Common Shares (a) Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties set forth in Schedule B to this Agreement, the Purchaser hereby agrees to purchase from the Company and the Company hereby agrees to sell to the Purchaser, on the Closing Date, 104,500,000 Common Shares (the “Purchased Shares”) at a price of $48.60 per Purchased Share for an aggregate purchase price of $5,078,700,000 (the “Share Purchase Price”).

  • Purchase and Sale of Common Stock Subject to the terms and conditions set forth herein, the Company shall issue and sell to the Investor, and the Investor shall purchase from the Company, up to that number of Shares having an aggregate Purchase Price of Ten Million dollars ($10,000,000).

  • Purchase and Sale of Interests Upon the terms set forth in this Agreement, at the Closing, Seller shall sell, transfer, convey, assign, and deliver to Buyer, and Buyer shall purchase, acquire and accept from Seller, free and clear of all Encumbrances, except for any Permitted Encumbrance, all right, title and interest of Seller in and to the Interests.

  • Purchase and Sale of Shares 2.1.1. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, transfer and deliver to Buyer, free and clear of all Liens (other than Liens under the Securities Act and any other applicable state or foreign securities Laws), and Buyer shall purchase from Seller, all right, title and interest in and to the Shares.

  • Purchase and Sale of Common Stock and Warrants (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, an aggregate of approximately 3,333,334 shares of Common Stock (the "Shares") at a price per share of $0.90 (the "Per Share Purchase Price") for an aggregate purchase price of $3,000,000 (the "Purchase Price"). 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 Regulation S promulgated thereunder. 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 Shares Closing Subject to the terms and conditions of this Agreement, the Company agrees to sell to Purchaser at the Closing, and Purchaser agrees to purchase from the Company at the Closing, 10,000,000 shares of Common Stock (the “Shares”), at a price per share of $6.00 (the “Purchase Price”). Subject to the satisfaction or waiver of the covenants and conditions set forth in Sections 2.3 and 2.4, the Closing shall occur on the date hereof at the offices of Xxxxxxxx & Xxxxxxxx or such other location as the parties shall mutually agree.

  • Purchase and Sale of Common Shares and Warrants (a)Purchase of Common Shares and Warrants. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly, shall purchase from the Company on the Closing Date (as defined below), the number of Common Shares as is set forth opposite such Buyer's name in column (4) on the Schedule of Buyers, along with the Warrants to acquire up to that number of Warrant Shares as is set forth opposite such Buyer's name in column (5) on the Schedule of Buyers (the “Closing”).

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