Purchase and Sale Rights Sample Clauses

Purchase and Sale Rights. (a) In the event that the Product Mix for any two (2) consecutive fiscal years of the Company (the "Reference Period") shall be less than the Product Mix Threshold by more than 5%, then, at any time during the period commencing on the first day after the Product Mix numbers first become available of the fiscal year immediately succeeding the second of such fiscal years and ending on the date that is six (6) months thereafter, (i) the Willxxxx Xxxber or the Company may purchase the Nortel Member's Membership Interest in accordance with Section 19.5(b); or (ii) the Nortel Member may sell its Membership Interest to the Willxxxx Xxxber or the Company in accordance with Section 19.5(a); provided however, that the provisions of this Section 19.4(a) shall not apply in the event that the rate of growth for the Reference Period, of the aggregate Net Purchase Price paid by the Company to NTI and its Affiliates for Nortel's PBX and Key system products only of the Existing Products (the "Voice Product Purchases"), is equal to or greater than (x) the rate of growth for the Reference Period, of the aggregate Voice Product Purchases by each and every Distributor which has a territory under its CPE Agreement encompassing the entire United States of America whose Voice Product Purchases per annum are greater than $50,000,000 and (y) the rate of growth for the Reference Period of the aggregate Voice Product Purchases by all non-national territory, regional Distributors measured as a whole; provided further that both (x) and (y) in the preceding proviso will be subject to certification at the request of the Company by the independent auditors of NTI. (b) In the event of a Change of Control of the Willxxxx Xxxber, the Nortel Member may sell its Membership Interest to the Willxxxx Xxxber at any time during the period commencing on the date of such Change of Control and ending on the date that is 180 days after such date in accordance with the terms of Section 19.5(a). (c) In the event of a Change of Control of the Nortel Member, the Willxxxx Xxxber may purchase the Membership Interest of the Nortel Member at any time during the period commencing on the date of such Change of Control and ending on the date that is 180 days after such date in accordance with the terms of Section 19.5(b). (d) In the event that the Willxxxx Xxxber or any of its Affiliates shall fail to perform or observe any material agreement contained in the Formation Agreement or the Non-Competition Agreement o...

Purchase and Sale Rights. Within ten days following the Effective Date, the Executive shall have the right to elect, by written notice to the Company, to purchase any or all of the following: (i) the Gulfstream III aircraft owned by the Company (or an affiliated company) as of the date hereof, at a price equal to its fair market value as of the date of notice, as determined by an appraiser selected by the Executive in his sole discretion, and/or (ii) the Company's (or an affiliated company's) New York City apartment located on Fifth Avenue, at a price equal to its fair market value as of the date of notice, as determined by an appraiser from Sotheby's in New York (collectively, the "Purchase Right"). Upon the exercise of the Purchase Right with respect to any of the items in clauses (i) or (ii), the Executive shall have 120 days following the date of notice to make payment or secure financing for any such purchase. During the five-year period following the Effective Date (without regard to the earlier expiration of the Employment Period or the Executive's termination of employment), at the written request of the Executive or his estate or beneficiary (as applicable), the Company shall be required and have the obligation to purchase for cash, payable in a lump sum within thirty days following the date of the Executive's request, the Executive's house located at Shadow Creek in North Las Vegas, Nevada and the furnishings, artwork and personal effects therein (to the extent requested by the Executive), at a price equal to the Executive's cost, including the cost of all additions and improvements thereto, with the costs communicated to the Company by the Executive to be determinative of the actual costs (the "Put Right").

Purchase and Sale Rights. A sale of Units pursuant to Section 7.1(b) and (c) shall be conducted in the following manner: a. If Saint Andrews desires to Transfer xxx Xxxts to a third party or if a Change of Control is to occur pursuant to Section 7.1(b), Saint Andrews shall provide writtex xxxxxe to Callaway Golf of its intent to Transfer its Units or the Change of Control no less than seventy-five (75) days prior to the closing date for the proposed sale to a third party or the Change of Control. Within fifteen (15) days of such notice by Saint Andrews, Callaway Golf and Sxxxx Xxdrxxx xxxxl agree upon the xxxxxxtment of a single appraiser or appraisers in accordance with Section 7.2(c). The appraisal shall be conducted and completed by such appraiser or appraisers within thirty (30) days of their appointment. Within ten (10) days of receipt of the appraisal conducted pursuant to Section 7.2(c), Saint Andrews shall confirm in wrixxxx xx Callaway Golf its intent to Transfer its Units or proceed with the Change of Control. If Saint Andrews does not provide sucx xxxxxen confirmation to Callaway Golf within ten (10) days of receipt of the appraisal, Saint Andrews shall be deemed to hxxx xxxhdrawn its intent to Transfer its Units or proceed with the Change of Control. Callaway Golf shall have ten (10) days from receipt of such confirmation from Saint Andrews to provide written nxxxxx xo Saint Andrews of its election to txxxxxxxe the License Agreement, at no penalty to Callaway Golf, and sell its Units to Saint Andrews (or its designee) or xxxxxxse (or designate a third party to purchase) all of the Units owned by Saint Andrews. If Callaway Golf fxxxx xx provide the notice set forth in the preceding sentence, it shall be deemed to have elected to terminate the License Agreement and sell its Units. The sale and purchase of Units shall be consummated at the principal offices of the Company on a mutually agreeable date, but in no event less than thirty (30) nor more than forty-five (45) days following Saint Andrews' receipt of Callaway Xxxx'x election. b. If Callaway Golf desires to require Saint Andrews to purchase all of ixx Xxxxs pursuant to Section 7.1(c), Callaway Golf shall provide written notice of its intent to require Saint Andrews (or its designee) to xxxxxxse all of the Units owned by Callaway Golf. Within fifteen (15) days of such notice by Callaway Golf, Saint Andrews and Callaway Golf shxxx xxxee upxx xxx xppointment of a single appraiser or appraisers in accordance with Sectio...

Purchase and Sale Rights. (a) In the event that IAHC has the right to exercise its Put Right pursuant to Section 3.2 or 5.3, IAHC shall have the right to require Lakeside to purchase (the "Put Right") all but not less than all of the Membership Interest of IAHC. IAHC may exercise the Put Right by providing written notice to Lakeside of its intent to sell all of IAHC's Membership Interest to Lakeside. The notice shall include a closing date for such sale which shall be at least ninety (90) and no more than one hundred and twenty (120) days from the date of such notice. At the closing date, Lakeside shall purchase IAHC's right, title and interest in the Company at a price equal the lesser of the following two numbers: (i) The product of the Percentage Interest represented by IAHC's Membership Interest and the shareholders' equity of the Company as determined in accordance with GAAP and as of the last day of the calendar quarter ended immediately prior to the date of the Put Right exercise notice; or (ii) The sum total of IAHC's capital contributions to the Company. If Lakeside fails to purchase IAHC's Membership Interest in connection with an exercise of the Put Right, such failure shall constitute an Event of Default under Section 12.1 and IAHC shall be the Non-Defaulting Party. (b) In the event that Lakeside has the right to exercise its Call Right, Lakeside shall have the right to purchase (the "Call Right") all but not less than all of IAHC's Membership Interest pursuant to Section 3.2 or 5.

Purchase and Sale Rights. In consideration of and upon the basis of the representations, warranties and agreements and subject to the terms and conditions set forth in this Agreement:

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Purchase and Sale Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto the principal amount of the Securities set forth opposite such Underwriter’s name in Schedule II hereto.
Purchase and Sale Agreement The Participating Investors and the selling Key Holder agree that the terms and conditions of any Proposed Key Holder Transfer in accordance with this Section 2.2 will be memorialized in, and governed by, a written purchase and sale agreement with the Prospective Transferee (the “Purchase and Sale Agreement”) with customary terms and provisions for such a transaction, and the Participating Investors and the selling Key Holder further covenant and agree to enter into such Purchase and Sale Agreement as a condition precedent to any sale or other transfer in accordance with this Section 2.2.
Purchase and Sale Closing (a) On the basis of the representations, warranties and agreements herein contained and subject to the terms and conditions herein set forth, the Company agrees to cause the Trustee to sell to the Underwriter, and the Underwriter agrees to purchase from the Trustee, at a purchase price of 100% of the face amount thereof, $193,440,000 of Class B Certificates. (b) Payment of the purchase price for, and delivery of, the Class B Certificates shall be made at the date, time and location or locations specified in Schedule I hereto, or at such other date, time or location or locations as shall be agreed upon by the Company and the Underwriter, or as shall otherwise be provided in Section 7 hereof (such date being herein called the “Closing Date” and such time being herein called the “Closing Time”). Payment shall be made to or upon the order of the Trustee by federal funds wire transfer or transfer of other immediately available funds against delivery to the account of the Underwriter at The Depository Trust Company (“DTC”). Such Class B Certificates shall be registered in the name of Cede & Co. or in such other names, and in such authorized denominations as the Underwriter may request in writing at least two full business days before the Closing Time. The certificates representing such Class B Certificates, which may be in temporary form, will be made available for examination and packaging by the Underwriter at the location or locations at which they are to be delivered at the Closing Time not later than 10:00 A.M. on the business day prior to the Closing Time. (c) The Company will pay to the Underwriter at the Closing Time for the account of the Underwriter any fee, commission or other compensation which is specified in Schedule I hereto. Such payment will be made by federal funds wire transfer or transfer of other immediately available funds.
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 Purchased Shares At the Closing and on the terms and subject to the conditions set forth in this Agreement, Sellers shall sell and deliver to Purchaser, and Purchaser shall purchase from Sellers and pay therefor, the Purchased Shares, free and clear of any and all Encumbrances and in suitable form for transfer to Purchaser.
Purchase and Sale of the Units At the Closing, upon the terms and subject to the conditions set forth in this Agreement, the Seller shall sell, assign, transfer, deliver and convey to the Buyer, free and clear of any Liens, and the Buyer shall purchase, accept and acquire from the Seller, the Units.
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 Membership Interests Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Sellers shall sell to Purchaser, and Purchaser shall purchase and accept from Sellers, the Membership Interests, free and clear of all Liens (other than restrictions arising under applicable securities Laws or Gaming Laws).
Purchase and Sale of Units The Purchaser hereby subscribes for and purchases from the Company, and the Company hereby issues and sells to the Purchaser, 25,000 units (the “Initial Units”) at a purchase price of approximately $.003478 per Initial Unit for an aggregate purchase price of $86.95. Each Initial Unit consists of one share of Common Stock and one warrant (an “Initial Warrant”) to purchase one additional share of Common Stock for $6.00 in accordance with the terms of the Warrant Agreement to be entered into by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, which shall be substantially in the form attached hereto as Exhibit A (the “Warrant Agreement”). The Initial Units, together with the underlying Common Stock and the Initial Warrants, are referred to herein as the “Securities.”
Purchase and Sale of Purchased Assets Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller Parent shall, and shall cause the other Sellers to, sell, convey, assign and transfer to Purchaser or the applicable Purchaser Designated Affiliates, and Purchaser shall or shall cause the applicable Purchaser Designated Affiliates to purchase, acquire and accept, all of Seller Parent’s and its Subsidiaries’ right, title and interest, free and clear of all Liens other than Permitted Liens, as at the Closing in the following (collectively, the “Purchased Assets”): (a) the equity interests in the Conveyed Subsidiaries (collectively, the “Shares”); (b) the real property that is set forth in Section 2.1(b) of the Seller Disclosure Letter (collectively, the “Owned Real Property”) and the Facilities (including the related improvements and fixtures), and all easements and other rights and interests appurtenant thereto; (c) the real property leases, subleases, licenses and occupancy arrangements that are set forth in Section 2.1(c) of the Seller Disclosure Letter (collectively, the “Real Property Leases” and the real property related to such Real Property Leases, the “Leased Real Property”), including the right to all security deposits and other amounts and instruments deposited by or on behalf of the Sellers thereunder; (d) (i) other than Information Systems (which are the subject of clauses (ii) and (iii)), the owned and leased furniture, equipment, fixtures, machinery, supplies, spare parts, tools, tangible personal property and other tangible property (A) that is Related to the Business and located at a Facility, except as set forth on Section 2.3(a)(xx) of the Seller Disclosure Letter, or (B) set forth on Section 2.1(d)(i)(B) of the Seller Disclosure Letter, (ii) personal computers and vehicles primarily used by the Transferred Employees in respect of the Business (the assets described in the foregoing clauses (i) and (ii), collectively, the “Equipment”), (iii) Business IT Systems, and (iv) any leases relating to such Equipment or Business IT Systems (the “Equipment Leases”); (e) Contracts, sales orders, purchase orders, instruments and other commitments, obligations and arrangements (i) to which Seller Parent or any of its Subsidiaries is a party and that are related solely to the Business, a Purchased Asset or an Assumed Liability, or (ii) that constitute a Shared Contract, but only the portion of such Shared Contract related to the Business (collectively, the “Assumed Contracts”); (f) all Inventory and samples of any Product; (g) all Business IP, including the right to xxx and recover and retain damages for past, present and future infringement or misappropriation of or other violation of any Business IP and all corresponding rights that, now or hereafter, may be secured throughout the world with respect to any Business IP, but for clarity excluding all Retained Names; (h) all Registration Information (including in relation to pending applications for Product Registrations and Manufacturing Registrations) Related to the Business; (i) all Governmental Authorizations, including Product Registrations, Manufacturing Registrations and Environmental Permits, that are owned, used or licensed (subject to the terms of such licenses) and Related to the Business; (j) without duplication, (A) all Records Relating to the Business (including any applicable attorney-client privilege, attorney work product protection and expectation of client privilege attaching to any such Record), other than the Records set forth on Section 2.1(j) of the Seller Disclosure Letter (the “Specified Records”); provided that the Sellers and their Affiliates may retain one (1) copy of each of the foregoing pursuant to Section 6.8 and remove or redact the names of any customers or vendors from such lists to the extent such customers or vendors relate solely to the Retained Businesses, (B) copies of (x) the portions of all Records that relate to, but do not primarily relate to, the Business and (y) the Specified Records, and (C) the corporate books and records (including Tax Returns other than any Seller Combined Tax Returns) of the Conveyed Subsidiaries and their Subsidiaries to the extent related to the Business; provided, further, that in each case of clauses (A)-(C), Seller Parent may redact or remove any information not related to the Business; (k) all accounts receivable and all other assets, in each case included in the calculation of Final Business Working Capital, and all Cash Equivalents included in the calculation of Final Business Net Cash; (l) the goodwill Relating to the Business, together with the right to represent to third parties that Purchaser is the successor to the Business; (m) all claims, defenses, causes of action, counterclaims and rights of set-off against third parties (at any time or in any manner arising or existing, whether xxxxxx or inchoate, known or unknown, contingent or non-contingent) relating primarily to the Business, a Purchased Asset or an Assumed Liability; (n) all credits, prepaid expenses, rebates, deferred charges, advance payments, security deposits and other deposits or amounts held as surety by third Persons and prepaid items, in each case Related to the Business or primarily related to a Purchased Asset or an Assumed Liability and included in the calculation of Final Business Working Capital or Final Business Net Cash; (o) the amount of any insurance proceeds, recoveries or refunds (net of any reasonable costs of investigating and pursuing the underlying claim and of collection and any Taxes imposed in respect thereof) received by Seller Parent or any of its Affiliates under the Insurance Policies after the date hereof in respect of any Loss prior to the Closing in respect of any Purchased Asset or Assumed Liability to the extent Purchaser does not otherwise receive the benefit thereof (including through application of such proceeds) and except to the extent the related Liabilities are included in the calculation of Final Business Working Capital or Final Business Net Cash; (p) the assets of all Conveyed Subsidiary Plans and the assets transferred to Purchaser and the Purchaser Designated Affiliates pursuant to Section 6.6; (q) the assets set forth in Section 2.1(q) of the Seller Disclosure Letter; (r) to the extent legally transferable, all third-party warranties, indemnities, further assurance and other similar covenants, and guarantees to the extent relating to any of the Equipment, Inventory, other Purchased Assets and Assumed Liabilities; and (s) any other assets, properties or rights in each case Relating to the Business, other than those assets specifically identified as Excluded Assets in clauses (i) through (xx) of Section 2.3(a). Notwithstanding anything else herein to the contrary, (i) any assets, properties or rights of any Conveyed Subsidiary (or Subsidiary thereof) that constitute Purchased Assets hereunder shall be deemed Purchased Assets for all purposes of this Agreement (including Article VII), except to the extent any such asset, property or right otherwise would be an Excluded Asset had it not been an asset, property or right of such Conveyed Subsidiary or Subsidiary (and instead an asset, right, or property of Seller Parent or any of its Affiliates (other than a Conveyed Subsidiary (or a Subsidiary thereof))) (a “Conveyed Subsidiary Excluded Asset”), (ii) any Conveyed Subsidiary Excluded Asset shall be deemed an Excluded Asset for all purposes of this Agreement (including Article VII) and Seller Parent shall use commercially reasonable efforts to transfer such Conveyed Subsidiary Excluded Asset, subject to obtaining required consents and Approvals, out of the relevant Conveyed Subsidiary (or Subsidiary thereof) on or prior to the Closing, or thereafter in accordance with Section 6.22, and (iii) any Liability of any Conveyed Subsidiary (or Subsidiary thereof) that otherwise would be a Retained Liability had it not been a Liability of such Conveyed Subsidiary or Subsidiary (and instead a Liability of Seller Parent or any of its Affiliates (other than a Conveyed Subsidiary (or a Subsidiary thereof))) shall be deemed a Retained Liability for all purposes of this Agreement (including Article VII) and Seller Parent shall use commercially reasonable efforts to transfer such Retained Liability, subject to obtaining required consents and Approvals, out of such Conveyed Subsidiary (or Subsidiary thereof) on or prior to the Closing, or thereafter in compliance with Section 6.22. The transfer of assets, properties and rights of any Conveyed Subsidiaries (or any Subsidiary thereof) deemed a Purchased Asset shall be effected solely by virtue of the transfer of the Sellers’ right, title and interest in the Shares and not through the direct transfer of such assets, properties or rights, and Seller Parent and its Subsidiaries shall not be required to transfer any such assets, properties or rights of the Conveyed Subsidiaries and their Subsidiaries other than through the transfer of the Sellers’ right, title and interest in the Shares.

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