Purchase by Purchaser Sample Clauses

Purchase by Purchaser. Subject to the terms and conditions set forth herein, the Purchaser hereby agrees to purchase from the Company One Thousand (1,000) Company Shares in exchange for payment of One Hundred Million Japanese Yen ((Y)100,000,000) (the "PURCHASE CASH AMOUNT"), which Purchase Cash Amount shall be paid to the Company by wire transfer to the designated capital holding account on the specified date not later than fifteen business days of the date hereof (such date on which payment of the Purchase Cash Amount is received, the "CLOSING DATE").
Sample 1
AutoNDA by SimpleDocs
Purchase by Purchaser. The Purchasers shall have paid the Purchase Price.
Sample 1
Purchase by Purchaser. Vendor hereby sells to Purchaser, and Purchaser purchases from Vendor, all of Vendor's right, title and interest in and to the Phage International Shares, for a price of $1.00 per share, for a total purchase price of $150,000. Purchaser shall pay the purchase price to Vendor as follows: (i) promptly upon the execution and delivery of this Agreement by all parties, Purchaser shall pay Vendor an amount equal to 10% of the total purchase price; and (ii) Purchaser shall pay the balance of the purchase price when (a) Vendor has delivered to Phage International all documents Stock Purchase Agreement page required by the Purchase Agreement and any stock certificates, stock powers, incumbency certificates, and other documents required by Phage International or its transfer agent in order to conclude the transactions contemplated by this Agreement and (b) the transfer agent has confirmed that it is prepared to issue a certificate representing the Phage International Shares to Purchaser. In lieu of the issuance of a certificate representing the Phage International Shares to Vendor, and the subsequent assignment of that certificate to Purchaser, Vendor and Purchaser instruct Phage International to issue a certificate representing the Phage International Shares directly to Purchaser.
Sample 1
Purchase by Purchaser. The Company’s obligations to consummate the Merger shall be conditioned on the consummation of the Stock Purchase.
Sample 1
Purchase by Purchaser. Subject to the terms and conditions set forth herein, each of the Sellers individually and collectively agree to sell to Purchaser, and Purchaser agrees to purchase from Sellers, 100% of the Sellers’ membership interests in CIE (the "Membership Interests") as follows: Xxxxx X. Xxxx 48.00% Xxxxxx X. Xxxxxx XX 32.00% Xxxx X Xxxxxxxx 20.00%
Sample 1
Purchase by Purchaser. Subject to the terms and conditions set forth herein, each of the Sellers individually agrees to sell to Purchaser, and Purchaser agrees to purchase from Sellers, all but not less than all of the Sellers’ shares of stock and membership interests in Companies (collectively the "Equity Interests") as follows: a. Xxxxxx X. Xxxxxxxx 333 1/3 33 1/3% b. Xxxxxxx X. Xxxxxx 333 1/3 33 1/3% c. Xxxxx X. Xxxxxxxxx 333 1/3 33 1/3%
Sample 1
Purchase by Purchaser. Subject to the terms and conditions set forth in this Agreement, at the Closing (as defined in Section 1.4 below), Purchaser agrees to purchase from Seller, and Seller agrees to sell to Purchaser all of Seller's right, title and interest in and to the following assets (collectively, the "Purchased Assets"): (a) All machinery, equipment (including, without limitation, computer equipment and software, telephonic systems and other communication and information systems), fixtures and office fumiture, vehicles and other tangible personal property owned by Seller set forth in Schedule 1.1(a); (b) The registration for the Internet domain name "xxxxxxxxxx.xxx;" (c) The business name "Lowestrate. com" and the trademark application for such name and the goodwill related thereto. (d) All contracts, leases and agreements listed on Schedule 1.1(d) (collectively, the "Assumed Contracts").
Sample 1
AutoNDA by SimpleDocs
Purchase by Purchaser. 1 1.2. Reserved Rights.......................................................2 1.3. Excluded Assets.......................................................2 1.4.
Sample 1
Purchase by Purchaser. Subject to the terms and conditions set forth in this Agreement, other than Excluded Assets (as defined in Section 1.02 below), Purchaser agrees to purchase from the Sellers, and the Sellers agree to sell, transfer and convey to Purchaser, at the Closing (as defined below) all of the Sellers' right, title and interest in and to the Business and all the properties, assets and rights of whatever kind and description, tangible or intangible, real, personal or mixed, and wherever located, which are used or held for use in, related to, or associated with, directly or indirectly (in whole or in part), the Sellers' operation of the Business, including, without limitation, all of Sellers' good will with respect to the Business, and all of the following assets (collectively, the "Purchased Assets"): (a) All leases of real property occupied by the Sellers in connection with the Business as specified on Schedule 1.01(a) (collectively, the "Real Property Leases"); (b) All office supplies used in connection with the Business; (c) All machinery, equipment (including, without limitation, computer equipment, telephonic systems and other communication and information systems), fixtures and office furniture, vehicles and other tangible personal property owned or leased by the Sellers and used or held for use in, related to, or associated with, directly or indirectly (in whole or in part), the Sellers' operation of the Business (collectively, the "Equipment"); (d) All books of account, records, files, invoices, customer lists, supplier lists and other data used or held for use in, related to, or associated with, directly or indirectly (in whole or in part), the Sellers' operation of the Business; (e) All rights under, and interest in, the Contracts listed on Schedule 1.01(e) including, without limitation, the Capstead Inc. Retention Incentive Plan dated as of September 24, 1998, and the Severance Benefits Agreement dated as of September 25, 1998 between the Company and Chrixxxxxxx X. Xxxxxx (xxe "Employment Agreements") (collectively, including any and all amendments and supplements disclosed on such Schedule, the "Assumed Contracts"); (f) All right, title and interest with respect to all Assumed Obligations (as defined in Section 1.03) (including, without limitation, refunds, claims thereto, security deposits, and any other claims thereunder); (g) All sales literature, promotional literature and other selling material used or held for use in, related to, or associated with,...
Sample 1

Related to Purchase by Purchaser

  • Deliveries by Purchaser At each Closing, Purchaser shall deliver to Stayton with respect to the Initial Closing Properties, or each Deferred Property being conveyed, as applicable, the following: (a) the Cash Consideration Amount payable to Stayton at the applicable Closing in accordance with Section 2.5(c), and, if applicable in connection with the Initial Closing, the instruments contemplated by Section 2.6(b) evidencing the Rollover Equity; (b) a fully executed assignment and assumption agreement described in Section 8.3(c) above; (c) in connection with the Closing of the Initial Closing Properties only, with respect to Properties in which Purchaser has NOT received all Licensing Approvals on or prior to the Initial Closing Date, a signed Interim Operating Agreement, with all exhibits and schedules attached thereto; (d) a fully executed assignment and assumption agreement described in Section 8.3(f) above; (e) if applicable, duly completed and executed real estate transfer tax filings for the applicable Properties consistent with Section 14.13(c); (f) a closing statement, prepared and approved by Stayton and Purchaser, consistent with the terms of this Agreement and duly executed by Purchaser; (g) such other assignments, instruments of transfer, and other documents as Stayton may reasonably require in order to complete the transactions contemplated hereunder or to evidence compliance by Purchaser with the covenants, agreements, representations and warranties made by it hereunder, in each case, duly executed by Purchaser; (h) a duly executed and sworn Secretary's Certificate from Purchaser certifying that Purchaser has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended; and (i) an executed and acknowledged incumbency certificate from Purchaser certifying the authority of the officers of Purchaser to execute this Agreement and the other documents delivered by Purchaser to Stayton at the Closing.

  • Representations by Purchasers; Resale by Purchasers (a) Each Purchaser severally represents and warrants to the Company and the Guarantors that it is an institutional “accredited investor” within the meaning of Rule 501(a)(1),(2),(3) or (7) under the Securities Act. (b) Each Purchaser severally acknowledges that the Notes have not been registered under the Securities Act and represents and warrants to, and agrees with, the Company and the Guarantors that it will not offer or sell the Offered Securities within the United States or to, or for the account or benefit of, U.S. persons, except (i) pursuant to Rule 144A or any other exemption from the registration requirements of the Securities Act, if available, or (ii) to non-U.S. persons outside the United States, in accordance with Regulation S. Each Purchaser severally represents and agrees that it has offered and sold the Notes, and will offer and sell the Notes (i) as part of its distribution at any time and (ii) otherwise until 40 days after the later of the commencement of the offering and the Closing Date, only in accordance with Rule 903 or Rule 144A. Accordingly, neither such Purchaser nor its affiliates, nor any persons acting on its or their behalf, have engaged or will engage in any directed selling efforts with respect to the Notes, and such Purchaser, its affiliates and all persons acting on its or their behalf have complied and will comply with the offering restrictions requirement of Rule 144A and Regulation S. Each Purchaser severally agrees that, at or prior to confirmation of sale of the Notes, other than a sale pursuant to Rule 144A, such Purchaser will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases the Notes from it during the restricted period a confirmation or notice to substantially the following effect: “The Securities covered hereby have not been registered under the U.S. Securities Act of 1933 (the “Securities Act”) and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the date of the commencement of the offering and the closing date, except in either case in accordance with Regulation S (or Rule 144A if available) under the Securities Act. Terms used above have the meanings given to them by Regulation S.” Terms used in this subsection (b) have the meanings given to them by Regulation S. (c) Each Purchaser severally agrees that it and each of its affiliates has not entered and will not enter into any contractual arrangement with respect to the distribution of the Notes except for any such arrangements with the other Purchasers or affiliates of the other Purchasers or with the prior written consent of the Company. (d) Each Purchaser severally agrees that it and each of its affiliates will not offer or sell the Notes in the United States by means of any form of general solicitation or general advertising within the meaning of Rule 502(c), including, but not limited to (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. Each Purchaser severally agrees, with respect to resales made in reliance on Rule 144A of any of the Notes, to deliver either with the confirmation of such resale or otherwise prior to settlement of such resale a notice to the effect that the resale of such Notes has been made in reliance upon the exemption from the registration requirements of the Securities Act provided by Rule 144A.

  • Closing Deliveries by Purchaser At the Closing on the Closing Date the Purchaser shall deliver to the Seller. (a) The Closing Payment to be delivered by the Purchaser pursuant to Section 3.03(a) of this Agreement; (b) The Supply Agreements duly executed by Purchaser (or its appropriate Affiliates as set forth on Exhibits D-1, D-2, D-3 and D-4); (x) The Transition Services Agreement duly executed by Purchaser (or its appropriate Affiliate as set forth on Exhibit E); (d) Certified copies of the Purchaser's articles of incorporation and all amendments thereto, certified by the Secretary of State of the State of North Carolina as of date not more than ten Business Day prior to the Closing Date; (e) Certified copies of minutes or unanimous written consents of the Board of Directors of the Purchaser approving the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated under this Agreement; (f) A Certificate, dated the Closing Date, executed by the appropriate officer of the Purchaser, required by Section 11.02 of this Agreement; (g) An agreement executed by the Purchaser reflecting the assumption of the liabilities set forth in Section 3.06(a) of this Agreement, in the form attached hereto as Exhibit G; and (h) Such other documents as the Seller or its counsel may reasonably request to carry out the purposes of this Agreement, including, but not limited to, the documents to be delivered pursuant to Article XI of this Agreement.

  • Delivery by Buyer At the Closing, Buyer shall deliver to Seller a certificate representing the EYEQ Shares.

  • Delivery by Seller At the Closing, Seller will deliver to Buyer certificates representing the JET Shares, duly endorsed for transfer.

  • BREACH BY PURCHASER In the event Purchaser should fail to consummate the purchase of the Property, the conditions to Purchaser’s obligations set forth in Article III having been satisfied and Purchaser being in default and Seller not being in default hereunder, Seller shall have the right to receive the Escrow Deposit, if any, from the title company, the sum being agreed on as liquidated damages for the failure of Purchaser to perform the duties, liabilities, and obligations imposed upon it by the terms and provisions of this Contract, and Seller agrees to accept and take this cash payment as its total damages and relief and as Seller’s sole remedy hereunder in such event. If no Escrow Deposit has been made then Seller shall receive the amount of $500 as liquidated damages for any failure by Purchaser.

  • Purchase by Assignee The Assignee reserves the right to bid for the property whether by itself or its agent or the Auctioneer (without payment of any deposit whatsoever). In the event the Assignee is declared the Purchaser, then the purchase price or so much as is applicable shall be set off against the indebtedness owing to the Assignee under the loan and security documentation on the date of sale, plus costs and expenses for the sale or incidental thereto.

  • Closing Deliveries by the Purchaser At the Closing, the Purchaser shall execute, where necessary or appropriate, and deliver to the Shareholder each and all of the following: (i) Payment of the Purchase Price in the manner set forth in Section 2.3 of this Agreement; (ii) A certificate in the form of EXHIBIT C hereto signed by a duly authorized officer of the Purchaser, and dated as of the Closing Date, to the effect that the representations and warranties made by the Purchaser in this Agreement (as modified by the Schedules and any Supplement(s)) and in any document, instrument and/or agreement to be executed and delivered by the Purchaser pursuant to this Agreement are true and correct in all material respects at and as of the Closing and the Purchaser has performed and complied with all of its covenants, agreements and obligations under this Agreement which are to be performed and complied with by the Purchaser on or prior to the Closing Date; (iii) A copy certified by the Secretary of the Purchaser of the duly adopted resolutions of the Board of Directors of the Purchaser approving this Agreement, including the Ancillary Documents, and authorizing the execution and delivery of this Agreement, including the Ancillary Documents, and the consummation of the transactions contemplated hereby and thereby; (iv) A duly executed written opinion letter by counsel for the Purchaser, dated as of the Closing Date, addressed to the Shareholder, as contemplated by Section 8.3 of this Agreement; (v) Evidence reasonably satisfactory to the Shareholder that the performance and other bonds required by Section 5.25 have been secured in accordance with the provisions of such section; (vi) A certificate of good standing of the Purchaser dated within five (5) days of the Closing Date issued by the Secretary of State of the Purchaser's state of incorporation; and (vii) Such other documents and items as are reasonably necessary or appropriate to effect the consummation of the transactions contemplated hereby or which may be customary under local law.

  • By Purchaser Subject to the limitations set forth in this Article 6 and Section 7.15, from and after the Closing Purchaser agrees to indemnify and hold harmless Seller and Seller’s Affiliates together with their respective directors, officers, managers, employees and agents (each a “Seller Indemnified Party”) from and against any and all Losses that any Seller Indemnified Party incurs by reason of or in connection with any of the following circumstances: (i) Any breach by Purchaser of any representation or warranty made by it in Article 3 or any breach or violation of any covenant, agreement or obligation of Purchaser contained herein; and (ii) As set forth in Part VI of Appendix B.

  • Closing Deliveries by Buyer At the Closing, Buyer shall deliver, or cause to be delivered, to Seller: (a) The Initial Purchase Price in accordance with Section 3.3.(a); (b) The certificates, consents and other documents required to be obtained or delivered pursuant to Article VIII; (c) The Porcine Substance Supply Agreement, duly executed by Buyer; (d) The IB Supply Agreement, duly executed by Buyer; (e) The IB Technology Transfer Agreement, duly executed by Buyer; (f) The Patent License Agreement duly executed by Buyer; (g) The TTA Assignment duly executed by Buyer; (h) The Transition Services Agreement, duly executed by Buyer; (i) The Dutch Asset Purchase Agreement duly executed by Buyer; (j) The Liability Agreement duly executed by Buyer and Amphastar Pharmaceuticals Inc. ; (k) The Stability Testing Services Agreement duly executed by Buyer, (l) The Porcine Insulin for Biotech Supply Agreement duly executed by Buyer, (m) The IB Quality Agreement duly executed by Buyer, (n) The PI Quality Agreement duly executed by Buyer, (o) The CDAs duly executed by Buyer, (p) The PI Supply Agreement, (q) The XXX, (r) A Buyer Parent guarantee letter in substantially the form attached hereto as Exhibit S, duly executed by Buyer Parent to secure the performance of Buyer’s or/and Buyer’s Affiliate’s obligations as set forth in the Transaction Documents (other than this Agreement) (the “Buyer Parent Guarantee”). (s) Such other documents, certificates, agreements and other writings as may be reasonably necessary or desirable to effectuate the transactions contemplated by this Agreement.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!