Pursuant to the Purchase Agreement Sample Clauses

Pursuant to the Purchase Agreement. Buyer and Seller agreed that Buyer would deposit a portion of the Purchase Price with the Escrow Agent to provide a source to fund any Chip Change Credit, any Purchase Price Deduct and any indemnification obligation of Seller pursuant to Section 8.1 of the Purchase Agreement.
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Pursuant to the Purchase Agreement. Buyer has agreed, among other things, to (i) not to sell or license the Purchased Software except in the case of a sale of substantially all of the assets purchased by Buyer from Seller pursuant to the terms and conditions of the Purchase Agreement to a wholly unaffiliated third party; (ii) not to use the Purchased Software for any purpose other than those purposes related directly to the operation of the Website; and (iii) inform all affiliates, subsidiaries, and successors in interest of the foregoing restrictions.
Sample 1
Pursuant to the Purchase Agreement. ADM has granted certain rights to the use of ADM's Patents as more fully described in Schedule 1.2 to the Purchase Agreement. ADM will manufacture the Aurex-3 for NEAI pursuant to the terms of this Agreement and will manufacture the Aurex-3 at the Facility for other customers not in conflict with the rights so purchased by NEAI.
Sample 1
Pursuant to the Purchase Agreement. Buyer has agreed to purchase (i) all of the outstanding shares of capital stock of RIH from Seller and (ii) the Warehouse Assets and all of the outstanding shares of capital stock of New Pier from Parent.
Sample 1
Pursuant to the Purchase Agreement. Buyer was entitled to purchase up to 2,000,000 shares of Preferred Stock. B. The Preferred Stock was to have voting rights equal to four votes per share of Preferred Stock. C. Global Capital Partners, Inc. (formerly EBI, and herein referred to as "Global") has been informed that the National Association of Securities Dealers, Inc. rules and regulations prohibit it from issuing the Preferred Stock with such super-voting rights, and, accordingly, requested that (i) Seller waive the voting rights, and (ii) exercise and convert the Preferred Stock and Warrants to purchase common stock of Global. Seller has agreed to such terms, in exchange for an amendment to that certain Stock Purchase Agreement, made and entered into as of November 9, 1999 (the "Belle Purchase Agreement"), among Eastbrokers International Incorporated, a Delaware corporation and Seller, pursuant to which the Securities, as defined in the Belle Purchase Agreement, shall include a warrant to purchase up to 1,500,000 shares of Global common stock at an exercise price of $5.50 per share, at any time on or prior to April 17, 2005. D. In order to enter in to the Amendment to the Belle Purchase Agreement, Belle is required to amend the Purchase Agreement in order to permit Belle to comply with its obligations under the Amendment to the Belle Purchase Agreement, and to cause Buyer to waive its voting rights with respect to the shares of Preferred Stock purchased by Buyer, convert such shares of Preferred Stock into Global common stock and exercise the warrants to purchase Global common stock owned by Buyer. E. The Buyer and Seller each desire that the Amendment to the Belle Purchase Agreement be executed, delivered and performed, and have agreed to enter into this Amendment in order to permit Seller to enter into the Amendment to the Belle Purchase Agreement.
Sample 1
Pursuant to the Purchase Agreement. CRI Acquisition agreed to protect, indemnify and hold harmless Computer Research, Mr. Xxxxxxx xxx his wife and Mr. Xxxxxxx xxxinst all liabilities arising out of a breach by CRI Acquisition of any of its representations, warranties, covenants or agreements in the Purchase Agreement. - Prior to the consummation of the offer, Mr. Xxxxxxx, Xx. Xxxxxxx xxx Computer Research have an obligation to jointly and severally protect, indemnify and hold harmless CRI Acquisition, its affiliates and their officers, directors, employees, representatives and agents against all liabilities arising out of a breach of any of the representations, warranties, covenants or agreements made by any of them in the Purchase Agreement. Following the consummation of the offer, only Mr. Xxxxxxx xxx Mr. Xxxxxxx xxxe this joint and several indemnification obligation, which extends until July 7, 2002. Representations and Warranties. Computer Research, Mr. Xxxxxxx xxx Mr. Xxxxxxx xxxe customary representations and warranties to CRI Acquisition with respect to, among other things, Computer Research's organization, capitalization, financial statements, public filings, conduct of business, intellectual property, 20 21 compliance with laws, litigation and undisclosed liabilities. Additionally, Computer Research, Mr. Xxxxxxx xxx Mr. Xxxxxxx xxxresented and warranted to CRI Acquisition that certain anti-takeover laws of Pennsylvania do not apply to Computer Research. As a condition to the consummation of the offer, the representations and warranties must be true unless CRI Acquisition waives them or they would not, in the aggregate, result in a material adverse change in the business, condition, assets or prospects of Computer Research.
Sample 1
Pursuant to the Purchase Agreement. Buyer and Seller agreed that Buyer would deposit a portion of the Purchase Price with the Escrow Agent to provide a source to fund the release or other disposition of any tax liens on the Assets to be Acquired.
Sample 1
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Pursuant to the Purchase Agreement it is a condition precedent to the obligation of each of the Lenders to consummate the transactions contemplated by the Purchase Agreement that Borrower shall have granted a security interest in the Collateral as contemplated by this Security Agreement to secure the payment obligations of Borrower.
Sample 1

Related to Pursuant to the Purchase Agreement

  • Amendments to the Purchase Agreement (a) Section 1.6 of the Purchase Agreement is hereby amended and restated in its entirety as follows:

  • The Purchase Agreement This Agreement has been duly authorized, executed and delivered by the Company and the Guarantors.

  • of the Purchase Agreement Section 2.5 of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

  • Terms of the Purchase Agreement The terms of the Purchase Agreement, including, but not limited to, the representations, warranties, covenants, agreements and indemnities relating to the Assigned Contracts are incorporated herein by this reference. The parties hereto acknowledge and agree that the representations, warranties, covenants, agreements and indemnities contained in the Purchase Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Purchase Agreement and the terms hereof, the terms of the Purchase Agreement shall govern.

  • Amendment to Purchase Agreement Section 1.3 of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

  • Stock Purchase Agreement (a) Purchaser understands and agrees that the conversion of the Note into equity securities of the Company may require such Purchaser’s execution of certain agreements (in form reasonably agreeable to a majority in interest of the Purchasers) relating to the purchase and sale of such securities as well as registration, information and voting rights, if any, relating to such equity securities. (b) Purchaser agrees to be bound by the agreements described in Section 2(a).

  • Note Purchase Agreement The conditions precedent to the obligations of the Applicable Pass Through Trustees and the other requirements relating to the Aircraft and the Equipment Notes set forth in the Note Purchase Agreement shall have been satisfied.

  • Asset Purchase Agreement (a) Within fifteen (15) business days following PCC's receipt of the Put Notice or FBC's receipt of the Call Notice, as the case may be, FBC and PCC shall enter into the Asset Purchase Agreement in the form of Exhibit A hereto (the "Asset Purchase Agreement"), it being understood that the only change to such form shall be changes, if any, in the information contained in the Schedules thereto and the addition, if any, of Schedules thereto that are reasonably required to reflect events occurring after the date hereof; provided, however, that PCC shall not be required to accept any such change or addition that could reasonably be expected to cause a material adverse change in, or have a material adverse effect on, (i) the Assets to be conveyed to PCC pursuant to the Asset Purchase Agreement, (ii) the conduct of the business or operations of the Station or (iii) the ability of FBC to consummate the transactions contemplated by the Asset Purchase Agreement in accordance with its terms; provided further, however, that PCC shall be required to accept any change or addition of the type described in the preceding proviso if such change or addition results from any action taken (or, if required, not taken) by PCC under the Time Brokerage Agreement. Upon the execution and delivery of the Asset Purchase Agreement, FBC and PCC shall perform their respective obligations thereunder, including, without limitation, filing and prosecuting an appropriate application for FCC consent to the assignment of the FCC Licenses from FBC to PCC (the "FCC Consent"). Except as expressly set forth in the Time Brokerage Agreement or the Asset Purchase Agreement, PCC shall not assume any obligations or liabilities of FBC under any contract, agreement, license, permit or other instrument or arrangement. (b) Notwithstanding Section 3(a) of this Option Agreement, in the event that, at the time of the exercise of the Put Option or the Call Option, as the case may be, the only assets held by FBC are (i) the assets to be conveyed to PCC pursuant to the Asset Purchase Agreement and (ii) the certain similar assets to be sold to Buyer pursuant to a certain Option Agreement bearing even date herewith with respect to Seller's New Orleans Station (as identified in such Option Agreement, the "New Orleans Option"), FBC may, at its election, notify PCC in writing that the transactions contemplated by the Asset Purchase Agreement and the New Orleans Option shall each be reconstituted as a sale to PCC of all of the capital stock of FBC (the "Stock Purchase Election"); provided, however, that FBC shall have no right to exercise the Stock Purchase Election if (i) PCC is unable to treat such purchase of stock as a purchase of assets pursuant to Internal Revenue Code ss. 338(h)(10), or its successor, as the same may be amended from time to time, and (ii) PCC and FBC are unable to agree upon the terms and conditions of, and execute and deliver, a Stock Purchase Agreement within thirty (30) days following PCC's receipt from FBC of written notice of its election to exercise the Stock Purchase Election. If FBC exercises the Stock Purchase Election in accordance with the terms of this Section 3(b), FBC and PCC shall negotiate in good faith the terms of the Stock Purchase Agreement, it being understood that such Stock Purchase Agreement shall be substantially equivalent to the Asset Purchase Agreement except for such modifications and additions thereto that are required to conform the Asset Purchase Agreement to the form of agreement customarily used in connection with a sale of capital stock rather than assets, and it being further understood that neither FBC nor PCC shall be required to accept any term or provision in the Stock Purchase Agreement that would, or could reasonably be expected to, result in any increase or decrease in the consideration payable by PCC under the Asset Purchase Agreement or in the liabilities to be assumed by PCC under the Asset Purchase Agreement.

  • Purchase Agreement See the introductory paragraphs hereof.

  • Repurchase Agreement This Repurchase Agreement, duly executed by the parties thereto;

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