Sale and Purchase Closing. Subject to the terms and conditions contained in this Agreement, it is hereby agreed as follows:
Sale and Purchase Closing. Sale and Purchase of the Purchased Interests 10 2.2 Purchase Price; Closing Deliveries 11 2.3 Closing 13 2.4 Directors 13 2.5 Officers 13 3.1 Organization 14 3.2 Authorization 14 3.3 Consents and Approvals 14 3.4 Non-Contravention 14 3.5 Litigation 15 3.6 Brokers and Finders 15 4.1 Organization 16 4.2 Authorization 16 4.3 Consents and Approvals 16 4.4 Non-Contravention 17 4.5 Transferred Employees 17 4.6 Litigation 17 4.7 Conduct of Business 18 4.8 Investment Status 18 4.9 Brokers and Finders 18 5.1 Conduct of Business 19 5.2 Information and Access 20 5.3 Confidentiality 21 5.4 Further Action; Efforts 23 5.5 Publicity 25 5.6 Restrictions on Transfers 25 5.7 Intercompany Arrangements 25 5.8 Transition Services Agreement 26 5.9 Transition 26 5.10 Merger Agreement Matters 27 5.11 Corporate Guarantees 27 5.12 Seller Guarantee 28 5.13 Seller Indemnification Cooperation 28 5.14 Transfer of Employees 28 5.15 Further Assurances 29 5.16 Business Relationships 30 5.17 Intellectual Property Matters 30 5.18 Employment Matters 31
Sale and Purchase Closing. 1
1.1 Authorization of Issuance and Sale 1
1.2 Commitment to Purchase the Purchased Securities 1
1.3 Payment of the Subscription Price and Purchase Price for the Purchased Securities 2 1.4 Closing of the Purchased Securities 2 Article 2 REPRESENTATIONS AND WARRANTIES OF THE COMPANY 2
2.1 Reporting Compliance 2 2.2 Common Stock; Preferred Stock 2
2.3 Capitalization and Other Capital Stock Matters 3
2.4 No Material Misstatement or Omission 3 2.5 Preparation of the Financial Statements 4 2.6 Disclosure Controls and Procedures 4 2.7 Independent Accountants 5
2.8 No Material Adverse Change 5
2.9 Rating Agencies 5 2.10 Subsidiaries 6
2.11 Incorporation and Good Standing of the Company and its Subsidiaries 6
2.12 Legal Power and Authority 6
2.13 This Agreement 6
2.14 Compliance with Existing Instruments 7 2.15 No Conflicts 7 2.16 No Consents 7 2.17 No Material Applicable Laws or Proceedings 7
Sale and Purchase Closing. 1.1 Upon the terms set forth in this Agreement and for the consideration set forth herein, Seller hereby sells the PHL Shares to Purchaser, and Purchaser hereby purchases the PHL Shares from Seller, free and clear from all Encumbrances and together with all rights and advantages attaching thereto.
1.2 The closing of the purchase and sale of the PHL Shares as set forth in Section 1.1 (the "Completion") is occurring concurrently with the execution and delivery of this Agreement (the "Completion Date") at the offices of Holme Xxxxxxx & Xxxx LLP, 0000 Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000.
Sale and Purchase Closing. 1.1 Upon the terms set forth in this Agreement and for the consideration set forth herein, LMI GP 1 hereby sells the General Partnership Interest 1 to CMB I, and CMB I hereby purchases the General Partnership Interest 1 from LMI GP 1, free and clear from all Encumbrances and together with all rights and advantages attaching thereto.
1.2 Upon the terms set forth in this Agreement and for the consideration set forth herein, LMI GP 2 hereby sells the General Partnership Interest 2 to CMB II, and CMB II hereby purchases the General Partnership Interest 2 from LMI GP 2, free and clear from all Encumbrances and together with all rights and advantages attaching thereto.
1.3 The closing of the purchase and sale of the Partnership Interests as set forth in Sections 1.1 and 1.2 (the "Closing") is occurring concurrently with the execution and delivery of this Agreement (the "Closing Date") at the offices of Xxxxx Xxxxx L.L.P., 00 Xxxxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000.
Sale and Purchase Closing. SECTION 2.01 SALE OF SHARES..
Sale and Purchase Closing. Sale and Purchase of the Summit Investments Interests 3 Section 2.2 Sale and Purchase of the Subject Common Units 4 Section 2.3 Closing 4 Section 2.4 Additional CODI Tax Liability 4 Section 3.1 Organization 5 Section 3.2 Validity of Agreement; Authorization 5 Section 3.3 No Conflict or Violation 5 Section 3.4 Consents and Approvals 6 Section 3.5 Capitalization; Ownership of the Subject Interests 6 Section 3.6 No Assets or Liabilities of the Summit Entities; Activities of the Summit Entities 7 Section 3.7 Litigation 8 Section 3.8 Compliance with Laws and Court Orders 8 Section 3.9 Taxes 8 Section 3.10 Brokers 9 Section 3.11 No Default 9 Section 3.12 Affiliated Transactions 9 Section 3.13 Certain Disclaimers 9
Sale and Purchase Closing. (a) The sale and purchase of the Shares shall take place at a closing (the “Plaza Closing”) to be held at the time and location determined in accordance with Section 8.1 in the NEG Acquisition Agreement, immediately prior to the Closing under the NEG Acquisition Agreement, following the satisfaction or, to the extent permitted by applicable Legal Requirement, waiver of all conditions to the obligations of the parties set forth in Article 5 (other than such conditions as may, by their terms, only be satisfied at the Plaza Closing or immediately thereafter at the Closing, provided all parties irrevocably stand ready to satisfy such conditions) (such date, the “Plaza Closing Date”).
(b) At the Plaza Closing, (i) AQN shall cause LUC to deliver to LG, by wire transfer to a bank account designated in writing by LG to AQN at least two Business Days prior to the Plaza Closing Date, an amount equal to the Share Price in immediately available funds in United States dollars and (ii) LG shall deliver or cause to be delivered to LUC certificates representing the Shares, duly endorsed in blank or accompanied by stock powers duly endorsed in blank in proper form for transfer, with appropriate transfer stamps, if any, affixed.
Sale and Purchase Closing. 1
1.1 Authorization of Issuance and Sale 1 1.2 Commitment to Purchase the Preferred Shares 1 1.3 Payment of the Subscription Price and Purchase Price for the Preferred Shares 1 1.4 Closing of the Preferred Shares 2 Article 2 REPRESENTATIONS AND WARRANTIES OF THE COMPANY 2 2.1 Reporting Compliance 2 2.2 Common Stock; Preferred Stock 2 2.3 Capitalization and Other Capital Stock Matters 3 2.4 No Material Misstatement or Omission 3 2.5 Preparation of the Financial Statements 3 2.6 Disclosure Controls and Procedures 4 2.7 Independent Accountants 4 2.8 No Material Adverse Change 5 2.9 [Reserved] 5 2.10 Subsidiaries 5 2.11 Incorporation and Good Standing of the Company and its Subsidiaries 5 2.12 Legal Power and Authority 6 2.13 This Agreement 6 2.14 Compliance with Existing Instruments 6 2.15 No Conflicts 7 2.16 No Consents 7 2.17 Litigation 7 2.18 All Necessary Permits 7 2.19 Title to Properties 8 2.20 Tax Law Compliance 8 2.21 Intellectual Property Rights 8 2.22 ERISA Matters 9 2.23 Labor Matters 9 2.24 Compliance with Environmental Laws 10 2.25 Insurance 10 2.26 Accounting System 11 2.27 Use of Proceeds; Solvency; Going Concern 11 2.28 No Price Stabilization or Manipulation 11 2.29 No Registration Required Under the Securities Act 12 2.30 No Integration 12 2.31 No Applicable Registration or Other Similar Rights 12 2.32 Investment Company Act 12 2.33 No Brokers 12 2.34 No Restrictions on Payments of Dividends 12 2.35 Xxxxxxxx-Xxxxx 12 2.36 No Unlawful Contributions or Other Payments 13 2.37 Foreign Corrupt Practices Act 13 2.38 Money Laundering 13 2.39 [Reserved] 13 2.40 Related Party Transactions 13 2.41 Stamp Taxes 14 2.42 Education Approvals; Compliance with Education Laws 14 2.43 No Contract Terminations 18 2.44 Certificates 18 Article 3 REPRESENTATIONS OF THE INVESTOR 18 3.1 Existence and Good Standing; Authority 18 3.2 Authorization of Agreement; Enforceability 18 3.3 Accredited Investor 19 3.4 No Disqualification Event 19 3.5 Information; Knowledge of Business 19 3.6 Investment Intent 19 3.7 No Manipulation or Stabilization of Price 19 3.8 Compliance with Securities Laws 20 3.9 Reliance on Own Investigation 20 3.10 Regulatory Qualifications 20 Article 4 CLOSING DELIVERABLES 21 4.1 Conditions to Obligations of the Investor for Closing 21 4.2 Compliance with Covenants 22 4.3 Required Consents 22 Article 5 COVENANTS 22 5.1 Access to Records 22 5.2 Financial Reporting 23 5.3 Tax Matters 23 5.4 New York Stock Exchange Listing 23 5.5 Use of Proceeds 23 5.6 HS...
Sale and Purchase Closing. 11 (a) Sale and Purchase...................................... 11 (b)
