Sale and Purchase of Purchased Securities. Section 2.1. Sale and Purchase of the Purchased Securities......................................5 Section 2.2. Closing............................................................................6 Section 2.3. Purchase of Additional Purchased Securities; Subsequent Closings...................6 Section 2.4. Use of Proceeds....................................................................8 ARTICLE III
Sale and Purchase of Purchased Securities. At the Closing and subject to the terms and conditions of this Agreement, the Company shall issue and sell to the Investors and the Investor shall purchase from the Company, severally and not jointly (i) the Purchased Shares, in consideration for a price per Purchased Share of $9.10 (the “Price Per Share”) and (ii) the Warrants, for no additional consideration. The internal allocation of the Purchased Shares and Warrants among the Investors shall be as directed in writing by the Investors to the Company prior to the Closing. To the extent it is required to separate the transactions contemplated hereby for purposes of complying with Section 328 of the Companies Law, then the purchase of Company Shares by the Investors hereunder and the consummation of the other transactions to occur at the Closing as contemplated hereby, shall be deemed to have occur as follows: the Shareholders Agreement and the purchase and sale of the Initial Purchased Shares shall be deemed to have occurred first, and the Tender Offer, sale of Company Shares by the Founders and purchase and sale of Adjustment Shares shall immediately follow.
Sale and Purchase of Purchased Securities. (a) Subject to the terms and conditions set forth herein, at the Initial Closing (as defined in Section 1.2(a)), the Company will issue and sell to the Investor, and the Investor will purchase, 80,000 shares of Preferred Stock and the Warrant for an aggregate purchase price of $8,000,000.
Sale and Purchase of Purchased Securities. At the Closing and subject to the terms and conditions of this Agreement (including, without limitations, the payment in full by each Investor of the aggregate Price Per Share set forth opposite such Investor’s name on Schedule 1, and subject further to the adjustments set out in Section 2.6 hereof and ARTICLE X hereof), the Company will issue and sell to each Investor and each Investor will buy from the Company, severally and not jointly, (i) such number of Purchased Shares as listed opposite such Investor’s name on Schedule 1 attached hereto, in consideration for a price per Share of $1.0722 (the “Price Per Share”) (which is calculated based on 37,304,938 Company Shares (after excluding 35,527 Company Shares which are dormant shares) which, based on Section 3.2, is the number of Company Shares issued and outstanding immediately prior to the Closing and assuming an aggregate of 21,214,292 Company Options and Company Warrants which, based on Section 3.2, is the number of Company Options and Company Warrants outstanding immediately prior to Closing), (ii) such number of Closing Warrants as listed opposite such Investor’s name on Schedule 1 attached hereto, for no additional consideration; and (ii) such number of Additional Warrants as listed opposite such Investor’s name on Schedule 1 attached hereto, for no additional consideration. At the election of the Investors, the allocation among the Investors set forth in Schedule 1 may be modified prior to Closing. In the event that any Additional Warrant is exercised in accordance with its terms, then the Warrants Shares issued thereunder shall, from the date of exercise, be deemed to be Purchased Shares hereunder and shall be treated, for all purposes under this Agreement, including ARTICLE X, as Purchased Shares issued under this Agreement, and the party exercising such Additional Warrants shall, from the date of exercise, be deemed to be an Investor for all purposes under this Agreement.
Sale and Purchase of Purchased Securities. CLOSING 13 Section 2.1 Sale and Purchase of Purchased Securities 13 Section 2.2 Closing 13 Article III CLOSING PAYMENTS AND PURCHASE PRICE ADJUSTMENT 13 Section 3.1 Calculation of Closing and Final Consideration 13 Section 3.2 Payments at Closing; Transaction Expenses and Closing Indebtedness 14 Section 3.3 Post-Closing Adjustment 14 Article IV REPRESENTATIONS AND WARRANTIES CONCERNING THE GROUP COMPANIES 16 Section 4.1 Organization & No Bankruptcy Event 16 Section 4.2 Power and Authorization 16 Section 4.3 Authorization of Governmental Authorities 17 Section 4.4 Noncontravention 17 Section 4.5 Capitalization of the Group Companies 17 Section 4.6 Financial Matters 18 Section 4.7 Absence of Certain Developments 19 Section 4.8 Indebtedness; Guarantees 19 Section 4.9 Assets 19 Section 4.10 Real Property 19 Section 4.11 Intellectual Property 20 Section 4.12 Legal Compliance; Permits; Environmental Matters 21 Section 4.13 Tax Matters 22 Section 4.14 Employee Benefit Plans 24 Section 4.15 Contractual Obligations 26 Section 4.16 Related Party Transactions 27 Section 4.17 Labor Matters 27 Section 4.18 Litigation; Governmental Orders 27 Section 4.19 Insurance 27 Section 4.20 No Brokers 28 Section 4.21 Information & Data Management Systems 28 Section 4.22 Equipment Leases 28 Section 4.23 Employee Matters 28 Section 4.24 Disclaimer of Other Representations and Warranties 30 Article V REPRESENTATIONS AND WARRANTIES OF BUYER 30 Section 5.1 Organization 30 Section 5.2 Authority 30 Section 5.3 No Conflict 31 Section 5.4 Consents 31 Section 5.5 Financing 31 Section 5.6 Limited Guarantee 32 Section 5.7 Litigation 32 Section 5.8 Sufficiency of Funds 32 Section 5.9 Brokers’ and Finders’ Fees 32 Section 5.10 Restricted Securities 32 Section 5.11 Solvency 32 Section 5.12 Due Diligence Review 32 Article VI REPRESENTATIONS AND WARRANTIES OF THE SELLER 33 Section 6.1 Organization 33 Section 6.2 Authority 33 Section 6.3 No Conflict 34 Section 6.4 Consents 34 Section 6.5 Ownership of Purchased Securities 34 Section 6.6 Litigation 34 Section 6.7 No Brokers 34 Section 6.8 Disclaimer of Other Representations and Warranties 34 Article VII CERTAIN PRE-CLOSING COVENANTS 35 Section 7.1 Operation of the Business 35 Section 7.2 Access to Premises and Information 37 Section 7.3 Supplemental Information 37 Section 7.4 Regulatory Compliance 37 Section 7.5 No Solicitation 39 Section 7.6 Payoff Letters and Lien Releases 40 Section 7.7 Debt Financing 40 Section 7.8 Contact with Customers 44 Secti...
Sale and Purchase of Purchased Securities. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser shall purchase and accept from Seller, and Seller shall sell, transfer, assign, convey and deliver to Purchaser, all right, title and interest in and to the Purchased Securities, free and clear of all Liens, other than Permitted Liens set forth on Schedule 2.1.
Sale and Purchase of Purchased Securities. The Company agrees to ---- --- -------- -- --------- ---------- issue and sell to the Investor, and, subject to all of the terms and conditions hereof and in reliance on the representations and warranties set forth or referred to herein, the Investor agrees to purchase the following Securities (collectively, the "Purchased Securities") for the dollar amount specified by --------- ---------- the Investor on the signature page hereto (the "Purchase Price"): -------- -----
Sale and Purchase of Purchased Securities. Upon the terms and subject to the conditions contained herein, on the Closing Date, Buyer shall purchase the Purchased Securities from the Seller, and the Seller shall sell to Buyer the Purchased Securities free and clear of any and all Encumbrances for a purchase price equal to the amounts paid by Buyer pursuant to Section 3.2 (but subject to any adjustments made pursuant to Section 3.3).
Sale and Purchase of Purchased Securities. Upon the terms and subject to the conditions contained herein, on the Closing Date, the Purchaser shall purchase the Purchased Securities from the Sellers for an aggregate cash amount equal to the Gross Purchase Price (payable and subject to adjustment as provided in Article II), and each Seller shall sell to the Purchaser the number of Purchased Securities set forth opposite such Seller’s name on Appendix II hereto for an amount (payable and subject to adjustment as provided in Article II) equal to the amount set forth opposite such Seller’s name in the Waterfall Spreadsheet under the heading “Purchase Price Allocable to Seller,” in each case, free and clear of any and all Liens (the “Transaction”).
Sale and Purchase of Purchased Securities. The Company agrees to issue and sell to you and, subject to all of the terms and conditions hereof and in reliance on the representations and warranties set forth or referred to herein, you agree to purchase the number of shares of Series A Preferred Stock of the Company and the Common Stock Purchase Warrants for the purchase of that percentage of shares of Common Stock of the Company issuable pursuant to the Warrants as set forth on Exhibit A hereto, such Warrants to be in the form of Exhibit C hereto.
