Sale and Purchase of Shares Purchase Price. (a) Upon the terms and subject to the conditions contained herein, at the Closing, Seller shall sell to Purchaser, and Purchaser shall acquire and accept, all of Seller's right, title and interest in and to the Shares.
Sale and Purchase of Shares Purchase Price. CLOSING 18 2.1 Sale and Purchase of Shares 18 2.2 Cancellation of Options 19 2.3 Payment of Purchase Price and Other Amounts 19
Sale and Purchase of Shares Purchase Price. CLOSING 11 2.1 Sale and Purchase of Shares 11 2.2 Cash Price 11 2.3 Payment of Purchase Price 12 2.4 Cash Price Adjustment 12 2.5 Closing Date 14 2.6 Deliveries Prior to the Closing Date 14 2.7 Deliveries on the Closing Date 15 2.8 Net Cash Payment to Selling Stockholders 16
Sale and Purchase of Shares Purchase Price. (a) Upon the terms and subject to the conditions of this Agreement, the Purchaser agrees to purchase from the Company, and the Company agrees to issue and sell to the Purchaser, on the “Closing Date” (as defined herein), 500,000 shares of Common Stock (the “Management Company Shares”) for an aggregate purchase price of One Hundred Thousand Dollars ($100,000) (the “Purchase Price”).
Sale and Purchase of Shares Purchase Price. Upon the terms and subject to the conditions contained herein, Seller hereby sells, assigns, transfers, conveys and delivers to Buyer, free and clear of all Liens, and Buyer purchases from Seller, the Purchased Shares. The aggregate purchase price for the Purchased Shares, subject to adjustment as hereinafter provided, is One Million Two Hundred Fifty Thousand Dollars ($1,250,000) (the “Purchase Price”). Buyer shall make or cause to be made, by Wire Transfer, the following payments (in an amount, in the aggregate, equal to the Purchase Price):
Sale and Purchase of Shares Purchase Price. 20 Section 2.1 Sale and Purchase of Shares; Treatment of Options 20 Section 2.2 Purchase Price; Calculation and Payment of Closing Consideration 20 Section 2.3 Closing Amounts 21 Section 2.4 Seller Payments 25 Section 2.5 Tax Treatment of Payments 25 Section 2.6 Reimbursement of Payments 25 Section 2.7 Cancellation of Options 26 Article III CLOSING 27 Section 3.1 Closing; Closing Date 27 Section 3.2 Closing Deliveries 27 Article IV TERMINATION 29 Section 4.1 Termination of Agreement 29 Section 4.2 Procedure Upon Termination 31 Section 4.3 Effect of Termination 31 Section 4.4 Reverse Termination Fee 31 Article V REPRESENTATIONS AND WARRANTIES OF HOLDINGS 33 Section 5.1 Organization and Good Standing 33 Section 5.2 Authorization of Agreement 33 Section 5.3 Conflicts; Consents of Third Parties 33 Section 5.4 Capitalization 34 Section 5.5 Subsidiaries 35 Section 5.6 Financial Statements 35 Section 5.7 Absence of Certain Developments 36 Section 5.8 Taxes 36 Section 5.9 Real Property 38 Section 5.10 Tangible Personal Property 39 Section 5.11 Intellectual Property 39 Section 5.12 Material Contracts 40 Section 5.13 Company Benefit Plans 42 Section 5.14 Labor 44 Section 5.15 Litigation 45 Section 5.16 Compliance with Laws; Permits 45 Section 5.17 Environmental Matters 46 Section 5.18 Insurance 46 Section 5.19 Brokers 47 Section 5.20 Recalls; Product Liability 47 Section 5.21 Customers and Suppliers 47 Section 5.22 Inventory 48 Section 5.23 Affiliate Interests and Transactions 48 Section 5.24 No Other Representations or Warranties 48
Sale and Purchase of Shares Purchase Price. (a) Upon the terms and subject to the conditions of this Agreement, the Purchaser agrees to purchase from the Company, and the Company agrees to issue and sell to the Purchaser, on the “Closing Date” (as defined herein), 14,325,200 shares of Common Stock (the “Company Shares”) in consideration for the forgiveness of the Debt under the Note (the “Purchase Price”) pursuant to that certain Debt Forgiveness Agreement (a copy of which is attached as Annex A hereto).
Sale and Purchase of Shares Purchase Price. Upon the terms and subject to the conditions contained herein, on the Closing Date Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, the Shares free and clear of all Security Interests. The aggregate purchase price for the Shares shall be (i) $46,061,164 (the "BASE AMOUNT"), MINUS (ii) the Closing Debt as determined in accordance with Section 2.5(a) below, minus (iii) the Estimated Working Capital Adjustment as determined in accordance with Section 2.5(b) below (collectively, the "CLOSING PURCHASE PRICE"), PLUS or MINUS (iv) the Closing Working Capital Adjustment as determined and paid in accordance with Sections 2.6(a) and (b) below, PLUS or MINUS (v) the Closing Debt Adjustment as determined and paid in accordance with Section 2.6(c) below, MINUS (vi) the Section 2.7 Guarantee Adjustment as determined and paid in accordance with Section 2.7 below, plus (vii) the Section 2.7(b) RMR Adjustment as determined and paid in accordance with Section 2.7 below, PLUS (viii) the Third Party Alarm Adjustment as determined and paid in accordance with Section 2.7 below, MINUS (ix) the Severance Adjustment as determined and paid in accordance with Section 2.9 below (collectively, the "PURCHASE PRICE") DELIVERY OF PURCHASED SHARES AND PAYMENT OF CLOSING PURCHASE PRICE. On the Closing Date, Seller shall deliver to Buyer all stock certificates evidencing the Shares duly endorsed in blank or accompanied by stock powers duly endorsed in blank, in proper form for transfer, and with any required stock transfer tax stamps affixed, against payment on the Closing Date of the amount of the Closing Purchase Price, LESS the Attrition Holdback Amount and LESS the Severance Holdback Amount, by Wire Transfer as set forth in Section 2.11 below.
Sale and Purchase of Shares Purchase Price. 2.2 Closing Debt 2.3 Post-Closing Adjustment 2.4 Closing
Sale and Purchase of Shares Purchase Price. Upon the terms and subject to the conditions contained in this Agreement, on the Closing Date, Sellers shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Sellers, the Shares, free and clear of all Liens. The aggregate purchase price for the Shares (the “Purchase Price”) shall be equal to One Hundred Thirty Eight Million Dollars ($138,000,000) (the “Cash Purchase Price”) less the Closing Debt as described in Section 2.2 (the “Net Cash Purchase Price”). The Purchase Price shall be subject to adjustment as described in Section 2.3. On the Closing Date, upon the terms and subject to the conditions set forth in this Agreement, the Net Cash Purchase Price less the Escrow Amount (as defined in Section 2.5), will be delivered to Sellers and the Escrow Amount will be delivered to the Escrow Agent in accordance with Section 2.5. The Net Cash Purchase Price less the Escrow Amount will be paid to the Sellers by wire transfer of immediately available funds to the bank accounts designated by each Seller and set forth on Schedule 2.1(a). The Purchase Price will be allocated among Sellers in accordance with Schedule 2.1(b) attached hereto.
