Sale of Designated Assets Sample Clauses

Sale of Designated Assets. Each Seller hereby sells, assigns, transfers, conveys and delivers to Purchaser the entirety of their right, title and interest (if any) in and to the Designated Assets on the terms and subject to the conditions set forth in this Agreement. The “Designated Assets” shall mean the following assets (to the extent not previously or otherwise required to be assigned by Sellers to the Xxxxxx Xxxxxxxx Junior University (“Stanford”) under their existing employment agreements):
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Sale of Designated Assets. The Sellers shall cause to be sold, assigned, transferred, conveyed and delivered to the Purchaser, at the Closing (as defined in Section 1.6), good and valid title (subject only to Permitted Liens) to the Designated Assets (as defined below), on the terms and subject to the conditions set forth in this Agreement. For purposes of this Agreement, "Designated Assets" shall mean all of the assets, rights and interests set forth below:
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Sale of Designated Assets. Clayco and the Bank shall have completed the sale of the Designated Assets to a newly formed entity owned by the Seller Representative and Xxxxxxx Xxxxxxxxx, without recourse to the Bank, for an aggregate cash purchase price of $5,639,514.01.
Sample 1
Sale of Designated Assets. Each Seller hereby sells, assigns, transfers, conveys and delivers to Purchaser the entirety of their right, title and interest (if any) in and to the Designated Assets on the terms and subject to the conditions set forth in this Agreement. The “Designated Assets” shall mean the following assets (to the extent not previously or otherwise required to be assigned by Sellers to the Lxxxxx Xxxxxxxx Junior University (“Stanford”) under their existing employment agreements):
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Sale of Designated Assets. The Seller Corporations shall cause to be sold, assigned, transferred, conveyed and delivered to the Purchaser, at the Closing, good and valid title to the Designated Assets, free of any Encumbrances, on the terms and subject to the conditions set forth in this Agreement. For purposes of this Agreement, "Designated Assets" shall mean and include all of the properties, rights, interests and other tangible and intangible
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Sale of Designated Assets. 1 1.2 Excluded Assets....................................................3
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Related to Sale of Designated Assets

  • Unwinding of Designated Transactions On or prior to any repayment or prepayment of the Loan under this Clause 8 or any other provision of this Agreement, the Borrower shall wholly or partially reverse, offset, unwind or otherwise terminate one or more of the continuing Designated Transactions to the extent necessary to ensure that the notional principal amount of the continuing Designated Transactions thereafter remaining does not and will not in the future (taking into account the scheduled amortisation) exceed the amount of the Loan as reducing from time to time thereafter pursuant to Clause 8.1.

  • Effect of Designation (i) If notice designating an Early Termination Date is given under Section 6(a) or (b), the Early Termination Date will occur on the date so designated, whether or not the relevant Event of Default or Termination Event is then continuing.

  • Certificate of Designation The Certificate of Designation shall have been duly filed with the Secretary of State of the State of Delaware.

  • Certificate of Designations The Certificate of Designations shall have been filed with the Secretary of State of the State of Delaware.

  • Purchase and Sale of Preferred Shares Upon the following terms and conditions, CDRD shall issue and sell to each Investor severally, and each Investor severally shall purchase from CDRD, the number of First Closing Shares and up to the number of Second Closing Shares indicated next to such Investor's name on Schedule I attached to this Agreement."

  • Purchase and Sale of Preferred Stock 1.1 Sale and Issuance of Series A Preferred Stock. ---------------------------------------------

  • Purchase and Sale of Debentures Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, Buyer agrees to purchase, at each Closing, and Company agrees to sell and issue to Buyer, at each Closing, Debentures in the amount of the Purchase Price applicable to each Closing as more specifically set forth below.

  • Purchase and Sale of Preferred Shares and Warrants 1.1.1. On or prior to the Initial Closing, as hereinafter defined, the Company shall adopt and file the Certificate of Designation with the Secretary of State of the State of Delaware and authorize, execute and deliver the Warrant Agreement.

  • Preferred Share Provisions Each one one-hundredth of a Preferred Share, if issued: • will not be redeemable. • will entitle holders to quarterly dividend payments of $0.01 per share, or an amount equal to the dividend paid on one share of common stock, whichever is greater. • will entitle holders upon liquidation either to receive $1 per share or an amount equal to the payment made on one share of common stock, whichever is greater. • will have the same voting power as one share of common stock. • if shares of our common stock are exchanged via merger, consolidation, or a similar transaction, will entitle holders to a per share payment equal to the payment made on one share of common stock. The value of one one-hundredth interest in a Preferred Share should approximate the value of one share of common stock.

  • Sale of Placement Shares On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, upon the Agent’s acceptance of the terms of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. The Company acknowledges and agrees that (i) there can be no assurance that the Agent will be successful in selling Placement Shares, (ii) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Placement Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Placement Shares as required under this Agreement and (iii) the Agent shall be under no obligation to purchase Placement Shares on a principal basis pursuant to this Agreement, except as otherwise agreed by the Agent and the Company.

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