SALE OF PURCHASER Sample Clauses

SALE OF PURCHASER. Upon the closing of a Sale Event (as defined below), Purchaser shall pay, or cause to be paid, the following aggregate amount to CDI, 50% in cash and 50% in shares of TCP Common Stock in accordance with, and subject to the provisions of, Section 3.6(d): the present value of the maximum potential future payments of Contingent Consideration remaining as of the closing of such Sale Event, using a discount factor equal to the thirty (30) year treasury xxxx rate as of the date of the Sale Event, to calculate the amount of such payment. For purposes of this Agreement "Sale Event" shall mean (i) a sale of all or substantially all of the assets of Purchaser; (ii) a merger or consolidation involving Purchaser, where Purchaser or an affiliate of TCP is not the surviving entity or in which TCP does not remain the owner, either directly or indirectly, of a majority of the outstanding shares of common stock of Purchaser; and (iii) a sale of a majority of the outstanding capital stock of Purchaser to any one person (other than to an affiliate of TCP).
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SALE OF PURCHASER. As soon as reasonably practicable after the closing of a Sale Event (as defined below), TCP and Purchaser shall jointly and severally pay, or cause to be paid, the following aggregate amount to Sensor: (i) if the closing of such Sale Event occurs after the date hereof but prior to the one year anniversary of the date hereof, an amount equal to fifty percent (50%) of the difference between (A) the aggregate net consideration paid by the acquiring company who is party to such Sale Event (the "Acquiring Company") to Purchaser and/or TCP in connection with the consummation of such Sale Event, after the payment of all of TCP's and/or Purchaser's costs and expenses directly related to such Sale Event, including, without limitation, all attorneys, accountants and investment banking fees and expenses paid by TCP and/or Purchaser in connection with such Sale Event; provided, however, that all such costs and expenses incurred in connection with such Sale Event shall be prorated among each of the persons who are being sold in connection with the Sale Event based upon each such persons fair market value if more than one person is being sold in connection with such Sale Event; and (B) the sum of (I) $1,750,000 (reduced by the amount of any Purchase Price Adjustment in accordance with Section 3.3 and any amounts actually paid by any of the Contract Parties to Purchaser in accordance with Section 8.3); (II) the amount of all TCP's and/or Purchaser's costs and expenses directly related to the consummation of the transaction contemplated by this Agreement, including, without limitation, all attorneys, accountants and investment banking fees and expenses paid by TCP and/or Purchaser in connection with consummation of the transaction contemplated by this Agreement; and (III) all amounts of Contingent Consideration paid by TCP and Purchaser to Sensor pursuant to this Article III at any time after the date hereof and prior to the closing of the Sale Event (the difference between (A) and (B) above being referred to herein as the "Net Sale Proceeds"); (ii) if the closing of such Sale Event occurs on or after the one year anniversary of the date hereof but prior to the two year anniversary of the date hereof, an amount equal to thirty percent (30%) of the Net Sale Proceeds; (iii) if the closing of such Sale Event occurs on or after the second year anniversary of the date hereof but prior to the three year anniversary of the date hereof, an amount equal to twenty percent (20%) of ...
Sample 1
SALE OF PURCHASER. If at any time after the expiration of the Lockout Period, Safanad desires to sell the Purchaser and/or its assets, the Members acknowledge and agree that any such sale will be governed in accordance with the procedures set forth in Section 12.4 of the Investment Partnership Agreement. The Members acknowledge and confirm that the NorthStar Member is a third-party beneficiary of Section 12.4 of the Investment Partnership Agreement. In furtherance of the foregoing, the Venture shall not take any actions pursuant to Section 12.4 without the prior consent of the NorthStar Member, and the Venture shall provide the NorthStar Member with reasonable advance notice and an opportunity to participate in all negotiations and discussions related thereto.
Sample 1
SALE OF PURCHASER. Before the Board of Directors of the Purchaser resolves to enter into a process to sell the Purchaser (not including a “Go Public transaction”), the Purchaser will first engage a reputable investment bank in good standing as an independent financial adviser to advise management and the board on the range of fair market value of the Purchaser. Management will use this number on behalf of the Purchaser to begin negotiations in good faith with the potential any potential purchaser of the Purchaser.
Sample 1

Related to SALE OF PURCHASER

  • Sale of Purchased Assets Sell, transfer, assign, lease, encumber or otherwise dispose of any of the Purchased Assets other than in the ordinary course of Seller's business consistent with past practices;

  • Purchase and Sale of Purchased Assets On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Purchaser will purchase from the Seller, and the Seller will sell, transfer, assign, convey and deliver to the Purchaser the Purchased Assets pursuant to the Xxxx of Sale.

  • Purchase and Sale of Purchased Shares At the Closing and on the terms and subject to the conditions set forth in this Agreement, Sellers shall sell and deliver to Purchaser, and Purchaser shall purchase from Sellers and pay therefor, the Purchased Shares, free and clear of any and all Encumbrances and in suitable form for transfer to Purchaser.

  • Nature of Purchaser Such Purchaser represents and warrants to, and covenants and agrees with, the Partnership that, (a) it is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated by the Commission pursuant to the Securities Act and (b) by reason of its business and financial experience it has such knowledge, sophistication and experience in making similar investments and in business and financial matters generally so as to be capable of evaluating the merits and risks of the prospective investment in the Purchased Units, is able to bear the economic risk of such investment and, at the present time, would be able to afford a complete loss of such investment.

  • Closing of Purchase (a) Upon any purchase by the Company of the Shares pursuant to the Agreement, the Company shall give to Holder and you a written notice specifying the number of Shares to be purchased, the purchase price for the Shares, as determined pursuant to the Agreement, and the time for a closing hereunder (the “Closing”) at the principal office of the Company. Holder and the Company hereby irrevocably authorize and direct you to close the transaction contemplated by such notice in accordance with the terms of said notice.

  • Status of Purchaser The Purchaser is a corporation duly incorporated, validly existing and in good standing and has the power and capacity to enter into this Agreement and carry out its terms; and

  • Nature of Purchase Such Purchaser is not acquiring the Notes purchased by it hereunder with a view to or for sale in connection with any distribution thereof within the meaning of the Securities Act, provided that the disposition of such Purchaser's property shall at all times be and remain within its control.

  • Valid Issuance of Purchased Shares The Purchased Shares, when issued, sold, delivered, and paid for by the Investor in accordance with the terms of this Agreement, will be duly and validly issued, fully paid, and non-assessable

  • 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.

  • Status of Purchasers Such Purchaser is an “accredited investor” as defined in Regulation D promulgated under the Securities Act. Such Purchaser is not required to be registered as a broker-dealer under Section 15 of the Exchange Act and such Purchaser is not a broker-dealer.

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