Sale of Shares and Closing Sample Clauses

Sale of Shares and Closing. 1.01 Purchase and Sale 1.02 Purchase Price 1.03 Closing 1.04 Post-Closing Adjustments 1.05 Closing Balance Sheets
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Sale of Shares and Closing. 10 2.1. Purchase and Sale of Shares.............................10 2.2.
Sale of Shares and Closing. 1 1.01. Purchase and Sale 1 1.02. Purchase Price 1 1.03. Closing; Holdback 1 1.04. Resale Registration 3 ARTICLE II COVENANTS, REPRESENTATIONS AND WARRANTIES OF THE SELLERS 5 2.01. Status of the Sellers 5 2.02. Organization of the Company 5 2.03. Capital Stock 5 2.04. Subsidiaries 6 2.05. No Conflicts 6 2.06. Governmental Approvals and Filings 7 2.07. Books and Records 7 2.08. Financial Statements 8 2.09. Absence of Changes 8 2.10. No Undisclosed Liabilities 9 2.11. Taxes 9 2.12. Legal Proceedings 10 2.13. Compliance With Laws and Orders 11 2.14. Benefit Plans; ERISA 11 2.15. Real Property 13 2.16. Tangible Personal Property 13 2.17. Intellectual Property Rights 14 2.18. Contracts 14 2.19. Licenses 16
Sale of Shares and Closing. 1.1 Subject to the terms and conditions of this Agreement, the TriNet Stockholders agree to sell to the Purchasers, and the Purchasers agree to purchase from the TriNet Stockholders, all of the TriNet Stockholders' right, title and interest in and to the Shares at a total purchase price of $6,000.00 (the "PURCHASE PRICE"). If any TriNet Stockholder makes a cash capital contribution to TriNet Management, the Purchase Price shall be increased by the dollar amount of such capital contribution with respect to the Shares held by such TriNet Stockholder.
Sale of Shares and Closing. Purchase and Sale. Sellers agree to sell to Purchaser, and Purchaser agrees to purchase from Sellers, all of Sellers' rights, title and interests in and to the Shares at the Closing on the terms and subject to the conditions set forth in this Agreement.
Sale of Shares and Closing. 8 2.1. Purchase and Sale of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 2.2.
Sale of Shares and Closing. 1.1 Purchase and Sale 1.2 Closing
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Sale of Shares and Closing 

Related to Sale of Shares and Closing

  • Purchase and Sale of Shares Closing Subject to the terms and conditions of this Agreement, the Company agrees to sell to Purchaser at the Closing, and Purchaser agrees to purchase from the Company at the Closing, 10,000,000 shares of Common Stock (the “Shares”), at a price per share of $6.00 (the “Purchase Price”). Subject to the satisfaction or waiver of the covenants and conditions set forth in Sections 2.3 and 2.4, the Closing shall occur on the date hereof at the offices of Xxxxxxxx & Xxxxxxxx or such other location as the parties shall mutually agree.

  • Purchase and Sale of Shares and Warrants Subject to the satisfaction (or waiver) of the conditions to Closing set forth in this Agreement and the Escrow Agreement, each Subscriber shall purchase the Shares and Warrants for the portion of the Purchase Price indicated on the signature page hereto, and the Company shall sell such Shares and Warrants to the Subscriber. The Purchase Price for the Shares and Warrants shall be paid in cash. The entire Purchase Price shall be allocated to the Shares.

  • Purchase and Sale of Shares 2.1.1. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, transfer and deliver to Buyer, free and clear of all Liens (other than Liens under the Securities Act and any other applicable state or foreign securities Laws), and Buyer shall purchase from Seller, all right, title and interest in and to the Shares.

  • Purchase and Sale of the Shares and Warrants Subject to the terms and conditions of this Agreement, on the Closing Date, each of the Investors shall severally, and not jointly, purchase, and the Company shall sell and issue to the Investors, the Shares and Warrants in the respective amounts set forth opposite the Investors’ names on the signature pages attached hereto in exchange for the Purchase Price as specified in Section 3 below.

  • Purchase and Sale of Common Shares and Warrants (a)Purchase of Common Shares and Warrants. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly, shall purchase from the Company on the Closing Date (as defined below), the number of Common Shares as is set forth opposite such Buyer's name in column (4) on the Schedule of Buyers, along with the Warrants to acquire up to that number of Warrant Shares as is set forth opposite such Buyer's name in column (5) on the Schedule of Buyers (the “Closing”).

  • 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.

  • Sale of Shares The Issuer grants to Distributors the right to sell shares on behalf of the Issuer during the term of this Agreement and subject to the registration requirements of the Securities Act of 1933, as amended ("1933 Act"), and of the laws governing the sale of securities in the various states ("Blue Sky Laws") under the following terms and conditions: Distributors (i) shall have the right to sell, as agent on behalf of the Issuer, shares authorized for issue and registered under the 1933 Act, and (ii) may sell shares under offers of exchange, if available, between and among the funds advised by Fidelity Management & Research Company ("FMR") or any of its affiliates.

  • 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.

  • Purchase and Sale of Company Shares Sale of Company Shares

  • Sale and Purchase of Shares Upon the terms and subject to the conditions contained herein, on the Closing Date the Seller shall sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser shall purchase from the Seller, all of the Shares.

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