Sale of Shares and Purchase Price Sample Clauses

Sale of Shares and Purchase Price. 1 1.1 Purchase and Sale 1 1.2 Delivery of Shares 1 1.3 Purchase Price; Indemnity Escrow 1 1.4 Adjustment to Purchase Price 2 1.5 Earn-Out 4 1.6 Closing 8 1.7 Sales and Transfer Taxes 8 1.8 Section 338 Tax Matters 9 1.9 Escrow Agreement Representative 11
Sample 1
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Sale of Shares and Purchase Price. Subject to the terms and conditions set forth in this Agreement, the Investor agrees to purchase from Rebetti at the Closing Date (as defined below) (hereinafter, the "Closing"), and Rebetti agrees to sell to the Investor at the Closing, the Shares at an aggregate price to the Investor of One Million One Hundred Four Thousand Nine Hundred Sixty U.S. Dollars ($1,104,960) in cash, payable $276,240 at the Closing Date, and $828,720 by issuance by Investor of its 6% secured promissory note in the form set forth as Exhibit A hereto (the "RSL Note") providing for three principal payments aggregating $276,240 on each of the first, second and third anniversary dates of the Closing Date (the "Purchase Price"). In addition, Investor, the Company, Xxxxxxx X. Xxxxxx ("Xxxxxx"), Xxxxxxxx Xxxxxx, Xxxxxxxxxx Xxxxxx (Xxxxxxxx Xxxxxx and Xxxxxxxxxx Xxxxxx hereinafter referred to together as the "Xxxxxx Daughters") and Rebetti shall also, at the Closing Date, enter into a New Shareholders Agreement terminating all prior Company shareholders agreements as they relate to Xxxxxx, the Xxxxxx Daughters, Investor and Rebetti, in the form as set forth in Exhibit B attached hereto.
Sample 1
Sale of Shares and Purchase Price. Subject to the terms and conditions set forth in this Agreement, the Investor agrees to purchase from Xxxxxx at the Initial Closing Date and the Second Closing Date (as defined below, each of which is herein referred to as a "Closing" and which together are referred to as the "Closings"), and Xxxxxx agrees to sell to the Investor at the Closings the Shares at an aggregate price to the Investor of Ten Million Dollars ($10,000,000) in cash, payable $2.5 million at the Initial Closing Date, and $7.5 million by issuance by Investor of its 6% secured promissory note or notes in the form set forth as Exhibit A hereto (the "RSL Note") providing for three principal payments aggregating $2.5 million on each of the first, second and third anniversary dates of the Initial Closing Date (the "Purchase Price"), provided, that the full Purchase Price may not be paid, as more fully set forth in Section 1.2, below. In addition, (i) Investor, the Company, Xxxxxx, Xxxxxxxx Xxxxxx, Xxxxxxxxxx Xxxxxx (Xxxxxxxx Xxxxxx and Xxxxxxxxxx Xxxxxx hereinafter referred to together as the "Xxxxxx Daughters") and Xxxxxxx X. Xxxxxxx, Xx. ("Xxxxxxx") shall also, at the Initial Closing Date, enter into a New Shareholders Agreement providing certain exchange rights for Xxxxxx'x and the Xxxxxx Daughters' remaining Common Stock of the Company and terminating all prior Company shareholders agreements as they relate to Xxxxxx, the Xxxxxx Daughters, Investor and Rebetti, in the form as set forth in Exhibit B hereto, and (ii) the Company and Xxxxxx shall have executed, at the Initial Closing Date, an amendment to the Xxxxxx Employment Agreement (as defined below) in the form of Exhibit C attached hereto. The New Shareholders Agreement and the Amendment to the Xxxxxx Employment Agreement are herein referred to as the "Other Agreements."
Sample 1
Sale of Shares and Purchase Price. Subject to the terms and conditions of this Agreement, the Sellers will sell their portion of the Shares, the Warrantholders will exercise their warrants and sell their portion of the Shares, and DB will convert its Convertible Subordinated Loan and sell its portion of the Shares to Cisco. It is agreed that the purchase price for the entire Company Equity Capital shall be 950,197 shares of Cisco common stock in writing nine hundred and fifty thousand one hundred and ninety seven shares of Cisco common stock (the "Cisco Shares"), payable as set forth herein. The purchase price shall be allocated to the Sellers as set forth in Appendix 1.
Sample 1
Sale of Shares and Purchase Price 
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Related to Sale of Shares and Purchase Price

  • 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.

  • 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.

  • 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 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 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.

  • Sale and Purchase of Stock 10 2.1. Sale and Purchase of Stock, Etc.......................................................10 2.2. Deposit...............................................................................10 2.3.

  • Sale and Purchase of the Shares On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a price of $_____ per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 hereof. (b) The Company grants to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase.

  • SALE AND PURCHASE OF THE SALE SHARES 2.1 Subject to and upon the terms and conditions of this Agreement, the Vendors shall sell and the Purchaser shall purchase the Sale Shares with effect from Completion free from all Encumbrances together with all rights now or hereafter attaching thereto including but not limited to all dividends paid, declared or made in respect thereof on or after the date of Completion. 2.2 The Purchaser shall not be obliged to purchase any of the Sale Shares unless the purchase of all the Sale Shares is completed simultaneously.

  • Purchase and Sale of Preferred Shares (a) Subject to the terms and the conditions set forth herein, and in reliance upon the representations and warranties of the Company and the First Closing Investors set forth herein or in any certificate or other document delivered pursuant hereto, the Company issued, sold and delivered to each First Closing Investor, free and clear of all Liens (except as set forth in the Registration Rights Agreement and the Shareholders Agreement), and each First Closing Investor purchased at the First Closing, the number of Series A Preferred Shares set opposite such First Closing Investor’s name in the column labeled “Series A Preferred Shares purchased at the First Closing” on Appendix I-A from the Company at a purchase price of $3.7999696 per share. (b) Subject to the terms and the conditions set forth herein, and in reliance upon the representations and warranties of the Company and the Second Closing Investors set forth herein or in any certificate or other document delivered pursuant hereto, the Company shall issue, sell and deliver to each Second Closing Investor, free and clear of all Liens (except as set forth in the Registration Rights Agreement and the Shareholders Agreement), and each Second Closing Investor shall purchase at the Second Closing, the number of Series B Units set opposite such Second Closing Investor’s name in the column labeled “Series B Units to be purchased at the Second Closing” on Appendix I-B from the Company at a purchase price of $3.00 per Series B Unit, subject to the limitation set forth in Section 2.5 with respect to the Debenture Holder Investors. The Series B Preferred Shares shall accrue dividends from the date of issuance.

  • 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.

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