SALE OF THE. SHARES At the Closing, on and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to sell, assign convey and transfer to the Buyer, all of the Shares free and clear of all Encumbrances in consideration for the Purchase Price (as defined in Section 2.2).
SALE OF THE. AIRPORT ROAD WEST PROPERTY
SALE OF THE. COMPANY If there shall occur any Sale of the Company, then, as part of any such Sale of the Company, lawful provision shall be made so that the Holder of this Warrant shall have the right thereafter to receive upon the exercise hereof the kind and amount of shares of stock or other securities or property which such Holder would have been entitled to receive if, immediately prior to any such reorganization, reclassification, consolidation, merger or sale, as the case may be, such Holder had held the number of shares of Exercise Shares which were then purchasable upon the exercise of this Warrant; provided, however, that in the event (i) the value of the stock, securities or other assets or property issuable or payable with respect to one share of the Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby (the "Merger Consideration") is in excess of the Exercise Price hereof effective at the time of such Sale of the Company, and (ii) the Merger Consideration consists solely of cash and/or securities of a class that is publically traded, then this Warrant shall expire unless exercised prior to the consummation of such Sale of the Company. Appropriate adjustment (as reasonably determined in good faith by the Board) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Holder of this Warrant, such that the provisions set forth herein shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrant. The Company shall provided to the Holder at least twenty (20) days advance notice of any such Sale of the Company.
SALE OF THE. StarTronix Shares. At the Closing, subject to the --------------------------------- terms and conditions herein set forth, and on the basis of the representations, warranties and agreements herein contained, StarTronix International shall sell to RunTec and RunTec shall purchase from StarTronix International, all of the StarTronix Shares. As consideration for the receipt of the StarTronix Shares, RunTec shall execute and deliver to StarTronix International, a promissory note (the "Note") in the original principal amount of ONE HUNDRED THOUSAND DOLLARS ($100,000.00), in the form attached hereto as Exhibit A.
SALE OF THE. BUSINESS The seller sells, transfers and cedes to the purchaser as an indivisible whole and as a going concern with effect from the effective date from which date the risk in and benefits of the business shall vest in the purchaser, the business comprising - 4.
1. the goodwill thereof; 4.
2. the fixed assets; 4.
3. the stock; 4.
4. the product formulations; 4.5. the sundry assets; 4.
SALE OF THE. Companies Treated as Asset Sale for Income Tax Purposes. The sale of the partnership interests in the Companies shall be treated for federal income tax purposes, and for state income tax purposes in those states that follow the federal rules, as a sale of the underlying assets of the Companies in exchange for the Purchase Price at the Closing Date.
SALE OF THE. SC Property and all of the MHP ------------------------------------------
SALE OF THE. Company after the Merger. ------------------------------------
(a) If, after the Merger, the Board of Directors and holders of at least fifty percent (50%) of the outstanding Common Stock held by the Investors and their Permitted Transferees approve the sale of the Company to a person (whether by merger, consolidation, sale of all or substantially all of its assets or sale of all or a majority of the outstanding capital stock) (an "Approved Sale"), each Investor and Permitted Transferee will consent to, vote for, raise no objections against, and waive dissenters and appraisal rights (if any) with respect to, the Approved Sale, and if the Approved Sale is structured as a sale of stock, each Investor and Permitted Transferee will agree to sell and will be permitted to sell all of such Investor's and Permitted Transferee's Common Stock on the terms and conditions approved by the Board of Directors and the holders of a majority of the Common Stock then outstanding. Each Investor and Permitted Transferee will take all necessary and desirable actions in connection with the consummation of an Approved Sale.
(b) The obligations of each of the Investors with respect to an Approved Sale are subject to the satisfaction of the conditions that: (i) upon the consummation of the Approved Sale all of the Investors and Permitted Transferees will receive the same form and amount of consideration per share of Common Stock, or if any holder of Shares is given an option as to the form and amount of consideration to be received, all Investors and Permitted Transferees will be given the same option; and (ii) the terms of sale shall not include any indemnification, guaranty or similar undertaking of the Investor (other than undertakings of Management Investors in respect of continued employment) that (A) is not made or given pro rata with other Investors on the basis of share ownership or (B) could result in liability to such Investor that is in excess of the fair market value of the consideration to be received by such Investor in the Approved Sale.
(c) All Investors (and their Permitted Transferees) will bear their pro rata share (based upon the number of shares sold) of the reasonable costs of any sale of Shares pursuant to an Approved Sale to the extent such costs are incurred directly in connection with such Approved Sale and are not paid by the Company. Costs incurred by any Investor (or its Permitted Transferee) on its own behalf will not be considered costs of the transac...
SALE OF THE. Digital Book directly on the Tektime Bookstore
SALE OF THE. A Fleet The sale of the A Fleet shall be concluded by delivery of the A Fleet ships to the relevant buyer by 31 March 2024, or such later date as agreed by the Facility Agent acting on the instructions of the Majority Lenders. 22
