Stock Purchase Transaction Sample Clauses

Stock Purchase Transaction. The Parties will execute a Stock Purchase Agreement (the “Definitive Agreement”) pursuant to which Group II shall purchase 100% of Manchester Tank’s Common Stock (the “Shares”) from Manchester Tank’s two Shareholders, Xxxxxxxxxxxxx brothers, for the total purchase price described in Section 2 below.
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Stock Purchase Transaction. The Borrower has furnished to -------------------------- the Agent and each Lender a true and correct copy of the Xxxxx Acquisition Agreement. At the time of the making of the Loans to fund the acquisition contemplated thereby: (a) the transactions contemplated by Xxxxx Acquisition Agreement will have been, or concurrently with the making of the Loans with respect thereto will be, consummated in accordance with the terms of the Xxxxx Acquisition Agreement without material modification or waiver of any such terms; (b) all consents and approvals of, and filings and registrations with and all other actions in respect of, all Persons (including all governmental agencies, authorities or instrumentalities) required in order to consummate the transactions contemplated by Xxxxx Acquisition Agreement will have been obtained, given, filed or taken and shall be in full force and effect, and all required waiting periods will have elapsed, except as provided in Section 9.22; and (c) all actions by the Borrower or any of its Subsidiaries pursuant to or in furtherance of the transactions contemplated by Xxxxx Acquisition Agreement will have been taken in compliance with all requirements of law, except as provided in Section 9.22.
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Stock Purchase Transaction. In accordance with the terms of this Agreement, on the Closing Date, PGRA shall deliver to the Triple C Stockholders the consideration, as provided in Section 2.02, in proportion to their respective share ownership of the Triple C Securities, and the Triple C Stockholders shall deliver to PGRA all of the Triple C Securities.
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Stock Purchase Transaction. The Shareholders shall have acquired all outstanding Common Stock, the Merger shall have become affective under Texas corporate laws, and the Greyhound Agreements shall have been executed and delivered and, in the case of the term loan thereunder, funds delivered in the amount therein required. In addition, all indebtedness owed by the Company to Xxxx X. Xxxxxx and Xxxxxx X. Xxxxxx shall have been paid in full and the shares of Common Stock pledged thereunder shall have been returned to the Company to be held as treasury stock.
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Stock Purchase Transaction. On the basis of the representations, warranties, covenants and agreements, and subject to the satisfaction or waiver of the conditions set forth herein, each Stockholder shall sell to Buyer, and Buyer shall purchase such Shares from each such Stockholder (the "Stock Purchase Transaction"); provided, that as a result of the consummation of the Stock Purchase Transaction, Buyer shall acquire all of the issued and outstanding capital stock of the Company.
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Stock Purchase Transaction. In accordance with the terms of this Agreement, on the Closing Date, HTPI shall purchase from Mx. Xxxxxxx and Mx. Xxxxxxx shall sell to HTPI all of CFSI’s Securities.
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Stock Purchase Transaction. In connection with Debtors’ proposed Stock Purchase Transaction, Debtors and Creditor agree as follows: (a) Debtors shall not close or consummate such transactions until after the Effective Date of this Agreement and after the turnover over and deliver of possession of the Collateral and Premises to Creditor; (b) (“Subordinated Creditor”) intends to provide a $200,000 loan to Debtors (the “Subordinated Creditor Loan”) to fund, among other things, certain obligations and expenses of the Debtors in consummating the Stock Sale Transaction, which loan is to be secured by a subordinate security interest in all personal property of Debtors. Debtors intend to deposit the proceeds of such Subordinated Creditor Loan in a depository account with ___________ Bank (the “Subordinate Loan Account”). Creditor will not object to the foregoing and will not seek to attach or levy against the Subordinate Loan Account or the funds deposited therein provided that Debtors shall cause the Subordinated Creditor to execute and deliver a Subordination Agreement in favor of Creditor pursuant to which the Subordinated Creditor shall subordinate the repayment of the Subordinated Creditor Loan and its security interest in the Collateral to the repayment of the Obligations owing to Creditor and Creditor’s security interest in such assets; (c) Debtors shall and shall cause Swordfish Financial to deliver the original Swordfish Note to Creditor and to execute a written acknowledgment and agreement in favor of Creditor pursuant to which they shall acknowledge and agree that until Creditor shall confirm in writing that the Obligations have been paid in full: (i) Creditor shall holds and retain a security interest in the Swordfish Note, (ii) all payments due under such Note shall be wired directly to Creditor; and (iii) the obligations of Swordfish thereunder may not be waived, modified, or terminated except with the prior written consent of Creditor; and (d) Notwithstanding the turn over of the Collateral, Creditor agrees that it will permit Debtors to continue to seek orders for the purchase of Debtors’ “Cass Creek” and “Hunting” inventory after the Effective Date subject to the following terms and conditions: (i) Creditor shall (and shall cause its Consultants (as hereinafter defined) to) communicate and cooperate with Debtors in obtaining such sales provided that Creditor shall have the right to final approval of the same, which sales shall, among other things, be to credit-worthy parties...
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Stock Purchase Transaction 
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Related to Stock Purchase Transaction

  • Repurchase Transactions (a) Repo Custodian shall make all credits and debits to the Transaction Account and effect the transfer of Securities to or from the Participating Funds upon proper instructions received from the Participating Funds, or the Custodian on behalf of the Participating Funds, and shall make all credits and debits to the Seller Account and effect the transfer of Securities to or from the Seller upon proper instructions received from Seller. In the event that Repo Custodian receives conflicting proper instructions from Seller and the Participating Funds, or the Custodian on behalf of the Participating Funds, Repo Custodian shall follow the Participating Funds' or the Custodian's proper instructions. The Participating Funds shall give Repo Custodian only such instructions as shall be permitted by the Master Agreement. Notwithstanding the preceding sentence, the Participating Funds, or the Custodian on behalf of the Participating Funds, may from time to time instruct Repo Custodian to transfer cash from the Transaction Account to Custodian. (b) (i) Whenever on any Banking Day one or more Funds and Seller agree to enter into a repurchase transaction, Seller and the Participating Funds, or the Custodian on behalf of the Participating Funds, will give Repo Custodian proper instructions by telephone or otherwise on the Sale Date, specifying the Transaction Category, Repurchase Date, Sale Price, Repurchase Price or the applicable Pricing Rate and the Margin Percentage for each such repurchase transaction. (ii) In the case of repurchase transactions in which the Repurchase Date is the Banking Day next following the Sale Date (x) the Participating Funds may increase or decrease the Sale Price for any such repurchase transaction by no more than 10% of the initial Sale Price by causing to be delivered further proper instructions by telephone or otherwise to Repo Custodian prior to the close of business on the Sale Date and (y) Seller and the Participating Funds may by mutual consent agree to increase or decrease the Sale Price by more than 10% of the initial Sale Price by causing to be provided further proper instructions to Repo Custodian by the close of business on the Sale Date. In any event, Repo Custodian shall not be responsible for determining whether any such increase or decrease of the Sale Price exceeds the 10% limitation. (c) Seller will take such actions as are necessary to ensure that on the Sale Date the aggregate Market Value of all Securities held by Repo Custodian for Seller and cash in the Seller Account equals or exceeds the Margin Percentage of the Sale Price. Seller shall give Repo Custodian proper instructions specifying with respect to each of the Securities which is to be the subject of a repurchase transaction (a) the name of the issuer and the title of the Securities, and (b) the Market Value of such Securities. Such instructions shall constitute Seller's instructions to Repo Custodian to transfer the Securities to the Participating Funds and/or Cash Collateral from the Seller Account to the Transaction Account.

  • Stock Purchase At the Closing, upon the terms and subject to the conditions set forth in this Agreement, Seller shall sell, assign, transfer and deliver to Purchaser, and Purchaser shall purchase and acquire from Seller, all of the Stock owned by Seller, free and clear of all Liens.

  • Stock Purchase Agreement (a) Purchaser understands and agrees that the conversion of the Note into equity securities of the Company may require such Purchaser’s execution of certain agreements (in form reasonably agreeable to a majority in interest of the Purchasers) relating to the purchase and sale of such securities as well as registration, information and voting rights, if any, relating to such equity securities. (b) Purchaser agrees to be bound by the agreements described in Section 2(a).

  • Shareholder Transactions (i) Process shareholder purchase and redemption orders in accordance with conditions set forth in the Trust's prospectus. (ii) Set up account information, including address, dividend option, taxpayer identification numbers and wire instructions. (iii) Issue confirmations in compliance with Rule 10b-10 under the Securities Exchange Act of 1934, as amended (the "1934 Act"). (iv) Issue periodic statements for shareholders. (v) Process transfers and exchanges. (vi) Act as a service agent and process dividend payments, including the purchase of new shares, through dividend reimbursement. (vii) Record the issuance of shares and maintain pursuant to Rule 17Ad-10(e) of the 1934 Act a record of the total number of shares of each Portfolio which are authorized, based upon data provided to it by the Trust, and issued and outstanding. (viii) Perform such services as are required to comply with Rules 17a-24 and 17Ad-17 of the 1934 Act (the "Lost Shareholder Rules"). (ix) Administer and/or perform all other customary services of a transfer agent.

  • Purchase Closing Purchase 5 Section 2.2 Closing 5 Section 2.3 Closing Conditions 6

  • Acquisition Transactions The Company shall provide the holder of this Warrant with at least twenty (20) days’ written notice prior to closing thereof of the terms and conditions of any of the following transactions (to the extent the Company has notice thereof): (i) the sale, lease, exchange, conveyance or other disposition of all or substantially all of the Company’s property or business, or (ii) its merger into or consolidation with any other corporation (other than a wholly-owned subsidiary of the Company), or any transaction (including a merger or other reorganization) or series of related transactions, in which more than 50% of the voting power of the Company is disposed of.

  • Purchase and Sale Agreement The Participating Investors and the selling Key Holder agree that the terms and conditions of any Proposed Key Holder Transfer in accordance with this Section 2.2 will be memorialized in, and governed by, a written purchase and sale agreement with the Prospective Transferee (the “Purchase and Sale Agreement”) with customary terms and provisions for such a transaction, and the Participating Investors and the selling Key Holder further covenant and agree to enter into such Purchase and Sale Agreement as a condition precedent to any sale or other transfer in accordance with this Section 2.2.

  • Asset Purchase Agreement (a) Within fifteen (15) business days following PCC's receipt of the Put Notice or FBC's receipt of the Call Notice, as the case may be, FBC and PCC shall enter into the Asset Purchase Agreement in the form of Exhibit A hereto (the "Asset Purchase Agreement"), it being understood that the only change to such form shall be changes, if any, in the information contained in the Schedules thereto and the addition, if any, of Schedules thereto that are reasonably required to reflect events occurring after the date hereof; provided, however, that PCC shall not be required to accept any such change or addition that could reasonably be expected to cause a material adverse change in, or have a material adverse effect on, (i) the Assets to be conveyed to PCC pursuant to the Asset Purchase Agreement, (ii) the conduct of the business or operations of the Station or (iii) the ability of FBC to consummate the transactions contemplated by the Asset Purchase Agreement in accordance with its terms; provided further, however, that PCC shall be required to accept any change or addition of the type described in the preceding proviso if such change or addition results from any action taken (or, if required, not taken) by PCC under the Time Brokerage Agreement. Upon the execution and delivery of the Asset Purchase Agreement, FBC and PCC shall perform their respective obligations thereunder, including, without limitation, filing and prosecuting an appropriate application for FCC consent to the assignment of the FCC Licenses from FBC to PCC (the "FCC Consent"). Except as expressly set forth in the Time Brokerage Agreement or the Asset Purchase Agreement, PCC shall not assume any obligations or liabilities of FBC under any contract, agreement, license, permit or other instrument or arrangement. (b) Notwithstanding Section 3(a) of this Option Agreement, in the event that, at the time of the exercise of the Put Option or the Call Option, as the case may be, the only assets held by FBC are (i) the assets to be conveyed to PCC pursuant to the Asset Purchase Agreement and (ii) the certain similar assets to be sold to Buyer pursuant to a certain Option Agreement bearing even date herewith with respect to Seller's New Orleans Station (as identified in such Option Agreement, the "New Orleans Option"), FBC may, at its election, notify PCC in writing that the transactions contemplated by the Asset Purchase Agreement and the New Orleans Option shall each be reconstituted as a sale to PCC of all of the capital stock of FBC (the "Stock Purchase Election"); provided, however, that FBC shall have no right to exercise the Stock Purchase Election if (i) PCC is unable to treat such purchase of stock as a purchase of assets pursuant to Internal Revenue Code ss. 338(h)(10), or its successor, as the same may be amended from time to time, and (ii) PCC and FBC are unable to agree upon the terms and conditions of, and execute and deliver, a Stock Purchase Agreement within thirty (30) days following PCC's receipt from FBC of written notice of its election to exercise the Stock Purchase Election. If FBC exercises the Stock Purchase Election in accordance with the terms of this Section 3(b), FBC and PCC shall negotiate in good faith the terms of the Stock Purchase Agreement, it being understood that such Stock Purchase Agreement shall be substantially equivalent to the Asset Purchase Agreement except for such modifications and additions thereto that are required to conform the Asset Purchase Agreement to the form of agreement customarily used in connection with a sale of capital stock rather than assets, and it being further understood that neither FBC nor PCC shall be required to accept any term or provision in the Stock Purchase Agreement that would, or could reasonably be expected to, result in any increase or decrease in the consideration payable by PCC under the Asset Purchase Agreement or in the liabilities to be assumed by PCC under the Asset Purchase Agreement.

  • Securities Purchase Agreement This Agreement and the transactions contemplated hereby have been duly and validly authorized by the Company, this Agreement has been duly executed and delivered by the Company and this Agreement, when executed and delivered by the Company, will be, a valid and binding agreement of the Company enforceable in accordance with its terms, subject as to enforceability to general principles of equity and to bankruptcy, insolvency, moratorium, and other similar laws affecting the enforcement of creditors’ rights generally.

  • Agreement to Purchase and Sell Stock Subject to the terms and conditions of this Agreement, the Company agrees to sell to each of the Investors at the Closing (as defined below), and each of the Investors agrees to purchase from the Company at the Closing, the number of shares of the Company's Common Stock set forth opposite such Investor's name on the Schedule of Investors (collectively, the "Shares") at a price of $39.00 per share.

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