Terms of Purchase. The closing of the transactions contemplated by Section 10.6 (the "Purchase Closing") shall occur (a) on the Termination Date if this Agreement expires pursuant to the terms of Sections 10.1 and 10.2, or (b) on a date mutually acceptable to the parties hereto that shall be within 180 days after receipt of a Termination Notice. The parties shall enter into an asset purchase agreement containing representations, warranties and conditions customary to a transaction of this size involving the purchase and sale of similar businesses. Subject to the conditions set forth below, at the Purchase Closing, Administrator and/or its Affiliates, as the case may be, shall transfer and assign the Purchase Assets to the Group, and in consideration therefor, the Group shall (a) pay to Administrator, Parent and/or their Affiliates an amount in cash or, at the option of the Group (subject to the conditions set forth below), Parent Common Stock (valued pursuant to Section 10.6(c) hereof), or some combination of cash and Parent Common Stock equal to the Purchase Price and (b) assume the Practice Related Liabilities. The structure of the transaction set forth in this Section 10.7 shall, if possible, be structured as a tax-free transaction under applicable law. Each party shall execute such documents or instruments as are reasonably necessary, in the opinion of each party and its counsel, to effect the foregoing transaction. The Group shall, and shall use its best efforts to cause each shareholder of the Group to, execute such documents or instruments as may be necessary to cause the Group to assume the Practice Related Liabilities and to release Administrator, Parent and/or their Affiliates, as the case may be, from any liability or obligation with respect thereto. In the event the Group desires to pay all or a portion of the Purchase Price in shares of Parent Common Stock, such transaction shall be subject to the satisfaction of each of the following conditions:
Terms of Purchase. 41 Section 10.8 Exception to Purchase.............................................................. 42 Section 10.9 Effect Upon Termination............................................................ 42 ARTICLE XI - Dispute Resolution................................................................................. 43 Section 11.1
Terms of Purchase. (a) The Purchaser desires that the Broker effect purchases of the Shares on its behalf in accordance with trading requirements adopted by the Purchaser and to be delivered in writing to the Broker by separate letter (the “Initial Trading Instructions”). The Initial Trading Instructions shall take effect no earlier than ten (10) days following the date hereof.
Terms of Purchase. The Products will be supplied subject to the terms of the Agreement only and no other terms will apply. Any Product Request or order forms, purchase orders or other correspondence that the Parties may use for the ordering of the Products or otherwise administering the Agreement or any Order will be for administrative convenience only and any terms and conditions included on such forms will not apply. The Customer agrees that the Agreement supersedes any current or previous agreement with the Supplier or any of its Group for the supply of the Products or their equivalent.
Terms of Purchase. The Participant hereby accepts the offer of the Company to issue to the Participant, in accordance with the terms of the Plan and this Agreement, 20,000 shares of the Company’s Common Stock (such shares, subject to adjustment pursuant to Section 17 of the Plan and Subsection 3(g) hereof, the “Granted Shares”) at a purchase price per share of $0.01 (the “Purchase Price”), receipt of which is hereby acknowledged by the Company.
Terms of Purchase. 26 Section 9.9 Exception to Purchase.............................. 26 Section 9.10
Terms of Purchase. The Participant hereby accepts the offer of the Company to issue to the Participant, in accordance with the terms of the Plan and this Agreement, 50,000 shares of the Company’s Common Stock (such shares, subject to adjustment pursuant to Section 23 of the Plan and Subsection 2.1(g) hereof, the “Granted Shares”), in consideration for Participant’s service to the Company as member of the Board of Directors. 1/24 (or 2,083) of the Granted Shares shall vest at the end of each calendar month following the date of this Agreement.
Terms of Purchase. The closing of the transactions contemplated by SECTION 9.7 (the "Purchase Closing") shall occur (a) on the Termination Date if this Agreement expires pursuant to the terms of SECTIONS 9.1 and 9.2, or (b) on a date mutually acceptable to the parties hereto that shall be within 180 days of receipt of a termination notice by the applicable party pursuant to either SECTION 9.3 or 9.4. Subject to the conditions set forth below, at the Purchase Closing, Apple shall transfer and assign the Purchase Assets to the Orthodontic Entity, and in consideration therefor, the Orthodontic Entity shall (a) pay to Apple an amount in cash equal to the Fair Market Value of the Purchase Assets as of the Purchase Closing and (b) assume the Orthodontic Entity Related Liabilities. Each party shall execute such documents or instruments as is reasonably necessary, in the opinion of each party and its counsel, to effect the foregoing transaction. The Orthodontic Entity shall, and shall use its best efforts to cause each shareholder of the Orthodontic Entity to, execute such documents or instruments as may be necessary to cause the Orthodontic Entity to assume the Orthodontic Entity Related Liabilities and to release Apple from any liability or obligation with respect thereto.
Terms of Purchase. (a) The Company desires that the Broker effect purchases of the Warrants on its behalf in the open market in accordance with trading requirements adopted by the Company and to be delivered in writing to the Broker by separate letter (the “Initial Trading Instructions”). The trading requirements adopted by the Company are referred to herein as the “Program Period.”
Terms of Purchase. (a) The closing date for any sale and purchase made pursuant to this Article shall be the later of (i) thirty (30) days after the notice of the exercise of option has been received by the selling party, or (ii) thirty (30) days after the parties have received notice of the Fair Value of the Membership Interest.
