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:
43 49 (a) The holders of such shares of Parent Common Stock shall transfer to Administrator, Parent and/or their Affiliates good, valid and marketable title to the shares of Parent Common Stock, free and clear of all adverse claims, security interests, liens, claims, proxies, options, stockholders' agreements and encumbrances (not including any applicable securities restrictions and lock-up arrangements with the Parent or any underwriter); and
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.
(b) In furtherance of Section 1(a) hereof, the Purchaser directs the Broker to purchase, in customary brokerage transactions, the Shares, for the Purchaser’s account or accounts, in the Broker’s sole discretion as to execution and timing, subject to the condition that as of the time of any purchase of Shares, any individual employee of the Broker making the Broker’s investment decisions on behalf of the Purchaser shall not be in possession of or aware of material nonpublic information relating to the Company’s business, operations or prospects or the value of the Common Stock (“Material Nonpublic Information”).
(c) Notwithstanding the foregoing, the Broker shall not purchase Shares at any time when the Broker, in its sole discretion, shall have determined that such purchase would violate applicable law, including, without limitation, Section 10(b) of the 1934 Act and the rules and regulations promulgated thereunder and Section 5 of the Securities Act of 1933, as amended (the “1933 Act”).
(d) The Purchaser agrees that, during the term of this Agreement, it shall not exercise any subsequent influence over how, when or whether to effect purchases of the Shares, except that the Purchaser may amend this Agreement as set forth in Section 3 hereof. Each of the Purchaser and the Broker agrees that it will not discuss with the other the Company’s business, operations or prospects or any other information likely to be related to the value of the Shares or likely to influence a decision to purchase the Shares. Notwithstanding the preceding sentence, with the approval of counsel to the Broker, the Purchaser may communicate with Broker personnel who are not responsible for, and have no ability to influence, the execution of the trading plan set forth in this Agreement.
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. 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. 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, that number of Shares of the Company’s Common Stock set forth on Schedule 1 attached hereto (such shares, subject to adjustment pursuant to Section 4.3 of the Plan and Section 2(i) hereof, the “Granted Shares”) at a purchase price per share of $0.001 (the “Purchase Price”), receipt of which is hereby acknowledged by the Company.
Terms of Purchase. (a) The closing date for any sale and purchase made pursuant to this Article under paragraphs 14.03 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 value of the Membership Units.
(b) Payment of the purchase price for a Membership Units under paragraphs 14.03 may be made by the Company and/or the other Members as follows: (i) a down payment equal to ten percent (10%) of the value to be made at closing, and (ii) the balance of the purchase price, bearing interest at the General Interest Rate determined on the date of closing, to be paid in twenty-four (24) equal monthly installments, with the first payment due thirty (30) days after the date of closing. Any such purchaser shall have the right to pay all or any part of such obligation at any time or times in advance of maturity without penalty. In the event that the Company becomes a party to a Fundamental Business Transaction, such obligation (or remaining portion thereof) shall be paid in full within thirty (30) days of the date that the Company becomes a party to such transaction.
(c) At the closing, the person selling the Membership Units will transfer the Membership Units free and clear of any liens or encumbrances, other than those which may have been created to secure any indebtedness or obligations of the Company.
(d) In each event that a Membership Units in the Company is purchased as described in this Agreement, upon the execution and delivery of the notes or payment of the cash as required herein, this Agreement shall operate as an automatic transfer to the purchaser of the Membership Units in the Company. The payment to be made to the selling Member, Assignee, or its representative shall constitute complete release, liquidation and satisfaction of all the rights and interest of the selling Member, Assignee, or its representative (and of all persons claiming by, through, or under the selling Member, Assignee, or its representative) in and in respect of the Company, including, without limitation, any Membership Units, any rights in specific Company property, and any rights against the Company and (insofar as the affairs of the Company are concerned) against the Members. The parties shall perform such actions and execute such documents that may be reasonably necessary to effectuate and evidence such purchase and sale, and release as provided by this para...
Terms of Purchase. Any purchase under Clause 3.3 (Option to Purchase: Senior Secured Notes Creditors) shall be on the following terms:
(a) that the transfer is lawful and made in accordance with the terms of the Pledge Permit and is further subject to Clause 2.5 (Maximum interests granted to Noteholders and in certain security granted to Hedge Counterparties);
(b) each Hedge Counterparty is satisfied with the results of any “know your client” or other checks relating to the identity of any person in relation to such a transfer;
(c) payment in full in cash of the Hedging Purchase Amount in respect of the transaction under the relevant Hedging Agreements together with costs and expenses (including legal fees) incurred by the relevant Hedge Counterparties as a consequence of giving effect to the transfer to such Purchasing Senior Secured Creditors;
(d) after the transfer, no Hedge Counterparty will be under any actual or contingent liability to any Debtor or any other person under this Agreement or any Hedging Agreement for which it is not holding cash collateral in an amount and on terms reasonably satisfactory to it;
(e) the Purchasing Senior Secured Creditors (or, if required by the Hedge Counterparties, a third party acceptable to all the Hedge Counterparties) indemnifies each Hedge Counterparty under the Hedging Agreements in respect of all losses which may be sustained or incurred by any Hedge Counterparty as a result of any sum received or recovered by any Hedge Counterparty from any Debtor, any Purchasing Senior Secured Creditors or any other person being required (or it being alleged that it is required) to be paid back by or clawed back from any Hedge Counterparty for any reason; and
(f) the relevant transfer shall be without recourse to, or warranty from, any Hedge Counterparty under any Hedging Agreements.
Terms of Purchase. 25 Section 9.9 Exception to Purchase......................................... 26 Section 9.10
Terms of Purchase. Section 2.1. Prior to the Termination Date, subject to the terms and conditions of this Agreement, the Company may, at the Company’s option, offer to sell and assign from time to time to the Banks, and the Banks hereby agree, severally and not jointly, to consider on an uncommitted basis to purchase a 100% interest in all or any portion of the present and future Receivables of each Approved Debtor as identified in the most recent Portfolio Report delivered to the Administrative Agent under this Agreement or as identified in such other manner acceptable to the Administrative Agent and the Required Banks, provided that during the Commitment Period, to the extent offered by the Company, the Banks shall, severally and not jointly, be required to purchase a 100% interest in all or a portion of the Receivables of each Approved Debtor identified in the most recent Portfolio Report delivered to the Administrative Agent under this Agreement or as identified in such other manner acceptable to the Administrative Agent and the Required Banks, provided that the Funded Amount is less than or equal to the Commitment Amount on the Settlement Date for such, taking the Purchase Price of such purchase paid by the Banks and any Collections received by the Banks on such Settlement Date into account (each such purchase, a “Committed Purchase”); further, provided that the Funded Amount at no time shall exceed (a) the Agreement Amount or (b) with respect to an Approved Debtor, the applicable Debtor Sublimit; further provided, that in any event (i) the Receivables that may be purchased and sold hereunder with respect to an Approved Debtor shall be deemed to be the Receivables of such Approved Debtor with the earliest due date (based upon their net invoice value excluding all accruals for any discounts) and (ii) the Original Amount of the Receivables offered to be purchased and sold hereunder with respect to each Approved Debtor shall represent a share of the total Original Amount of all Receivables offered to be purchased and sold hereunder of all Approved Debtors which is approximately equal (as determined by the Administrative Agent in its reasonable discretion and which shall be binding on the parties hereto, absent manifest error) to the share that the Original Amount of all Receivables of such Approved Debtor represents of the total Original Amount of all Receivables of all Approved Debtors.
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.
