Terms of Purchase and Sale. The purchase price for the Premises shall be Sixty One Million and NO/100 Dollars ($61,000,000.00) (the "Purchase Price"), payable by Purchaser to Sellers as follows:
Terms of Purchase and Sale. (a) In the event that the Nortel Member shall desire to sell all of its Membership Interest to the Willxxxx Xxxber pursuant to Sections 19.4(a), 19.4(b), 19.4(d), or a portion of its Membership Interest pursuant to Section 19.4(g) the Nortel Member may, by written notice (the "Put Notice") to the Willxxxx Xxxber, demand that the Willxxxx Xxxber purchase all, but not less than all (except in the case of a sale pursuant to Section 19.4(g)) of the Nortel Member's Membership Interest for a purchase price (the "Put Purchase Price") equal to the fair market value of the Nortel Member's Membership Interest or such portion of the Nortel Member's Interest, as the case may be, as determined by an investment banking firm of international reputation mutually agreed upon by the Willxxxx Xxxber and the Nortel Member using the Valuation Methodology the cost of such valuation to be borne by (i) the Company if pursuant to Sections 19.4(a), (ii) the defaulting entity if pursuant to Section 19.4(d), (iii) the Willxxxx Xxxber if pursuant to Section 19.4(b), or (iv) as provided by the last sentence of Section 19.3(a) if pursuant to Section 19.4(g). The Nortel Member may withdraw its Put Notice after the determination of the Put Purchase Price; provided, however, that in such event the Nortel Member will pay the fees and expenses of the investment banking firm; and provided, further, that the Nortel Member may not make another Put Notice arising from the same event or based on the same provision hereof until a period of six months has elapsed from the time of giving the previous Put Notice. The Put Notice shall set forth the date (the "Put Closing Date") on which such purchase shall occur, which date shall be not less than 120 days after the date of the Put Notice. On the Put Closing Date, the Willxxxx Xxxber (or in the sole discretion of the Willxxxx Xxxber, an Affiliate of the Willxxxx Xxxber or the Company) shall purchase all, but not less than all (except in the case of a sale pursuant to Section 19.4(g)), the Nortel Member's Membership Interest and shall pay to the Nortel Member the Put Purchase Price as provided in Section 19.5(c) and the Nortel Member shall execute and deliver to the Willxxxx Xxxber (or such Affiliate or the Company) such instruments, documents and agreements as the Willxxxx Xxxber may reasonably request to effectuate such Transfer.
Terms of Purchase and Sale. (a) The Series A Debentures have been offered and will be sold to the Holder pursuant to a private placement in exemption from the registration requirements of the Securities Act of 1933, as amended (the "Act").
Terms of Purchase and Sale a. For residential customers, the RFG capacity may not exceed twenty (20) kilowatts alternating current, and for non-residential customers, the RFG capacity may not exceed one (1) megawatt alternating current. The total connected capacity of all generators shall not exceed 1.0% of the Cooperative’s Virginia peak-load forecast for the previous year.
Terms of Purchase and Sale. (a) Following the delivery of the Linde Election Notice, the Company (or if the purchase is structured as a purchase of Capital Stock, the Company or the holders of a majority of the outstanding Capital Stock, or both (individually and collectively, the “Seller”)) and Linde shall endeavor to enter into a definitive purchase agreement (the “Definitive Purchase Agreement”) providing for the purchase by Linde of the Company on the terms and subject to the conditions set forth in the IG Offer Notice (subject to Section 6.3), and the closing of the purchase shall take place within five Business Days after receipt of all regulatory approvals without which the purchase may not be legally consummated, but in any event within nine months of the date of the signing of the Definitive Purchase Agreement (the day that is nine months from the date of signing of the Definitive Purchase Agreement, the “Outside Closing Date”). The Seller may at any time prior to executing the Definitive Purchase Agreement determine not to proceed with the proposed transaction, in which event the transaction shall be abandoned and the Company may not be sold to an IG Company without first complying with the provisions of this Section 6.
Terms of Purchase and Sale. (a) Upon the timely and valid exercise of the Put by the Requisite Holders in accordance with Section 4 above, this Agreement shall constitute an agreement of purchase and sale pursuant to which the Shareholders agree absolutely and unconditionally to sell, transfer, assign, convey and deliver to Mimvi (“Transfer”), and Mimvi agrees to absolutely and unconditionally purchase and acquire from the Shareholders, the Put Shares for the Purchase Price per Share. Upon the Transfer of the Put Shares pursuant to the terms of this Agreement, each Shareholder shall transfer and warrant good and marketable title and interest in and to his or her respective Put Shares and shall convey all such Put Shares to Mimvi free and clear of all Liens.
Terms of Purchase and Sale. 1.1 Purchase and Sale of Shares of the Company 1.2 The Closing 1.3 Purchase Price 1.4 The Note
Terms of Purchase and Sale. 1.1 Upon the terms and subject to the conditions of this Agreement, Seller sells to Buyer, and Buyer purchases from Seller, the stock for a purchase price of $1.00.
Terms of Purchase and Sale. Subject to the terms and conditions of this Agreement:
Terms of Purchase and Sale. Subject to the terms of this Agreement including (without limitation) Section 10.5, as full consideration for the sale, transfer, conveyance, assignment and delivery of the Purchased Assets and the execution and delivery of the Transaction Documents by Seller to Buyer, Buyer will assume the Assumed Liabilities and deliver the following:
