The Equity Purchase Sample Clauses

The Equity Purchase clause defines the terms under which one party acquires ownership interests, such as shares or units, in a company from another party. It typically outlines the number and type of equity being purchased, the purchase price, payment method, and any conditions that must be met before the transaction is completed. This clause ensures both parties have a clear understanding of the transaction details, thereby reducing the risk of disputes and providing a structured process for transferring ownership.
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The Equity Purchase. At the Closing, on the terms set forth in this Agreement, Purchaser and Sellers shall consummate the Equity Purchase, pursuant to which each Seller shall sell, transfer and assign to Purchaser, and Purchaser shall purchase from each such Seller, all of such Seller’s right, title and interest in and to the entirety of the Equity Interests set forth on Exhibit A hereto, free and clear of all Liens other than Permitted Liens and with no restrictions on the voting or transfer thereof, in exchange for the payment by Purchaser in accordance with Section 2.04. Notwithstanding the foregoing, prior to the Closing Date, Purchaser may form one or more entities (each, an “Acquisition Vehicle”) to acquire all or any portion of the Equity Interests on behalf of Purchaser, in which case, the right of Purchaser to acquire such Equity Interests shall be deemed assigned to each such Acquisition Vehicle, as applicable.
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The Equity Purchase. At the Closing, subject to and on the terms and conditions of this Agreement, Seller shall cause the Selling HoldCos to sell, transfer and convey to Buyer, and Buyer shall acquire and accept from the Selling HoldCos, all of the Selling HoldCos’ rights, titles and interest in and to the Purchased Equity, free and clear of all Liens (other than those arising pursuant to applicable securities Laws and those created by Buyer). Notwithstanding, Seller acknowledges and agrees that (a) in the case of the Chinese Target Company, the Purchased Equity will be registered in the name of Purchaser’s Affiliate recorded as buyer to the Local China Transfer Agreement and (b) in the case of the Malaysian Target Company, if Buyer chooses to do so at the Closing, the Purchased Equity will be registered in the name of the applicable Buyer’s Affiliates designated by Buyer prior to the Closing.
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The Equity Purchase. On the terms and subject to the conditions of this Agreement, at the Closing, Direct Seller shall sell, transfer and deliver to Buyer, and Buyer shall purchase from Direct Seller, all the right, title and interest as of the Closing of Direct Seller in, to and under the Interests for an aggregate purchase price of $525,000,000 (the “Purchase Price”), payable as set forth in Section 2.01 and subject to adjustment as set forth in Section 2.02 (the Purchase Price, as so adjusted, the “Final Purchase Price”). Parent shall provide or cause to be provided to Buyer on a timely basis the funds necessary to pay for any payment obligations of Buyer provided for in this Agreement and hereby guarantees the obligations of Buyer arising under this Agreement. The foregoing guaranty shall constitute a guaranty of performance and not merely a guaranty of payment.
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The Equity Purchase. Upon the terms and subject to the conditions set forth in this Agreement, immediately prior to the Effective Time and subject to the consummation of the Merger, the Company shall sell to Parent, free and clear of all Liens and other restrictions on transfer all of the issued and outstanding Equity Interests of Exalenz Bioscience, Inc., a Delaware corporation (“Exalenz US”), and Parent shall purchase such Equity Interests (the “US Subsidiary Purchase”) for the US Subsidiary Purchase Price. Upon the terms and subject to the conditions set forth in this Agreement, the US Subsidiary Purchase shall be completed by (i) the Company’s delivery to Parent of a share or stock certificate representing such Equity Interests, duly endorsed in blank form for transfer or accompanied by appropriate stock powers duly executed in blank, and (ii) Parent’s delivery of the US Subsidiary Purchase Price to the Company via wire transfer of immediately available funds to an account designated by the Company at least three (3) Business Days prior to the Closing Date. Notwithstanding the foregoing, to the extent that the Merger is not consummated as described in this Agreement, this Section 2.1 (and any reference to the US Subsidiary Purchase throughout this Agreement) shall be revoked ab initio and shall be deemed null and void, without any further action. Any and all Liabilities, Taxes, costs and expenses relating to or resulting from the US Subsidiary Purchase shall be solely the responsibility of Parent, while the Company and the holders of any Equity Interests in the Company shall not incur or be liable to any such Liability, Tax, cost or expense.
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The Equity Purchase. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, the Purchaser hereby agrees to purchase from the Seller all of the Equity Interests, and the Seller hereby agrees to sell to the Purchaser all of the Equity Interests, free and clear of any and all Liens (other than restrictions on transfer arising under applicable federal and state securities Laws), for an aggregate purchase price of one hundred seventy million dollars ($170,000,000), subject to adjustment pursuant to Section 2.5 (the “Purchase Price”).
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The Equity Purchase 
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Related to The Equity Purchase

  • Sale and Purchase of Equity Interest 授予权利 Option Granted

  • Exercise of Repurchase Right Any Repurchase Right under Paragraphs 15(a) or 15(b) shall be exercised by giving notice of exercise as provided herein to Optionee or the estate of Optionee, as applicable. Such right shall be exercised, and the repurchase price thereunder shall be paid, by the Company within a ninety (90) day period beginning on the date of notice to the Company of the occurrence of such Repurchase Event (except in the case of termination or cessation of services as director, where such option period shall begin upon the occurrence of the Repurchase Event). Such repurchase price shall be payable only in the form of cash (including a check drafted on immediately available funds) or cancellation of purchase money indebtedness of the Optionee for the Shares. If the Company can not purchase all such Shares because it is unable to meet the financial tests set forth in the Nevada corporation law, the Company shall have the right to purchase as many Shares as it is permitted to purchase under such sections. Any Shares not purchased by the Company hereunder shall no longer be subject to the provisions of this Section 15.

  • Deposit of Fundamental Change Repurchase Price (a) The Company will deposit with the Trustee (or other Paying Agent appointed by the Company, or if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 4.04) on or prior to 11:00 a.m., New York City time, on the Fundamental Change Repurchase Date an amount of money sufficient to repurchase all of the Notes to be repurchased at the appropriate Fundamental Change Repurchase Price. Subject to receipt of funds and/or Notes by the Trustee (or other Paying Agent appointed by the Company), payment for Notes surrendered for repurchase (and not withdrawn prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date) will be made on the later of (i) the Fundamental Change Repurchase Date (provided the Holder has satisfied the conditions in Section 15.02) and (ii) the time of book-entry transfer or the delivery of such Note to the Trustee (or other Paying Agent appointed by the Company) by the Holder thereof in the manner required by Section 15.02 by mailing checks for the amount payable to the Holders of such Notes entitled thereto as they shall appear in the Note Register; provided, however, that payments to the Depositary shall be made by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Trustee shall, promptly after such payment and upon written demand by the Company, return to the Company any funds in excess of the Fundamental Change Repurchase Price. (b) If by 11:00 a.m. New York City time, on the Fundamental Change Repurchase Date, the Trustee (or other Paying Agent appointed by the Company) holds money sufficient to make payment on all the Notes or portions thereof that are to be repurchased on such Fundamental Change Repurchase Date, then, with respect to the Notes that have been properly surrendered for repurchase and have not been validly withdrawn, (i) such Notes will cease to be outstanding, (ii) interest will cease to accrue on such Notes (whether or not book-entry transfer of the Notes has been made or the Notes have been delivered to the Trustee or Paying Agent) and (iii) all other rights of the Holders of such Notes will terminate (other than the right to receive the Fundamental Change Repurchase Price and, if applicable, accrued and unpaid interest). (c) Upon surrender of a Note that is to be repurchased in part pursuant to Section 15.02, the Company shall execute and the Trustee shall authenticate and deliver to the Holder a new Note in an authorized denomination equal in principal amount to the unrepurchased portion of the Note surrendered.

  • Deposit of Fundamental Change Purchase Price (a) On or before 10:00 a.m. New York City time on the applicable Fundamental Change Purchase Date, the Company shall deposit with the Trustee or with a Paying Agent (or if the Company or an Affiliate of the Company is acting as the Paying Agent, shall segregate and hold in trust as provided in Section 2.04) an amount of money (in immediately available funds if deposited on or after such Fundamental Change Purchase Date), sufficient to pay the aggregate Fundamental Change Purchase Price of all the Securities or portions thereof that are to be purchased as of the Fundamental Change Purchase Date. (b) If a Paying Agent or the Trustee holds on the Fundamental Change Purchase Date in accordance with the terms hereof an amount of money sufficient to pay the Fundamental Change Purchase Price of any Security (or portion thereof) for which a Fundamental Change Purchase Notice has been tendered and not withdrawn in accordance with this Indenture then, immediately following the applicable Fundamental Change Purchase Date, whether or not the Security is delivered to the Paying Agent, such Security shall cease to be outstanding, interest, shall cease to accrue, and the rights of the Holder in respect of the Security shall terminate (other than the right to receive the Fundamental Change Purchase Price upon delivery of the Security as aforesaid). (c) The Paying Agent will promptly return to the respective Holders thereof any Securities with respect to which a Fundamental Change Purchase Notice has been withdrawn in compliance with this Indenture. (d) If a Fundamental Change Purchase Date falls after a Regular Record Date and on or before the related Interest Payment Date, then interest on the Securities payable on such Interest Payment Date will be payable to the Holders in whose names the Securities are registered at the close of business on such Regular Record Date, and the Fundamental Change Purchase Price shall equal 100% of the principal amount of the Security to be purchased.

  • Form of Receipts Deposit of Shares Execution and Delivery Transfer and Surrender of Receipts SECTION 2.01. FORM AND TRANSFERABILITY OF RECEIPTS. SECTION 2.02. DEPOSIT OF SHARES. SECTION 2.03.