Purchase and Sale of the Purchased Shares. On and subject to the terms and conditions set forth in this agreement, at Closing Seller shall sell to Purchaser, and Purchaser shall purchase from Seller, the Purchased Shares, free and clear of all Liens.
Purchase and Sale of the Purchased Shares. (a) Upon the terms and subject to the conditions set forth herein, at the Closing:
(i) LIC shall subscribe for and purchase, and the Company shall issue and sell to LIC, the LIC Purchased Shares, free and clear of any Lien (other than any restrictions created by LIC, and any restrictions on transfer arising under the Securities Act and state securities Laws);
(ii) XXXX Nirvana shall subscribe for and purchase, and the Company shall issue and sell to XXXX Nirvana, the XXXX Nirvana Purchased Shares, free and clear of any Lien (other than any restrictions created by XXXX Nirvana, and any restrictions on transfer arising under the Securities Act and state securities Laws);
(iii) XXXX Master shall subscribe for and purchase, and the Company shall issue and sell to XXXX Master, the XXXX Master Purchased Shares, free and clear of any Lien (other than any restrictions created by XXXX Master, and any restrictions on transfer arising under the Securities Act and state securities Laws); and
(iv) Coatue shall subscribe for and purchase, and the Company shall issue and sell to Coatue, the Coatue Purchased Shares, free and clear of any Lien (other than any restrictions created by Coatue, and any restrictions on transfer arising under the Securities Act and state securities Laws).
(b) The closing of the purchase of the Purchased Shares (the “Closing”) shall take place on the Closing Date after the satisfaction or, subject to applicable Law, waiver of the conditions set forth in Articles V and VI hereof (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction of those conditions), or on such other date as the Purchasers and the Company may mutually agree. The Closing shall be held at the offices of Xxxxx Xxxxx L.L.P., 00 Xxxxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 9:00 a.m., New York City time, on the Closing Date, or at such place and time as the Purchasers and the Company shall agree. Notwithstanding the foregoing, to the extent that any conditions to Closing set forth in Article V fail to be satisfied or waived with respect to any individual Purchaser on the Closing Date, the Closing shall occur as contemplated under this Section 1.1(b) with respect to each other Purchaser.
(c) Two (2) Business Days prior to the Closing Date, the Company shall deliver to each Purchaser a statement setting forth the wire transfer instructions for delivery of its respective portion of the Aggregate Purchase Price.
(d) At the...
Purchase and Sale of the Purchased Shares. Subject to the terms and conditions of this Agreement, Seller hereby agrees to sell to Purchaser and Purchaser hereby agrees to purchase the Purchased Shares, at an aggregate purchase price equal to $38,333 (the “Purchase Price”) as follows:
(a) On the date hereof the Seller shall transfer the Purchased Shares to the Purchaser by crediting the account of the Purchaser’s broker (the “Prime Broker”) with the Depository Trust Company through its Deposit Withdrawal Agent Commission system in accordance with instructions annexed hereto.
(b) Upon confirmation by the Prime Broker of the receipt of the Purchased Shares, the Purchaser shall authorize XxXxxxxxxx & Xxxxx, LLP, as escrow agent (the “Escrow Agent”), pursuant to the Escrow Agreement in the form annexed hereto, to wire the Purchase Price, to the Seller in accordance with the wiring instructions set forth on Schedule A, net of the expenses, as set forth in a separate letter of direction in the form annexed hereto.
Purchase and Sale of the Purchased Shares. On the terms and conditions set forth in this Agreement, at the Closing, the Investors will purchase from the Company, and the Company will issue, sell and deliver to the Investors an aggregate of (i) 2,896,556 shares of Common Stock, and (ii) 140,000 shares of Series A Preferred Stock, for an aggregate purchase price equal to $133,000,000 in cash (the "Purchase Price"), which takes into account a discount of $7,000,000 to the face value of the Series A Preferred Stock, to be paid in full to the Company on the Closing Date. The shares of Common Stock and Series A Preferred Stock to be issued and sold by the Company to the Investors pursuant to this Agreement are collectively referred to as the "Purchased Shares". The number of Purchased Shares to be issued to each Investor and the portion of the Purchase Price payable by such Investor is set forth on Schedule I hereto. For the avoidance of doubt, the Purchase Price paid hereunder has no effect on the liquidation or face value of the Series A Preferred Stock.
Purchase and Sale of the Purchased Shares. 1.1. Effective as of the Effective Date and subject to the terms hereof, the Seller hereby sells, conveys, assigns and transfers to Purchaser and Purchaser hereby purchases from the Seller, all right, title and interest to the Purchased Shares for the Purchase Consideration (the “Transfer”), such that following the Transfer, Seller will not retain any right or interest in or to the Purchased Shares.
1.2. Upon execution of this Agreement, the Seller shall deliver irrevocable transfer instructions to the Seller’ bank (in a form attached as Exhibit 1.2) to transfer the Purchased Shares to the account/s designated by the Purchaser.
Purchase and Sale of the Purchased Shares. As of the Closing (as defined below), MSDC shall unconditionally transfer, assign, convey, sell and grant to MVV (on behalf of the Purchasers), and such Purchasers shall accept and purchase from MSDC, all of the right, title and interest of MSDC in and to the Purchased Shares, including all right, title and interest of MSDC in and to the properties, capital, cash flow dividends, distributions, and profits and losses of the Company that are allocable to the Purchased Shares. The Purchasers and MSDC expressly acknowledge and agree that the foregoing transfer shall be a present and absolute conveyance of the Purchased Shares, in their entirety, and not merely an assignment of the right to receive dividends and distributions relating thereto.
Purchase and Sale of the Purchased Shares. Pursuant to Sections 363 and 1146 (and other applicable provisions) of the Bankruptcy Code and on the terms and subject to the conditions of this Agreement, at the Closing provided for in Section 4.1, the Purchaser will purchase, acquire and accept (or cause to be purchased, acquired and accepted) from the Seller, and the Seller will sell, transfer, convey, assign and deliver (or cause to be sold, transferred, conveyed, assigned and delivered) to the Purchaser, against the receipt by the Seller of the consideration specified in Section 3.1, free and clear of all Encumbrances, other than Encumbrances subject created by the Purchaser, all of the Seller's right, title and interest in and to the Shares (collectively, the "Purchased Shares").
Purchase and Sale of the Purchased Shares. Subject to the terms and conditions hereof and the fulfillment of the Condition, effective as of the Effective Date, the Seller hereby sells, conveys, assigns and transfers to Purchaser and Purchaser hereby purchases from the Seller, all right, title and interest to the Purchased Shares for the Purchase Consideration (the “Transfer”), such that following the Transfer, Seller will not retain any right or interest in or to the Purchased Shares.
Purchase and Sale of the Purchased Shares. Subject to the terms and conditions of this Agreement, each of the Vendors agrees to sell, transfer and assign that portion of the Purchased Shares owned by such Vendor to the Purchaser, and the Purchaser agrees to purchase the Purchased Shares from the Vendors at the Closing Time.
Purchase and Sale of the Purchased Shares. CLOSING 5 Section 2.1 Purchase and Sale of the Purchased Shares 5 Section 2.2 Closing 6 Section 2.3 Additional Consideration 6 Section 2.4 Withholding 6 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE SELLER 7 Section 3.1 Organization; Authority; Non‑Contravention 7 Section 3.2 Legal Requirements 8 Section 3.3 Title to Shares 8 Section 3.4 Litigation 8 Section 3.5 No Other Representations 8 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE PURCHASER 8 Section 4.1 Organization; Authority; Non‑Contravention 8 Section 4.2 Legal Requirements 9 Section 4.3 Funding 9 Section 4.4 Litigation 9 Section 4.5 Investment Intent 10 Section 4.6 Identity of the Purchaser 10 Section 4.7 No Other Representations 10 ARTICLE V COVENANTS 10 Section 5.1 Best Efforts 10 Section 5.2 Transfer Taxes 11 Section 5.3 Public Announcements 11 Section 5.4 Limits on Recourse 12 ARTICLE VI CLOSING CONDITIONS 13 Section 6.1 Conditions to Both Parties’ Obligations 13 Section 6.2 Conditions to the Purchaser’s Obligations 13 Section 6.3 Conditions to the Seller’s Obligations 13 ARTICLE VII MISCELLANEOUS 14 Section 7.1 Assignment; Binding Effect 14 Section 7.2 Choice of Law 14 Section 7.3 Consent to Jurisdiction 14 Section 7.4 Service of Process 15 Section 7.5 Waiver of Jury Trial 15 Section 7.6 Notices 15 Section 7.7 Headings 16 Section 7.8 Expenses 16 Section 7.9 Entire Agreement 16 Section 7.10 Interpretation 16 Section 7.11 Waiver and Amendment 16 Section 7.12 Counterparts; Facsimile Signatures 17 Section 7.13 No Third-Party Beneficiaries 17 Section 7.14 Severability 17 Section 7.15 Survival of Representations and Warranties 17 Section 7.16 Enforcement 17 Section 7.17 Termination 17 Section 7.18 Effect of Termination 18 ANNEX A Form of Option Agreement ANNEX B Regulatory Requirements ANNEX C Form of Depositary Receipt Transfer Form ANNEX D Form of Instruction Letter ANNEX E Form of Evidence for Section 2.1(b)(iv)(1) THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is entered into as of August 28, 2020, by and between HUNTSMAN INTERNATIONAL LLC, a limited liability company organized under the laws of the State of Delaware (the “Seller”), and SK PRAETORIAN HOLDINGS, LP, an exempted limited partnership organized under the laws of the Cayman Islands (the “Purchaser”). Each of the Seller and the Purchaser is a “Party” and they are referred to collectively herein as the “Parties.”