Purchase and Sale of Equity Interests. 1.1 Grant of Right
Purchase and Sale of Equity Interests. Upon the terms and subject to the conditions of this Agreement, on the Closing Date, Seller shall sell, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase from Seller, the Equity Interests, free and clear of all Encumbrances.
Purchase and Sale of Equity Interests. Seller and Buyer hereby agree that upon the terms and subject to the satisfaction or waiver of the conditions set forth herein, at the Closing, Seller shall sell, transfer, assign and deliver to Buyer, and Buyer shall purchase from Seller, the Equity Interests, free and clear of all Liens other than transfer restrictions imposed on the Equity Interests pursuant to applicable securities Laws, for a purchase price equal to $300,000,000 (the “Purchase Price”), as such amount may be adjusted in accordance with Section 2.4 (the “Final Purchase Price”) as such amount may be further adjusted in accordance with Section 2.7. BUYER AND SELLER ACKNOWLEDGE AND AGREE THAT THE TERMS OF THIS AGREEMENT, INCLUDING THE LIMITATIONS ON, AND DISCLAIMERS OF WARRANTIES AND REPRESENTATIONS OF SELLER CONTAINED IN THIS AGREEMENT ARE A BARGAINED FOR AND MATERIAL PART OF THE CONSIDERATION FOR THE EQUITY INTERESTS.
Purchase and Sale of Equity Interests. At each Closing, upon the terms and subject to the conditions set forth in this Agreement, Seller shall, or shall cause one of its Subsidiaries to, sell, assign, transfer and convey to Buyer, and Buyer shall purchase and acquire from Seller, the applicable Equity Interests, free and clear of any Liens other than transfer restrictions imposed thereon by applicable securities Laws, the Assumed Existing Loans and the Property Leases.
Purchase and Sale of Equity Interests. At the Closing (as hereinafter defined) and subject to and upon the terms and conditions of this Agreement, the Seller shall sell, transfer, convey, assign and deliver to the Purchaser, and the Purchaser shall purchase, acquire and accept from the Seller, all of the equity interests of the Company (collectively, the “Purchased Shares”), free and clear of all Liens (other than potential restrictions on resale under applicable securities Laws)
Purchase and Sale of Equity Interests. (a) On the terms and subject to the conditions of this Agreement, the closing of the transactions contemplated hereby shall occur as follows and in the following order: (i) Operating Buyer agrees to purchase, directly or indirectly, the Operating Equity Interests from Operating Seller, and Operating Seller agrees to sell the Operating Equity Interests to Operating Buyer, free and clear of all Liens other than Permitted Encumbrances, (ii) Holdco Buyer or one of its Affiliates agrees to purchase the Specified Platform Equity Interests from the Company, and the Company agrees to sell the Specified Platform Equity Interests to Holdco Buyer, free and clear of all Liens other than Permitted Encumbrances, (iii) Holdco Buyer agrees to purchase the Blocker Units from Blocker Parent, and Blocker Parent agrees to sell the Blocker Units to Holdco Buyer, free and clear of all Liens other than Permitted Encumbrances and (iv) Holdco Buyer agrees to purchase the Company Seller Interests from the Company Sellers, and the Company Sellers agree to sell the Company Seller Interests to Holdco Buyer, free and clear of all Liens other than Permitted Encumbrances. All of the foregoing actions and transactions described in clauses (i) through (iv) of this Section 2.01 shall be deemed to have occurred simultaneously, and no such transaction shall be considered consummated unless all are consummated. No Party shall be obligated to consummate any of the transactions contemplated hereby to occur at Closing, unless all such transactions are consummated contemporaneously.
Purchase and Sale of Equity Interests. (a) Subject to the terms and conditions of this Agreement including Section 2(b) above, on the Closing Date, Xxxxxxx Polymer shall sell, convey, transfer, assign and deliver to Buyer, and Buyer shall purchase and accept from Xxxxxxx Polymer, the Equity Interests held by Xxxxxxx Polymer in each of the Xxxxxxx Polymer Subsidiaries.
Purchase and Sale of Equity Interests. For purposes of this Agreement, the aggregate purchase price to be paid on the Closing Date by the Buyer Parties to Seller shall be (i) $890,000,000 (the “Base Price”) plus (ii) the Estimated Closing Cash plus (iii) the amount (if any) by which Estimated Closing Working Capital exceeds Target Working Capital less (iv) the amount (if any) by which Target Working Capital exceeds Estimated Closing Working Capital less (v) the amount, if any, by which the Estimated Balance Sheet Indebtedness exceeds zero (the sum of clauses (i) through (v) is referred to herein as the “Closing Date Purchase Price,” and as such amount shall be adjusted pursuant to Section 2.5, the “Purchase Price”). Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, in exchange for payment of the Closing Date Purchase Price, Seller shall sell, transfer and deliver to Buyer, and Buyer shall, and Parent shall cause Buyer to, purchase from Seller, all of the Transferred Interests.
Purchase and Sale of Equity Interests. On and subject to the terms and conditions of this Agreement, Purchaser agrees to purchase from Seller, and Seller agrees to sell to Purchaser, all of the Equity Interests for the Final Purchase Price. At the Closing, the Equity Interests shall be transferred or otherwise conveyed to Purchaser free and clear of all Encumbrances and Permitted Exceptions, excepting only restrictions on the subsequent transfer of the Equity Interests as may be imposed under applicable Laws. Seller and Purchaser agree that Two Hundred Seventy-Five Million Dollars ($275,000,000) of the Final Purchase Price shall, at Purchaser’s election, be (a) paid in cash, (b) evidenced by the Seller Notes and secured by a first priority lien on certain assets of the Company and a first priority pledge of the Equity Interests pursuant to the collateral documents attached as Exhibit B to this Agreement, and such other collateral documents as may be agreed to between the parties, each acting reasonably and in good faith, or (c) a combination of both (a) and (b). The priority of the lien on such assets, if any, shall be evidenced by a lender’s policy of title insurance in form and substance reasonably satisfactory to Seller, the cost of which shall be borne by Purchaser.
Purchase and Sale of Equity Interests. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Holdco shall sell to Buyer, and Buyer shall purchase from Holdco the Target Stock, and Parent shall sell to Buyer, and Buyer shall purchase from Parent, the Membership Interests, in each case free and clear of all Liens (other than restrictions to which Buyer may be subject under applicable securities Laws and Gaming Laws).
