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.
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.
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”).
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.
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.
The Equity Purchase
