Purchase and Sale; Purchase Price. (a) Subject to the terms and conditions set forth herein, the Company shall issue and sell and the Purchaser shall purchase an aggregate principal amount of One Million Dollars ($1,000,000) (the "Purchase Price") of the Debentures, of which Nine Hundred Ninety Nine Thousand Dollars ($999,000) shall be attributable to the Debenture A and One Thousand Dollars ($1,000) shall be attributable to the Debenture B. The Debentures shall have the respective rights, preferences and privileges as set forth in the respective Debentures annexed as Exhibit A-1 and Exhibit A-2.
Purchase and Sale; Purchase Price. Section 1.1 of the Agreement is hereby replaced in its entirety with the following: “Subject to the terms and conditions of the Agreement, the Seller agrees to sell the Shares, together with all dividends, distributions and rights attaching to the Shares on and after the Offer Announcement Date, free of all liens, charges and other encumbrances and third party rights whatsoever, to the Purchaser for a purchase price (the “Purchase Price”) consisting of the following combination of cash and securities: (i) SEK 1.191 per Company share, which is equal to SEK 52,011,983 for all Shares purchased (the “Initial Cash Component”), (ii) up to SEK 0.540 per Company share, which is equal to SEK 23,596,107 for all Shares purchased, subject to and conditional upon the contingencies identified in Appendix 1 (the “Contingent Cash Component”) and (iii) 0.01458 shares of common stock of the Purchaser per Company share, which is equal to 636,838 shares of such common stock for all Shares purchased (the “Common Stock Component”, and such shares the “Consideration Shares”).”
Purchase and Sale; Purchase Price. At the Closing, and upon the terms and subject to the conditions of this Agreement, each Seller agrees to sell and convey to the Buyer all of its Properties, and the Buyer agrees to purchase, accept and pay for each Seller’s Properties and to assume all of the Assumed Obligations. In consideration for the sale of the Properties, the Buyer will pay to the Sellers the purchase price of THREE HUNDRED THIRTY-FIVE MILLION FIVE HUNDRED THIRTY-EIGHT THOUSAND SEVEN HUNDRED EIGHTY-EIGHT DOLLARS ($335,538,788.00) (the “Purchase Price”) in immediately available funds at Closing (pursuant to wire transfer instructions designated in advance by the Sellers to the Buyer in writing). Subject to the provisions of Section 5.12, within two (2) Business Days after the Execution Date, the Buyer will pay to the Escrow Agent for the benefit of the Sellers an xxxxxxx money deposit equal to seven and one half percent (7.5%) of the unadjusted Purchase Price (such amount, together with all interest earned thereon, the “Deposit”). The Escrow Agent shall hold the Deposit in the Escrow Account in accordance with this Agreement and the Escrow Agreement. At Closing, the Deposit will be applied against the Purchase Price, but a portion thereof equal to five percent (5%) of the unadjusted Purchase Price will be retained by the Escrow Agent in accordance with the provisions of this Agreement and the Escrow Agreement and at Closing the Parties shall execute and deliver to the Escrow Agent a Joint Instruction directing the Escrow Agent to release to the Sellers (in accordance with Section 2.9) an amount equal to 2.5% of the unadjusted Purchase Price from the Escrow Balance. The Purchase Price will be adjusted (without duplication) as set forth below in this Section 2.
Purchase and Sale; Purchase Price. 8 (a) Purchase............................................................8 (b) Form of Payment.....................................................9 (c) Closing.............................................................9
Purchase and Sale; Purchase Price. Section 2.1
Purchase and Sale; Purchase Price. (a) Subject to the terms and conditions set forth herein, the Target Company shall issue and sell and Seaside shall purchase eleven million (11,000,000) shares of the Target Company's Common Stock (the "Consideration Stock").
Purchase and Sale; Purchase Price. (a) Subject to the terms and conditions set forth in this Agreement, Seller shall sell to Purchaser, and Purchaser shall accept from Seller, the Shares in exchange for $1,543 (the “Purchase Price”).
Purchase and Sale; Purchase Price. 17 Section 2.1 Purchase and Sale of Purchased Assets 17 Section 2.2 Assumption and Exclusion of Liabilities 19 Section 2.3 Purchase Price 20 Section 2.4 Closing 20 Section 2.5 Contract Assignment and Consent 21 Section 2.6 Permit Assignment and Consent 22 ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE DEBTORS 22 Section 3.1 Organization 23 Section 3.2 Authorization; Corporate Documentation 23 Section 3.3 Subsidiaries 23 Section 3.4 No Breach 24 Section 3.5 Permits 25 Section 3.6 Compliance With Law 26 Section 3.7 Title to and Sufficiency of Purchased Assets 26 Section 3.8 Condition of Personal Property 26 Section 3.9 Accounts Receivable; Accounts Payable 26 Section 3.10 Intellectual Property 27 Section 3.11 Contracts 27 Section 3.12 Litigation 30 Section 3.13 SEC Reports; Financial Statements; Working Capital 30 Section 3.14 Liabilities 31 Section 3.15 Tax Matters 31 Section 3.16 Employee Benefit Plans 33 Section 3.17 Insurance 36 Section 3.18 Environmental Matters 36 Section 3.19 Healthcare Providers 37 Section 3.20 Vendors 38 Section 3.21 Real Property 39 Section 3.22 Transactions with Certain Persons 41 Section 3.23 Employees; Labor Matters 41 Section 3.24 Brokers 43 Section 3.25 Absence of Changes 43 Section 3.26 Governmental Consents, etc 44 Section 3.27 Government Program Participation 45 Section 3.28 Regulatory Compliance 46 Section 3.29 Franchise Matters 47 Section 3.30 Indebtedness 49 Section 3.31 Bank Accounts 49 Section 3.32 Warranty Matters 49 Section 3.33 Illegal Payments 50 Section 3.34 Non-Controlled Subsidiaries 50 ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE BUYER PARTIES 50 Section 4.1 Organization 50 Section 4.2 Authorization 51 Section 4.3 Binding Agreement 51 Section 4.4 No Breach 51 Section 4.5 Litigation 51 Section 4.6 Commitment Letter; DIP Loan 51 Section 4.7 Brokers 52 Section 4.8 GST 52 Section 4.9 No Implied Representations 52 ARTICLE 5 BANKRUPTCY COURT MATTERS 52 Section 5.1 Bankruptcy Court Approval 52 Section 5.2 Bankruptcy Court Filings 52 Section 5.3 Competing Transactions 53 Section 5.4 Administrative Priority 55 ARTICLE 6 COVENANTS 55 Section 6.1 Affirmative Covenants of the Debtors 55 Section 6.2 Negative Covenants of the Debtors 56 Section 6.3 Buyer Access 59 Section 6.4 Confidentiality 59
Purchase and Sale; Purchase Price. (a) Subject to the terms and conditions set forth herein, the Company shall issue and sell and the Purchaser shall purchase three hundred fifty thousand (350,000) shares of the Company’s Series B 0 % Convertible Preferred Stock, $.001 par value per share (the “Shares”). The Series B Preferred Stock shall have the respective rights, preferences and privileges as set forth in the Certificate of Designation to be filed by the Company with the Secretary of State of Delaware prior to the Execution Date.
Purchase and Sale; Purchase Price. Subject to the provisions of this Agreement, at Closing (as hereinafter defined), the Company shall sell to the Purchaser and the Purchaser shall purchase from the Company 25 shares of Series B Preferred Stock at the purchase price of $25,000 (the "Purchase Price")
