Sale and Purchase of Capital Stock Sample Clauses

Sale and Purchase of Capital Stock. On the "Closing Date" (as defined herein), Seller shall sell, transfer, convey and deliver to Purchaser, and Purchaser shall purchase and accept delivery of, 100 shares of common stock of the Company, par value $1.00 per share (collectively, the "Shares"), which Shares constitute all of the issued and outstanding shares of capital stock of the Company, for a purchase price determined as provided in Section 1.2 hereof.
Sample 1Sample 2
AutoNDA by SimpleDocs
Sale and Purchase of Capital Stock. Subject to the terms and conditions of this Agreement, at the Closing Purchaser shall purchase from Sellers, and Sellers shall sell and transfer to Purchaser, all of the issued and outstanding capital stock of the Company and the Target Subsidiaries (the “Target Shares”), free and clear of all Encumbrances and other restrictions on transfer.
Sample 1Sample 2
Sale and Purchase of Capital Stock. Upon the terms and subject to the conditions set forth in this Agreement, the Seller agrees to sell, assign, transfer and deliver to Acquisition Corp. and Acquisition Corp. agrees to purchase from the Seller, on the Closing Date (as hereinafter defined) ninety percent (90%) of the issued and outstanding shares of JDI (JDI "Stock").
Sample 1
Sale and Purchase of Capital Stock. Subject to the terms and conditions of this Agreement, Seller agrees to sell to GeoBio, and GeoBio agrees to purchase from Seller, one hundred percent (100%) of the total issued and outstanding capital stock of Axxxxx as well as all securities convertible into capital stock and all capital stock equivalents as of the Effective Date, which are held by Seller in such amounts as set forth in Schedule 1.01 (hereinafter collectively referred to as the “Capital Stock”), and which total amount of Capital Stock shall not change between the Effective Date and the Closing Date (defined below). Purchaser hereby agrees that this transaction is a purchase and sale of Capital Stock and Purchaser will not elect to treat this transaction as an asset sale under Internal Revenue Code Section 338(h) (10). Purchaser hereby indemnifies Seller from all adverse tax consequences from Purchaser’s breach of this covenant, whether intentional or inadvertent. In exchange for the Capital Stock of Axxxxx, GeoBio shall provide the below described consideration:
Sample 1
Sale and Purchase of Capital Stock. Subject to the terms and conditions of this Agreement, Seller agrees to sell to GeoBio, and GeoBio agrees to purchase from Seller, one hundred percent (100%) of the total issued and outstanding capital stock of Xxxxx Construction, Inc., as well as all securities convertible into capital stock and all capital stock equivalents of Xxxxx Construction & Sons, Inc. as of the Effective Date, which are held by Seller in such amounts as set forth in Schedule 1.01 (herein collectively referred to as the "Capital Stock"), and which total amount of Capital Stock shall not change between the Effective Date and tile Closing Date (defined below). Purchaser hereby agrees that this transaction is a purchase and sale of Capital Stock and Purchaser will not elect to treat this transaction as an asset sale under Internal Revenue Code Section 338(h)(IQ). Purchaser hereby indemnifies Seller from all adverse tax consequences from Purchaser's breach of this covenant, whether intentional or inadvertent.
Sample 1
Sale and Purchase of Capital Stock. At the Closing, the Company shall sell, assign, transfer and deliver the Biofuels Capital Stock to Purchaser, and Purchaser shall purchase the Biofuels Capital Stock, free and clear of any and all Encumbrances, from the Company.
Sample 1
Sale and Purchase of Capital Stock. CON and PPTI hereby agree to sell, transfer, assign, convey and deliver to Buyer all of the issued and outstanding shares of capital stock of Newmark (the "Newmark Stock"), free and clear of all liens, claims and encumbrances, and Buyer hereby agrees to purchase and acquire the Newmark Stock from PPTI or CON, as applicable. PLG hereby agrees to sell, transfer, sign, convey and deliver to Buyer all of the issued and outstanding shares of the capital stock of PLUSA (the "PLUSA Stock"), free and clear of all liens, claims and encumbrances, and Buyer hereby agrees to purchase and acquire the PLUSA Stock from PLG. For purposes of this Agreement, the Newmark Stock and the PLUSA Stock are sometimes referred to collectively as the "Capital Stock".
Sample 1
AutoNDA by SimpleDocs
Sale and Purchase of Capital Stock 
Sample 1Sample 2Sample 3See All (9)

Related to Sale and Purchase of Capital Stock

  • Conversion of Capital Stock At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holders of any shares of capital stock of the Company, Parent or Merger Sub:

  • Valid Issuance of Capital Stock The total number of shares of all classes of capital stock which the Company has authority to issue is 100,000,000 shares of Class A Common Stock, 10,000,000 shares of Class B Common Stock, $0.0001 par value per share (the “Class B Common Stock”), and 1,000,000 shares of preferred stock, $0.0001 par value per share (“Preferred Stock”). As of the date hereof, the Company has issued and outstanding 5,750,000 shares of Class B Common Stock (of which up to 750,000 shares are subject to forfeiture as described in the Registration Statement), no shares of Class A Common Stock and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.

  • Issuance of Capital Stock Except for (a) any transaction pursuant to an Unsolicited Proposal that Maker accepts in accordance with the fiduciary exception provided in Section 3.2 of the Recapitalization Agreement or (b) shares of capital stock issuable upon exercise or conversion of warrants or convertible securities outstanding prior to February 1, 2004, Maker shall not without Holder's prior written approval: (i) issue any shares of capital stock or other securities, or any instruments exercisable for or convertible into capital stock or other securities, or (ii) make any promises, commitments, undertakings, agreements or letters of intent for any of the issuances described in (i) hereof.

  • Description of Capital Stock The authorized capital stock of the Company conforms as to legal matters to the description thereof contained in the Prospectus.

  • Restriction on Sale of Capital Stock During the Commitment Period, the Company shall not issue or sell (i) any Common Stock or Preferred Stock without consideration or for a consideration per share less than the bid price of the Common Stock determined immediately prior to its issuance, (ii) issue or sell any Preferred Stock warrant, option, right, contract, call, or other security or instrument granting the holder thereof the right to acquire Common Stock without consideration or for a consideration per share less than such Common Stock's Bid Price determined immediately prior to its issuance, or (iii) file any registration statement on Form S-8.

  • Restriction on Sales of Capital Stock The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not, for a period of 180 days after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18.1 shall not apply to (i) the shares of Common Stock to be sold hereunder, (ii) the issuance by the Company of shares of Common Stock upon the exercise of a stock option or warrant or the conversion of a security outstanding on the date hereof, of which the Representative has been advised in writing or (iii) the issuance by the Company of stock options or shares of capital stock of the Company under any equity compensation plan of the Company. Notwithstanding the foregoing, if (i) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this Section 3.18.1 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of such material news or material event, as applicable, unless the Representative waives, in writing, such extension; provided, however, that this extension of the Lock-Up Period shall not apply to the extent that FINRA has amended or repealed NASD Rule 2711(f)(4), or has otherwise provided written interpretive guidance regarding such rule, in each case, so as to eliminate the prohibition of any broker, dealer, or member of a national securities association from publishing or distributing any research report, with respect to the securities of an Emerging Growth Company prior to or after the expiration of any agreement between the broker, dealer, or member of a national securities association and the Emerging Growth Company or its shareholders that restricts or prohibits the sale of securities held by the Emerging Growth Company or its shareholders after the initial public offering date.

  • Capitalization; Status of Capital Stock As of November 30, 1997, the authorized capital stock of the Company consisted of (i) 25,000,000 shares of Common Stock, par value $.001 per share, and (ii) 1,500,000 shares of Preferred Stock, without par value, of which 12,195,819 shares of Common Stock were issued and outstanding and 1,670,425 shares reserved for issuance (not including shares reserved for issuance in connection with the transactions contemplated hereby) and no shares of Preferred Stock were issued or outstanding. All the outstanding shares of capital stock of the Company have been duly authorized, and are validly issued, fully paid and non-assessable. With the exception of the Shares, the Warrants, the Contingent Warrants, options to purchase 1,385,825 shares of Common Stock granted to directors, officers and other employees of the Company, options to purchase 284,600 shares of Common Stock granted to the former Chief Executive Officer of the Company and certain consultants of the Company, and options to purchase 1,591,200 shares of Common Stock authorized but not granted under the Company's stock option plans, no options, warrants, subscriptions or rights of any nature to acquire from the Company, or commitments of the Company to issue, or securities convertible into, shares of capital stock or other securities are authorized, issued or outstanding. None of the Company's outstanding securities or authorized capital stock are subject to any rights of redemption, repurchase, rights of first refusal, preemptive rights or other similar rights, whether contractual, statutory or otherwise, for the benefit of the Company, any stockholder, or any other person. To the Company's knowledge, and except as contemplated by this Agreement and as set forth in Schedule 2.5, there are no agreements, understandings, trusts or collaborative arrangements or understandings concerning the voting or transfer of the capital stock of the Company. The offer and sale of all capital stock and other securities of the Company issued prior to the Closing complied with or were exempt from all applicable federal and state securities laws and no stockholder has a right of rescission or damages with respect thereto.

  • Limitation on Issuance of Capital Stock (a) With respect to Holdings, issue any Equity Interest that is not Qualified Capital Stock.

  • Limitations on Exchange and Issuance of Capital Stock Issue, sell or otherwise dispose of any class or series of capital stock that, by its terms or by the terms of any security into which it is convertible or exchangeable, is, or upon the happening of an event or passage of time would be, (a) convertible or exchangeable into Debt or (b) required to be redeemed or repurchased, including at the option of the holder, in whole or in part, or has, or upon the happening of an event or passage of time would have, a redemption or similar payment due.

  • Treatment of Capital Stock Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of any shareholder:

Time is Money Join Law Insider Premium to draft better contracts faster.