01Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing (as defined in Section 2.01), Seller shall sell to Buyer, and Buyer shall purchase from Seller, the Shares, free and clear of any mortgage, pledge, lien, charge, security interest, claim, community property interest, option, equitable interest, restriction of any kind (including any restriction on use, voting, transfer, receipt of income, or exercise of any other ownership attribute), or other encumbrance (each, an "Encumbrance"), for the consideration specified in Section 1.02.
01Purchase and Sale. At the Closing, Shareholders shall sell to Purchaser, and Purchaser shall purchase from Shareholders, the Shares, free and clear of all Encumbrances, for the consideration specified in Section 2.02(the “Purchase Price”).
01Purchase and Sale. Upon the terms and conditions set forth herein and on the basis of the representations, warranties, covenants and agreements contained herein, at the Closing, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase and accept from Seller, all of the Interests, free and clear of all Liens.
01Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Sellers shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Sellers, free and clear of any Liens other than Permitted Liens, all of Sellers’ right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased Assets”), including, without limitation, the following:
01Purchase and Sale. Upon the terms and subject to the conditions of this Agreement, the Company agrees to issue and sell to the Purchaser, or any other Persons designated by the Purchaser (“Designated Purchasers”), and the Purchaser agrees to, or cause the Designated Purchasers to, subscribe for and purchase from the Company, the Issued Shares. The aggregate subscription price for the Issued Shares is US$12,000,000 (“Subscription Price”), or US$0.005 per share. The Subscription Price shall be paid as provided in Section 2.02. The Issued Shares shall be issued and allotted to the Purchaser or the Designated Purchasers (as the case may be), credited as fully paid against payment of the par value, as provided in Section 2.03. The Purchaser or the Designated Purchasers (as the case may be) shall remain entitled to all of its rights, except for its voting rights, in respect of each Issued Share, and the voting power of each of the Issued Shares shall be irrevocably and fully delegated by the Purchaser or the Designated Purchasers (as the case may be) to Mr. XX Xxxxx, the chairman of the board of directors and chief executive officer of the Company, upon the issuance of the Issued Shares.
01Purchase and Sale. Upon the terms and subject to the conditions of this Agreement, the Company agrees to issue and sell to the Purchaser, and the Purchaser agrees to subscribe for and purchase from the Company, the Issued Shares. The aggregate subscription price for the Issued Shares is US$15,000,000 (“Subscription Price”), or US$0.005 per share. The Subscription Price shall be paid as provided in Section 2.02. The Issued Shares shall be issued and allotted to the Purchaser, credited as fully paid against payment of the par value, as provided in Section 2.03. The Purchaser shall remain entitled to all of its rights, except for its voting rights, in respect of each Issued Share, and the voting power of each of the Issued Shares shall be irrevocably and fully delegated by the Purchaser to Mr. XX Xxxxx, the chairman of the board of directors and chief executive officer of the Company, upon the issuance of the Issued Shares.
01Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing (as defined in Section 2.01), Seller shall sell to Buyer, and Buyer shall purchase from Seller, the Shares, free and clear of any mortgage, pledge, lien, charge, security interest, claim, community property interest, option, equitable interest, restriction of any kind (including any restriction on use, voting, transfer, receipt of income, or exercise of any other ownership attribute), or other encumbrance (each, an "Encumbrance"). The purchase and sale of the Shares shall take place in two separate transactions as set forth in Section 1.02.
01Purchase and Sale. On the terms and conditions set forth in this Agreement and subject to the satisfaction (or, to the extent permitted by applicable Law, waiver by the party entitled to the benefit thereof) of the conditions set forth in Article VI, at the Closing, (a) the Hill Path Investor shall purchase and acquire from the Company the Purchased Securities set forth opposite its name on Schedule II hereto for an aggregate purchase price of $150,000,000 (such aggregate purchase price, the “Hill Path Purchase Price”); provided that the Hill Path Purchase Price shall be increased pro rata based on any Additional Purchased Securities that are purchased pursuant to Section 5.19 hereof (if any) and (b) the HPS Investor shall purchase and acquire from the Company the Purchased Securities set forth opposite its name on Schedule II hereto for an aggregate purchase price of $10,000,000 (such aggregate purchase price, the “HPS Purchase Price” and summed with the Hill Path Purchase Price, the “Purchase Price”).
01Purchase and Sale. On the terms of this Agreement, at the Closing, each Purchaser shall severally purchase and acquire from the Company the number of Preferred Units set forth opposite such Purchaser's name on Schedule I (such Purchaser's "Purchaser Acquired Units"), and the Company shall issue, sell and deliver to each Purchaser, free and clear of all Liens, except restrictions imposed by the Securities Act and any other applicable securities Laws or by the Company LPA, such Purchaser's Purchaser Acquired Units (in aggregate, the "Acquired Units") for a cash purchase price per Acquired Unit equal to $1,000 and an aggregate cash purchase price with respect to each Purchaser as set forth opposite their name on Schedule I (such amount, the Purchaser's "Purchase Price Portion"), and an aggregate cash purchase price of $700,000,000 among all the Purchasers. The Preferred Units shall have the designation, preferences and other rights and limitations set forth in the Company LPA. The Company agrees that the Preferred Units shall be classified as mezzanine equity or equity (but not debt) for purposes of GAAP and U.S. Federal income taxes.
01Purchase and Sale. Subject to the terms and conditions set forth herein, the Company shall sell to Investor, and Investor shall purchase from the Company, 67,797 shares of Series E Preferred Stock (the “Purchased Series E Preferred Stock”) for an aggregate purchase price of Four Million Dollars ($4,000,0000) (the “Purchase Price”). Investor shall pay the Purchase Price to the Company in sixteen (16) equal monthly installments of Two Hundred Fifty Thousand Dollars ($250,000) (each a “Purchase Price Installment”), commencing on February 1, 2024 and by the tenth day of the of each succeeding month (each a “Purchase Price Installment Payment Date”), by wire transfer of immediately available funds to an account of the Company designated in writing by the Company to Investor. The Company shall issue 4,238 shares of Series E Preferred Stock as each payment is received for the first fifteen (15) monthly installments and 4,227 shares of the Series E Preferred Stock upon receipt of the sixteenth (16th) and final payment. In the event the Investor fails to pay a Purchase Price Installment to the Company on or before the corresponding Purchase Price Installment Payment Date, the Investor shall have five (5) Business Days from the date the Company notifies the Investor of such failure to cure any such failure. If such failure remains uncured for more than fifteen (15) Business Days from the date the Company notifies the Investor of such failure, the Company shall not be obligated to accept any further Purchase Price Installments from the Investor. In the event the Company reaches an agreement to sell more than fifty percent (50th) Purchase Price Installment, the Company shall notify the Investor of any such Company Sale Transaction and the Investor shall have the option to accelerate the payment of any remaining Purchase Price Installments to the Company in exchange for the remaining unpurchased 67,797 Series E Preferred Stock which shall then be converted to Company Common Stock. In the event the Investor elects to accelerate remaining Purchase Price Installments in accordance with the preceding sentence, the conversion of the Purchased Series E Preferred Stock to Company Common Stock shall occur prior to the consummation of the Company Sale Transaction.
