02Sale and Purchase Sample Clauses

02Sale and Purchase. Subject to the terms and conditions hereof, BATL hereby agrees to issue and sell to each Purchaser, free and clear of any and all Liens (other than the transfer restrictions under applicable federal and state securities Laws and other than those arising under the Certificates of Designations or the Delaware Corporations Act), and each Purchaser, severally and not jointly, hereby agrees to purchase from BATL, such number of Purchased Securities as set forth on Schedule A, and each Purchaser agrees to pay BATL (or a designated Subsidiary of BATL) its Allocated Purchase Price with respect to such Purchased Securities. For the avoidance of doubt, the Allocated Purchase Price shall be the consideration for all Purchased Securities to be acquired by the applicable Purchaser at the Closing.
Sample 1Sample 2Sample 3See All (6)
AutoNDA by SimpleDocs

Related to 02Sale and Purchase

  • Sale and Purchase Upon the terms and subject to the conditions of this Agreement, simultaneously with the Effective Time, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller 5,600,000 shares of Company Common Stock minus a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Purchased Common Stock") and 59,000 shares of Company Preferred Stock minus a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Purchased Preferred Stock" and, together with the Purchased Common Stock, the "Purchased Company Stock"), free and clear of all Liens, in consideration for which, at the Effective Time, Purchaser shall pay to Seller an amount equal to the Purchase Consideration by making a wire transfer of immediately available funds in U.S. dollars to the account designated in writing by Seller at least two (2) business days prior to the Closing. The transactions contemplated by this Section 2.2 are herein referred to as the "Stock Purchase." Upon the terms and subject to the conditions of this Agreement, simultaneously with the Effective Time, the Company shall issue to the Employee Trust a number of shares of Company Common Stock equal to the Management Rollover Common Share Number (the "Employee Trust Common Stock") and a number of shares of Company Preferred Stock equal to the Management Rollover Preferred Share Number (the "Employee Trust Preferred Stock," which together with the Employee Trust Common Stock, the "Employee Trust Company Stock"), in consideration of, and to secure, the Company's obligations to issue Company Common Stock or Company Preferred Stock under the Senior Executive Plan after the Merger.

  • Sale and Purchase of Shares Upon the terms and subject to the conditions contained herein, on the Closing Date the Seller shall sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser shall purchase from the Seller, all of the Shares.

  • Sale and Purchase of Assets Subject to and upon the terms and conditions contained herein, at the Closing (as hereinafter defined), Seller shall sell, transfer, assign, convey and deliver to Purchaser, free and clear of all liens, claims and encumbrances, and Purchaser shall purchase, accept and acquire from Seller, the following:

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