1Purchase and Sale. Subject to the terms and conditions of this Agreement, Seller hereby agrees to sell and convey to Buyer, and Buyer hereby agrees to purchase from Seller (the “Sale”), the property described in this Section 1.1 (the “Property”).
1Purchase and Sale. At a Closing (as defined in Section 2), the Company will sell to the Investor, and the Investor will purchase from the Company, upon the terms and subject to the conditions set forth herein, for the Initial Purchase Price or Commitment Purchase Price, as the case may be, the Common Stock described in Paragraph 2 of the Securities Purchase Agreement attached hereto (collectively with this Annex I and the other exhibits attached hereto, this “Agreement”).
1Purchase and Sale. Subject to the terms and conditions of this Agreement, Seller hereby agrees to sell, assign, transfer, and deliver to Company, and Company hereby agrees to redeem and purchase from Seller, all of the Shares. The aggregate consideration to be paid by Company for the Shares will be $1,798,800.20 (the “Purchase Price”).
1Purchase and Sale. Upon the terms and subject to the conditions of this Agreement, effective on the Closing Date (as defined below), Sellers agree to sell, convey, assign, transfer and deliver to the Company, and the Company agrees to purchase from Sellers, the Purchased Shares, free and clear of any and all mortgages, pledges, encumbrances, liens, security interests, options, charges, claims, deeds of trust, deeds to secure debt, title retention agreements, rights of first refusal or offer, limitations on voting rights, proxies, voting agreements, limitations on transfer or other agreements or claims of any kind or nature whatsoever (collectively, “Liens”).
1Purchase and Sale. Subject to the terms and conditions of this Agreement, and effective as of the Initial Valuation Date, Seller agrees to sell and assign and Buyer agrees to purchase and pay for all of the right, title and interest owned by Seller in and to the following (less and except for the Excluded Assets) (collectively, the “Assets”):
1Purchase and Sale. At the Closing, and upon the terms and subject to the conditions of this Agreement, Seller agrees to sell, transfer, assign and convey the Assets to Purchaser, and Purchaser agrees to purchase, accept and pay for the Assets and to assume certain obligations attributable to the Assets.
1Purchase and Sale. (a)Subject to the terms and conditions of this Agreement, on the Closing Date, Seller hereby sells, assigns, transfers and conveys to Purchaser, and Purchaser hereby purchases, acquires and accepts from Seller, all of Seller’s rights, title and interest in and to the Purchased Royalty Payments, free and clear of any and all Liens, other than Permitted Liens.
1Purchase and Sale. On the terms and subject to the conditions hereinafter set forth, on the Effective Date, Sellers shall sell, assign, transfer, convey and deliver (“Transfer”) free and clear of all Liens to Purchasers, and Purchasers shall purchase and acquire from Sellers, all right, title and interest of Sellers in the Membership Interest of the Acquired Company and the OneClick Trademark.
1Purchase and Sale. Subject to the terms and conditions of this Agreement, at the Closing, the Company shall issue and sell to each Investor, free and clear of all liens, other than any liens arising as a result of any action by any Investor, and each Investor shall purchase from the Company, the number of shares of Common Stock set forth opposite such Investor’s name on Exhibit A for a purchase price of $45.65 per share. The shares of Common Stock issued to the Investors pursuant to this Agreement shall be referred to in this Agreement as the “Shares.”
1Purchase and Sale. The Seller and the Buyer acknowledge and agree that, pursuant to the Original Agreement, the Seller sold, transferred, assigned and conveyed to RPI IFT, and RPI IFT purchased, acquired and accepted from the Seller, free and clear of all Liens, all of the Seller’s right, title and interest in and to the 2020 Assigned Royalty Payments. Upon the terms and subject to the conditions of this Agreement, at the 2023 Closing, the Seller shall sell, transfer, assign and convey to the Buyer, and the Buyer shall purchase, acquire and accept from the Seller, free and clear of all Liens, all of the Seller’s right, title and interest in and to the 2023 Assigned Royalty Payments.
