Purchase and Sale of Company Shares and Company Warrants Sample Clauses

Purchase and Sale of Company Shares and Company Warrants. At the Closing, on the terms and subject to the conditions set forth in this Agreement, the Company Stockholders and Company Warrant Holders, severally and not jointly, shall sell, transfer, assign and deliver to Buyer, and Buyer shall purchase from the Company Stockholders and Company Warrant Holders, good and valid title to all of the rights and interests in and to the Company Shares and the Company Warrants, respectively, free and clear of all Liens, other than those restrictions under applicable securities Laws.
AutoNDA by SimpleDocs
Purchase and Sale of Company Shares and Company Warrants. Continuing Stockholders; Payment of Discretionary Bonuses 2 1.1 Transfer of Company Shares and Company Warrants 2 1.2 Sale and Purchase; Aggregate Value 2 1.3 Rollover Stockholders; Continuing Stockholders; Put Right 3 1.4 Discretionary Bonuses 4 1.5 Contingent Payment 4 1.6 Working Capital Adjustment to Purchase Price. 8 1.7 Closing 9 1.8 Transfer Taxes 10 1.9 Stockholders’ Representative 10 1.10 Escrow 11 1.11 Rule 145 12 1.12 Tax Treatment; Tax Matters 12 Section 2. Representations and Warranties of the Company and the Stockholders 12 2.1 Organization and Corporate Power of the Company 13 2.2 Authorization and Non-Contravention 13 2.3 Capitalization 14 2.4 Subsidiaries; Investments 15 2.5 Financial Statements 15 2.6 Absence of Certain Developments 16 2.7 Transactions with Affiliates 17 2.8 Real Property 17 2.9 Tax Matters 18 2.10 Certain Contracts and Arrangements 20 2.11 Intellectual Property 21 2.12 Litigation 22 2.13 Labor Matters 22 2.14 Compliance with Laws 22 2.15 Employee Benefit Plans 23 2.16 Insurance Coverage 24 2.17 Investment Banking; Brokerage 24 2.18 Environmental Matters 24 2.19 Customers and Distributors 25 2.20 Suppliers 25 2.21 Bank Accounts; Credit Cards; Corporate Accounts; Powers of Attorney 25

Related to Purchase and Sale of Company Shares and Company Warrants

  • Purchase and Sale of Shares and Warrants Subject to the satisfaction (or waiver) of the conditions to Closing set forth in this Agreement and the Escrow Agreement, each Subscriber shall purchase the Shares and Warrants for the portion of the Purchase Price indicated on the signature page hereto, and the Company shall sell such Shares and Warrants to the Subscriber. The Purchase Price for the Shares and Warrants shall be paid in cash. The entire Purchase Price shall be allocated to the Shares.

  • Purchase and Sale of Common Shares (a) Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties set forth in Schedule B to this Agreement, the Purchaser hereby agrees to purchase from the Company and the Company hereby agrees to sell to the Purchaser, on the Closing Date, 104,500,000 Common Shares (the “Purchased Shares”) at a price of $48.60 per Purchased Share for an aggregate purchase price of $5,078,700,000 (the “Share Purchase Price”).

  • Purchase and Sale of Purchased Shares At the Closing and on the terms and subject to the conditions set forth in this Agreement, Sellers shall sell and deliver to Purchaser, and Purchaser shall purchase from Sellers and pay therefor, the Purchased Shares, free and clear of any and all Encumbrances and in suitable form for transfer to Purchaser.

  • Purchase and Sale of Common Stock Subject to the terms and conditions set forth herein, the Company shall issue and sell to the Investor, and the Investor shall purchase from the Company, up to that number of Shares having an aggregate Purchase Price of Ten Million dollars ($10,000,000).

  • Purchase and Sale of Preferred Shares Upon the following terms and conditions, CDRD shall issue and sell to each Investor severally, and each Investor severally shall purchase from CDRD, the number of First Closing Shares and up to the number of Second Closing Shares indicated next to such Investor's name on Schedule I attached to this Agreement."

  • Purchase and Sale of Shares Closing 2.01. Purchase and Sale of the Shares........................................................................... 10 2.02.

  • Company Shares If the managing underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account or for the account of others in such registration if the managing underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

  • Purchase and Sale of the Private Placement Warrants (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 7,500,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $7,500,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”) in accordance with the Company’s wiring instructions at least one business day prior to the date of effectiveness of the registration statement on Form S-1 (File No. 333-252273) filed in connection with the Public Offering. On the Initial Closing Date, the Company, shall either, at its option, deliver certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an aggregate of 600,000 Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, at a price of $1.00 per warrant for an aggregate purchase price of up to $600,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Trust Account in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

  • Conversion of Company Shares As of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any Company Share or Acquiror Share, each Company Share issued and outstanding immediately prior to the Effective Time (other than (a) shares to be cancelled in accordance with Section 3.2 and (b) Dissenting Shares) shall be converted into the right to receive in cash from Acquiror, without interest, an amount equal to $16.00 (the "Merger Consideration").

  • Purchase and Sale of Preferred Stock 1.1 Sale and Issuance of Series B Preferred Stock. ---------------------------------------------

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