PURCHASE AND SALE OF PREFERRED INTERESTS Sample Clauses

PURCHASE AND SALE OF PREFERRED INTERESTS. 2 SECTION 1.1 ISSUANCE AND PURCHASE OF PREFERRED INTERESTS 2 SECTION 1.2 PAYMENT FOR PREFERRED INTERESTS 2 ARTICLE II PURCHASE AND SALE OF SELLERS’ INTERESTS 2 SECTION 2.1 SALE OF INTERESTS 2 SECTION 2.2 PURCHASE PRICE AND PAYMENTS FOR THE INTERESTS 3 SECTION 2.3 PAYMENTS IN CASH; PAYMENTS TO THE SELLERS 4 SECTION 2.4 WITHHOLDING 4 SECTION 2.5 DETERMINATION OF EBITDA 4 ARTICLE III CLOSINGS 6 SECTION 3.1 INITIAL CLOSING 6 SECTION 3.2 SUBSEQUENT CLOSINGS 6 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY 6 SECTION 4.1 ORGANIZATION AND QUALIFICATION 7 SECTION 4.2 INTERESTS IN OTHER PERSONS 7 SECTION 4.3 CAPITALIZATION 7 SECTION 4.4 FUNDAMENTAL DOCUMENTS; OTHER RECORDS 8 SECTION 4.5 AUTHORIZATION; ABSENCE OF CONFLICTS 8 SECTION 4.6 GOVERNMENTAL APPROVALS 9 SECTION 4.7 FINANCIAL STATEMENTS 9 SECTION 4.8 TAX MATTERS 10 SECTION 4.9 COMPLIANCE WITH LAWS 11 SECTION 4.10 LITIGATION 14 SECTION 4.11 AGREEMENTS 14 SECTION 4.12 REAL ESTATE 16 SECTION 4.13 ACCOUNTS AND NOTES RECEIVABLE 16 SECTION 4.14 INVENTORIES 17 SECTION 4.15 PRODUCT WARRANTIES; RETURNS 17 SECTION 4.16 TANGIBLE PROPERTY 17 SECTION 4.17 INTELLECTUAL PROPERTY 18 SECTION 4.18 TITLE; LIENS 19 SECTION 4.19 LIABILITIES; INDEBTEDNESS 19 SECTION 4.20 LABOR AGREEMENTS 20 SECTION 4.21 DISCRIMINATION AND OCCUPATIONAL SAFETY 20 SECTION 4.22 ENVIRONMENTAL PROTECTION 21 SECTION 4.23 EMPLOYEE BENEFIT PLANS 22 SECTION 4.24 EMPLOYEES; COMPENSATION 24 SECTION 4.25 FOREIGN CORRUPT PRACTICES ACT 24 SECTION 4.26 INSURANCE 25 SECTION 4.27 OPERATIONS OF THE COMPANY 25 SECTION 4.28 POTENTIAL CONFLICTS OF INTEREST 26 SECTION 4.29 BANKS, BROKERS AND PROXIES 27 SECTION 4.30 NO BROKER 27 SECTION 4.31 FULL DISCLOSURE 27 ARTICLE V REPRESENTATIONS AND WARRANTIES OF EACH SELLER 27 SECTION 5.1 TITLE TO INTERESTS 27 SECTION 5.2 AUTHORITY RELATIVE TO THIS AGREEMENT 27 SECTION 5.3 ABSENCE OF CONFLICTS 28 SECTION 5.4 GOVERNMENTAL APPROVALS 28 SECTION 5.5 LITIGATION 28 SECTION 5.6 NO BROKER 28 ARTICLE VI REPRESENTATIONS AND WARRANTIES OF BUYER 28 SECTION 6.1 ORGANIZATION 28 SECTION 6.2 AUTHORITY RELATIVE TO THIS AGREEMENT 28 SECTION 6.3 ABSENCE OF CONFLICTS 29 SECTION 6.4 NO BROKER 29 SECTION 6.5 PURCHASE FOR INVESTMENT 29 SECTION 6.6 GOVERNMENTAL APPROVALS 29 SECTION 6.7 FULL DISCLOSURE 30 ARTICLE VII COVENANTS AND AGREEMENTS 30 SECTION 7.1 PRE-CLOSING CONDUCT OF BUSINESS OF THE COMPANY 30 SECTION 7.2 PAYMENT OF INTERCOMPANY DEBTS 30 SECTION 7.3 REVIEW OF THE COMPANY 30 SECTION 7.4 BEST EFFORTS 30 SECTION 7.5 ADVICE OF CHANGES 31...
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Related to PURCHASE AND SALE OF PREFERRED INTERESTS

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

  • Purchase and Sale of Membership Interests Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Sellers shall sell to Purchaser, and Purchaser shall purchase and accept from Sellers, the Membership Interests, free and clear of all Liens (other than restrictions arising under applicable securities Laws or Gaming Laws).

  • Purchase and Sale of Interests Upon the terms and subject to the conditions set forth in this Agreement, Seller shall sell, assign, transfer and convey to Buyer, and Buyer shall purchase and acquire from Seller, at the Closing, the Interests. Seller shall transfer the Interests to Buyer by delivery of the Assignment Document at Closing.

  • Purchase and Sale of Notes and Warrants (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, secured convertible promissory notes in the aggregate principal amount of up to Three Million Five Hundred Thousand Dollars ($3,500,000), convertible into shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), in substantially the form attached hereto as Exhibit B (the “Notes”). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), including Regulation D (“Regulation D”), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder.

  • Purchase and Sale of Convertible Debentures 5 2.1 Purchase and Sale; Purchase Price..........................................................................5 2.2 Execution and Delivery of Documents; the Closing...........................................................6 2.3 The Post-Closing...........................................................................................7

  • Purchase and Sale of Debentures and Warrants Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, each Buyer agrees to purchase, at the Closing, and the Company agrees to sell and issue to each Buyer, at the Closing, in exchange for such Buyer’s portion of the Purchase Price, Debentures and Warrants in the amounts, set forth on such Buyer’s signature page hereto.

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

  • 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.

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