PURCHASE AND SALE OF SHARES AND TRANSFERRED ASSETS Sample Clauses

PURCHASE AND SALE OF SHARES AND TRANSFERRED ASSETS. Section 2.01. Purchase and Sale of Shares and Transferred Assets; Exclusion of Excluded Assets 14 Section 2.02. Assumption of Assumed Liabilities; Retention of Retained Liabilities 17 Section 2.03. Purchase Price; Allocation of Purchase Price 19 Section 2.04. Payment Adjustment 19 Section 2.05. Closing 21 Section 2.06. Closing Deliveries by Seller 22 Section 2.07. Closing Deliveries by Purchaser 22 Section 2.08. Accounting 22 Section 2.09. Nonassignable; Nonsublicenseable Assets 23 Section 2.10. Withholding Rights 24 Section 2.11. Special Employee Liabilities 24 ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER Section 3.01. Organization and Good Standing 26 Section 3.02. Authority 26 Section 3.03. No Conflict; Consents and Approvals 26 Section 3.04. Capitalization; Title to Shares; Equity Interests 27 Section 3.05. Financial Information 28 Section 3.06. Absence of Certain Changes or Events 29 Section 3.07. Absence of Litigation 29 Section 3.08. Compliance with Laws; Permits 29 TABLE OF CONTENTS (continued) Page Section 3.09. Sufficiency and Ownership of Assets 29 Section 3.10. Real Property 30 Section 3.11. Employee Matters 31 Section 3.12. Environmental Matters 32 Section 3.13. Material Contracts 33 Section 3.14. Brokers 35 Section 3.15. Intellectual Property 35 Section 3.16. Taxes 37 Section 3.17. Certain Business Practices 39 Section 3.18. Products; Services 39 Section 3.19. Insurance Coverage 39 Section 3.20. VeriSign Japan 39 Section 3.21. Officers and Directors 40 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PURCHASER Section 4.01. Organization and Good Standing 40 Section 4.02. Authority 40 Section 4.03. No Conflict; Consents and Approvals 41 Section 4.04. Absence of Litigation 41 Section 4.05. Exclusivity of Representations and Warranties 41 Section 4.06. Financial Ability 42 Section 4.07. Brokers 42 ARTICLE V COVENANTS Section 5.01. Conduct of Business Prior to the Closing 42 Section 5.02. Access to Information; Advice of Changes; Software Audit 44 Section 5.03. Confidentiality; Publicity 46 Section 5.04. Efforts and Actions to Cause the Closing to Occur 46 Section 5.05. Bulk Sales 48 TABLE OF CONTENTS (continued) Page Section 5.06. Insurance 48 Section 5.07. Termination of Overhead and Shared Services 48 Section 5.08. Delivery of the Business Software 48 Section 5.09. Further Action 49 Section 5.10. Ancillary Agreements 50 Section 5.11. Maintenance of Books and Records 50 Section 5.12. Deletion of Software 51 Section 5.13. Use of Trademarks a...
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PURCHASE AND SALE OF SHARES AND TRANSFERRED ASSETS. Section 2.01. Purchase and Sale of Shares and Transferred Assets; Exclusion of Excluded Assets 14
Sample 1

Related to PURCHASE AND SALE OF SHARES AND TRANSFERRED ASSETS

  • Purchase and Sale of Purchased Assets (a) On the terms and conditions of this Agreement, at the Closing (and effective as of the Effective Time), Seller will sell, assign, transfer, convey and deliver to Purchaser, free and clear of all Liens, and Purchaser will purchase, acquire and accept from Seller, the Purchased Assets.

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

  • Purchase and Sale of Shares 2.1.1. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, transfer and deliver to Buyer, free and clear of all Liens (other than Liens under the Securities Act and any other applicable state or foreign securities Laws), and Buyer shall purchase from Seller, all right, title and interest in and to the Shares.

  • Purchase and Sale of the Purchased Assets 2 Section 2.1 Assets of Seller to be Transferred to Buyer 2 Section 2.2 Excluded Assets 3 ARTICLE III PURCHASE PRICE FOR THE PURCHASED ASSETS 4 Section 3.1 Purchase Price 4 Section 3.2 Closing Payments 4 Section 3.3 Post-Closing Payments. 4 Section 3.4 Pre-Closing Statement; Post-Closing Purchase Price Adjustment. 5 Section 3.5 Covenants Regarding Stock Consideration. 7 Section 3.6 Allocation of Purchase Price 8 Section 3.7 Withholding 8 Section 3.8 Electronic Transfer of Certain Assets 8 Section 3.9 Employee and Independent Contractor Matters 9 Section 3.10 Inability to Assign Assigned Contracts. 10 Section 3.11 Payments to Members 10 Section 3.12 Paying Agent 11

  • 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 the Units Subject to the terms and conditions of this Agreement, on the Closing Date, each Investor shall purchase, and the Company shall sell and issue to each Investor, the number of Units set forth opposite the Investor’s name on the signature page attached hereto at a price per Unit equal to the Per Unit Purchase Price.

  • Purchase and Sale of Acquired Assets On the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, assign, convey and transfer to Buyer, and Buyer shall purchase, assume and acquire from Seller, free and clear of Liens other than Permitted Liens, all of Seller’s right, title and interest in and to the following properties, rights and assets owned by Seller constituting, or used in and necessary for the operation of, the Business (collectively, the “Acquired Assets”):

  • Purchase and Sale of the Shares Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell to the Purchaser, and the Purchaser shall purchase from the Seller, the Shares.

  • 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).

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