PURCHASE AND SALE OF THE. Common Stock -------------------------------------
PURCHASE AND SALE OF THE. SHARES 1
PURCHASE AND SALE OF THE. ALL OF THE PURCHASED SHARES ----------------------------------------------------
PURCHASE AND SALE OF THE. SHARES 1 1.01 Basic Transaction 1 1.02 Purchase and Sale of Shares 1 1.03 The Closing 2 1.04 The Closing Transactions 2 1.05 Purchase Price Adjustments 3 1.06 Withholding Rights 5 ARTICLE II CONDITIONS TO CLOSING 5 2.01 Conditions to the Purchaser’s Obligations 5 2.02 Conditions to the Seller’s Obligations 7 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY 7 3.01 Organization and Corporate Power 8 3.02 Subsidiaries 8 3.03 Authorization; No Breach; Valid and Binding Agreement 8 3.04 Capital Stock 9 3.05 Financial Statements 9 3.06 Absence of Certain Developments 10 3.07 Properties 11 3.08 Tax Matters 12 3.09 Contracts and Commitments 13 3.10 Intellectual Property 15 3.11 Litigation 17 3.12 Consents, etc. 17 3.13 Employee Benefit Plans 17 3.14 Insurance 19 3.15 Compliance with Laws; Permits 19 3.16 Environmental Compliance and Conditions 22 3.17 Affiliated Transactions 23 3.18 Employees 23 3.19 Customers and Suppliers 24 3.20 Unlawful Payments; Import/Export Matters 24 3.21 Brokerage 24 3.22 Product Warranties 25 3.23 Product Liability 25 3.24 No Other Representations and Warranties 25 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE PURCHASER 25 4.01 Organization and Corporate Power 25 4.02 Authorization 26 4.03 No Violation 26 Table of Contents (Continued) Page 4.04 Governmental Authorities; Consents 26 4.05 Litigation 26 4.06 Brokerage 26 4.07 Investment Representation 26 4.08 Financing 27 4.09 Solvency 27
PURCHASE AND SALE OF THE. Water System. (a) The City hereby sells, transfers and conveys to the Authority all of the City’s right, title and interest in and to the Components of the Water System. The Authority agrees to simultaneously sell to the City, and the City agrees to purchase from the Authority, the Components of the Water System at the Purchase Price (payable in installments) specified in Section 4.2 hereof and otherwise in the manner and in accordance with the provisions of this Installment Purchase Agreement and the Bond Law. The Authority hereby transfers and assigns to the City all of the Authority’s right, title and interest to all or any portion of the Components of the Water System.
PURCHASE AND SALE OF THE. ACQUIRED INTERESTS 1
PURCHASE AND SALE OF THE. TG Business. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing (as defined in Section 2.1) the Company shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from the Company, all of the Company's right, title and interest, as of the Closing, to and in the Included Assets (as defined in Section 1.3).
PURCHASE AND SALE OF THE. Common Stock. Subject to the terms and conditions hereof, the Company hereby issues and sells to the Investors, and each Investors hereby purchases from the Company, the number of Shares set for opposite such Investor's name in Schedule 1, for a purchase price of $1.57 per share, resulting in an aggregate purchase price for all Shares sold pursuant to the terms hereof of $8,824,355.87.
PURCHASE AND SALE OF THE. SHARES 5 2.1 Purchase and Sale of the Shares. 4 2.2 Adjustments to Purchase Price. 6
