PURCHASE AND SALE OF THE. ALL OF THE PURCHASED SHARES ----------------------------------------------------
PURCHASE AND SALE OF THE. Common Stock -------------------------------------
PURCHASE AND SALE OF THE. SHARES 1
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. Common Stock
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. SHARES 6 2.1 Purchase and Sale of the Shares. 6 2.2 Adjustments to Purchase Price. 7
PURCHASE AND SALE OF THE. PURCHASED PROPERTY 5 SECTION 2.1 SALE OF BUSINESS. 5 SECTION 2.2 PURCHASED PROPERTY. 5 SECTION 2.3 EXCLUDED PROPERTY 7 SECTION 2.4 TITLE TO REAL PROPERTY AND SURVEY. 8 SECTION 2.5 ASSUMED LIABILITIES. 11 SECTION 2.6 EXCLUDED LIABILITIES. 11 ARTICLE 3 PURCHASE PRICE; PAYMENT OF PURCHASE PRICE; ALLOCATION 11 SECTION 3.1 PURCHASE PRICE AND DEPOSIT. 11 SECTION 3.2 PAYMENT OF PURCHASE PRICE. 12 SECTION 3.3 PRORATIONS. 13 ARTICLE 4 CERTAIN OTHER COVENANTS AND AGREEMENTS 14 SECTION 4.1 INSPECTION AND DUE DILIGENCE. 14 SECTION 4.2 CONDUCT OF BUSINESS PRIOR TO THE CLOSING DATE. 17 SECTION 4.3 NOTIFICATION OF CERTAIN MATTERS. 18 SECTION 4.4 EMPLOYEES. 18 SECTION 4.5 CONFIDENTIALITY. 19 SECTION 4.6 EXPENSES AND TAXES. 20 SECTION 4.7 WAIVER OF BULK SALES AND INDEMNIFICATION. 21 SECTION 4.8 EXCLUSIVITY. 21 SECTION 4.9 CONSENTS; COOPERATION. 21 SECTION 4.10 FURTHER ASSURANCES. 22 SECTION 4.11 NON-SOLICITATION OF EMPLOYEES. 22 SECTION 4.12 DELIVERY OF SCHEDULES. 22 ARTICLE 5 CLOSING 23
PURCHASE AND SALE OF THE. Purchased Assets). Section 1.2 of the Agreement is hereby amended to add the following at the end thereof:
PURCHASE AND SALE OF THE. CLAIROL SHARES, THE INTERNATIONAL SHARES AND THE ACQUIRED ASSETS. (a) On the terms and subject to the conditions set forth in this Agreement, (i) Seller will sell, transfer and deliver to Buyer, and Buyer will purchase from Seller, the Clairol Shares, (ii) Seller will cause the International Stock Selling Entities to sell, transfer and deliver to Buyer or its designated Buyer Subsidiaries, and Buyer will purchase or cause such Buyer Subsidiaries to purchase from the International Stock Selling Entities, the International Shares, (iii) Seller will, and will cause the U.S. Assxx 00 Xelling Entities to, sell, convey, transfer, assign and deliver to Buyer or its designated Buyer Subsidiaries, and Buyer will purchase or cause such Buyer Subsidiaries to purchase from Seller and the U.S. Asset Selling Entities, the U.S. Acquired Assets and (iv) Seller will, and will cause the International Asset Selling Entities to, sell, convey, transfer, assign and deliver to Buyer or its designated Buyer Subsidiaries, and Buyer will purchase or cause such Buyer Subsidiaries, to purchase from the International Asset Selling Entities, the International Acquired Assets, for (A) an aggregate purchase price equal to $4.95 billion (the "PURCHASE PRICE") together with, if the Closing shall occur after the Six Month Anniversary, interest on the Purchase Price accrued from the Six Month Anniversary to the Closing Date at the Prime Rate, payable and subject to adjustment as set forth in Article II, and (B) the assumption of the Assumed Liabilities. The purchase and sale of the Clairol Shares, the International Shares, the U.S. Acquired Assets and the International Acquired Assets and the assumption of the Assumed Liabilities is referred to in this Agreement, collectively, as the "TRANSACTION".