PURCHASE AND SALE OF THE COMPANY COMMON SHARES Sample Clauses

PURCHASE AND SALE OF THE COMPANY COMMON SHARES. AND THE LOAN NOTES 14 2.1 Purchase and Sale of the Company Common Shares and the Loan Notes 14 2.2 Net Debt 16 2.3 Lock-Up 16 2.4 Post-Closing Adjustments 16 2.5 Escrows 19 2.6 Payment of Transfer Taxes 19 2.7 No Further Transfers 19 2.8 Fractional Shares 19 ARTICLE III. WARRANTIES OF WARRANTORS 20 3.1 Organization of the Company 20 3.2 Organization of Holdings and Tulip 21 3.3 Capitalization 21 3.4 Authorization 22 3.5 Absence of Certain Changes or Events 23 3.6 Title to Assets; Absence of Liens and Encumbrances 25 3.7 Contracts and Commitments 26 3.8 Permits 28 3.9 No Conflict or Violation 28 3.10 Consents and Approvals 28 3.11 Financial Statements 29 3.12 Books and Records 29 3.13 Litigation 30 3.14 Labor Matters 30 3.15 Compliance with Law 31 3.16 No Brokers 31 3.17 Proprietary Rights 31 3.18 Employee Plans 32 3.19 Tax Matters 34 3.20 Insurance 38 3.21 Major Customers 38 3.22 Compliance with Environmental Matters 39 3.23 Regulatory Matters 39 3.24 No Other Agreements to Sell the Assets or Shares of the Company or any of its Subsidiaries 41 Page
Sample 1
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Related to PURCHASE AND SALE OF THE COMPANY COMMON 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 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 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 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."

  • Issuance and Sale of Common Shares Section 2.01 (a)

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

  • 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 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 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.

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