Sale and Exchange. Debtor shall not, without the written consent of the Secured Party, sell, exchange, contract to sell, lease, encumber or transfer the Collateral, and whether or not such consent has been obtained, the proceeds of such sale, exchange, or transfer shall be applied to the obligations secured by this Security Agreement, or become subject to the security interest of this Security Agreement, provided, however that nothing herein shall be construed to prohibit the sale of Collateral in the ordinary course of the Business; or
Sale and Exchange. 2 Sale of the Notes and Warrants. The Company hereby sells, conveys, transfers and delivers to each Purchaser, severally and not jointly, and each Purchaser, severally and not jointly, hereby purchases and accepts, the Notes and the Warrants, in the amounts set forth on Exhibit A attached hereto, in accordance with the terms hereof.
Sale and Exchange. Subject to the terms and conditions set forth herein, each Member hereby irrevocably and unconditionally agrees to sell, transfer, assign, convey and set over to ANHI, and ANHI hereby irrevocably and unconditionally agrees to purchase, all of such Members' right, title and interest in such Member's Membership Interest; provided, however, that the closing (the "Exchange Closing") of the transfer of such Member's Membership Interest and the issuance and delivery of the proper number of Shares in exchange therefor (together, the "Exchange Transaction") shall only take place simultaneously with the IPO Closing. If the IPO Closing does not occur on or prior to May 31, 1999, this Agreement shall terminate without further liability or obligation of any party hereto.
Sale and Exchange. 2 Sale of the Shares. The Company hereby sells, conveys, transfers and delivers to the Purchaser, and the Purchaser hereby purchases and accepts, the Shares and Warrant, in accordance with the terms hereof. The Warrant shall entitle the Purchaser to purchase the Warrant Shares at an exercise price of $1.00 per share, and shall be substantially in the form of warrant attached hereto as Exhibit A.
Sale and Exchange. (a) The Selling Stakeholders shall sell and transfer to Buyer and Buyer shall purchase from the Selling Stakeholders, the Shares and/or Options held by such Selling Stakeholders and set forth opposite their names on Exhibit A hereto for the consideration set forth on such Exhibit.
Sale and Exchange. (a) At the Closing, the Sellers shall sell and transfer to Buyer and Buyer shall purchase from the Sellers, the Common Shares held by such Sellers and set forth opposite their names on Exhibit A hereto.
Sale and Exchange. 6 3. CONSIDERATION............................................................................................6
Sale and Exchange. 2.1 In accordance with and subject to the provisions of this Agreement, the Vendors as beneficial owners shall sell or procure to be sold the Shares and the Purchaser shall purchase the Shares free from all Encumbrances together with all rights of any nature whatsoever now or after the date of this Agreement attaching or accruing to them in exchange for the issue to the Vendors of the Consideration Shares.
Sale and Exchange. 1.1 On the Closing Date (as hereinafter defined) HPF shall assign, transfer and convey to Company its ownership interest of NSDirect representing eighty-one and one half percent (81.5%) of all outstanding ownership interests in NSDirect. In exchange for its interest in NSDirect, HPF shall receive a payment of Four Hundred Thousand Dollars ($400,000.00). The Company shall make payment to HPF at Closing by wire transfer to HPF's bank account in the amount of Four Hundred Thousand Dollars ($400,000.00).
Sale and Exchange. Subject to the terms and conditions of this Agreement, each investor listed as a “Purchaser” on Schedule 1 (each, a “Purchaser”) shall purchase at the applicable Closing (as defined below) and the Company agrees to sell and issue to each Purchaser at such Closing that number of Series A Preference Shares of the Company (“Series A Preference Shares”) set forth opposite such Purchaser’s name on Schedule 1, in exchange for its Labs 3 Securities. The issuance of Series A Preference Shares upon conversion of a Labs 3 Note shall be contingent upon execution and delivery by the holder thereunder of this Agreement and its Labs 3 Note; provided, however, that its Labs 3 Note shall be deemed converted and of no further force and effect, whether or not such holder delivers its Labs 3 Note for cancellation to the Company.
