Sale and Purchase of Capital Stock Sample Clauses

Sale and Purchase of Capital Stock. On the "Closing Date" (as defined herein), Seller shall sell, transfer, convey and deliver to Purchaser, and Purchaser shall purchase and accept delivery of, 100 shares of common stock of the Company, par value $1.00 per share (collectively, the "Shares"), which Shares constitute all of the issued and outstanding shares of capital stock of the Company, for a purchase price determined as provided in Section 1.2 hereof.
Sample 1Sample 2
AutoNDA by SimpleDocs
Sale and Purchase of Capital Stock. Subject to the terms and conditions of this Agreement, at the Closing Purchaser shall purchase from Sellers, and Sellers shall sell and transfer to Purchaser, all of the issued and outstanding capital stock of the Company and the Target Subsidiaries (the “Target Shares”), free and clear of all Encumbrances and other restrictions on transfer.
Sample 1Sample 2
Sale and Purchase of Capital Stock. Upon the terms and subject to the conditions set forth in this Agreement, the Seller agrees to sell, assign, transfer and deliver to Acquisition Corp. and Acquisition Corp. agrees to purchase from the Seller, on the Closing Date (as hereinafter defined) ninety percent (90%) of the issued and outstanding shares of JDI (JDI "Stock").
Sample 1
Sale and Purchase of Capital Stock. At the Closing, the Company shall sell, assign, transfer and deliver the Biofuels Capital Stock to Purchaser, and Purchaser shall purchase the Biofuels Capital Stock, free and clear of any and all Encumbrances, from the Company.
Sample 1
Sale and Purchase of Capital Stock. Subject to the terms and conditions of this Agreement, Seller agrees to sell to GeoBio, and GeoBio agrees to purchase from Seller, one hundred percent (100%) of the total issued and outstanding capital stock of Axxxxx as well as all securities convertible into capital stock and all capital stock equivalents as of the Effective Date, which are held by Seller in such amounts as set forth in Schedule 1.01 (hereinafter collectively referred to as the “Capital Stock”), and which total amount of Capital Stock shall not change between the Effective Date and the Closing Date (defined below). Purchaser hereby agrees that this transaction is a purchase and sale of Capital Stock and Purchaser will not elect to treat this transaction as an asset sale under Internal Revenue Code Section 338(h) (10). Purchaser hereby indemnifies Seller from all adverse tax consequences from Purchaser’s breach of this covenant, whether intentional or inadvertent. In exchange for the Capital Stock of Axxxxx, GeoBio shall provide the below described consideration:
Sample 1
Sale and Purchase of Capital Stock. CON and PPTI hereby agree to sell, transfer, assign, convey and deliver to Buyer all of the issued and outstanding shares of capital stock of Newmark (the "Newmark Stock"), free and clear of all liens, claims and encumbrances, and Buyer hereby agrees to purchase and acquire the Newmark Stock from PPTI or CON, as applicable. PLG hereby agrees to sell, transfer, sign, convey and deliver to Buyer all of the issued and outstanding shares of the capital stock of PLUSA (the "PLUSA Stock"), free and clear of all liens, claims and encumbrances, and Buyer hereby agrees to purchase and acquire the PLUSA Stock from PLG. For purposes of this Agreement, the Newmark Stock and the PLUSA Stock are sometimes referred to collectively as the "Capital Stock".
Sample 1
Sale and Purchase of Capital Stock. Subject to the terms and conditions of this Agreement, Seller agrees to sell to GeoBio, and GeoBio agrees to purchase from Seller, one hundred percent (100%) of the total issued and outstanding capital stock of Xxxxx Construction, Inc., as well as all securities convertible into capital stock and all capital stock equivalents of Xxxxx Construction & Sons, Inc. as of the Effective Date, which are held by Seller in such amounts as set forth in Schedule 1.01 (herein collectively referred to as the "Capital Stock"), and which total amount of Capital Stock shall not change between the Effective Date and tile Closing Date (defined below). Purchaser hereby agrees that this transaction is a purchase and sale of Capital Stock and Purchaser will not elect to treat this transaction as an asset sale under Internal Revenue Code Section 338(h)(IQ). Purchaser hereby indemnifies Seller from all adverse tax consequences from Purchaser's breach of this covenant, whether intentional or inadvertent.
Sample 1
AutoNDA by SimpleDocs
Sale and Purchase of Capital Stock 
Sample 1Sample 2Sample 3See All (9)

Related to Sale and Purchase of Capital Stock

  • Conversion of Capital Stock At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holders of any shares of capital stock of the Company, Parent or Merger Sub:

  • Valid Issuance of Capital Stock The total number of shares of all classes of capital stock which the Company has authority to issue is 100,000,000 shares of Common Stock and 1,000,000 shares of preferred stock, $0.0001 par value per share (“Preferred Stock”). As of the date hereof, the Company has issued and outstanding 5,750,000 shares of Common Stock (of which up to 750,000 shares are subject to forfeiture as described in the Registration Statement) and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.

  • Issuance of Capital Stock Except for (a) any transaction pursuant to an Unsolicited Proposal that Maker accepts in accordance with the fiduciary exception provided in Section 3.2 of the Recapitalization Agreement or (b) shares of capital stock issuable upon exercise or conversion of warrants or convertible securities outstanding prior to February 1, 2004, Maker shall not without Holder's prior written approval: (i) issue any shares of capital stock or other securities, or any instruments exercisable for or convertible into capital stock or other securities, or (ii) make any promises, commitments, undertakings, agreements or letters of intent for any of the issuances described in (i) hereof.

  • Description of Capital Stock The authorized capital stock of the Company conforms as to legal matters to the description thereof contained in the Prospectus.

  • Sale and Purchase of Equity Interest 1.1 授予权利 Option Granted 鉴于甲方向乙方支付了人民币10元作为对价，且乙方确认收到并认为该对价足够，乙方在此不可撤销地授予甲方在中国法律允许的前提下，按照甲方自行决定的行使步骤，并按照本合同第1.3条所述的价格，随时一次或多次从乙方购买或指定一人或多人（“被指定人”）从乙方购买其现在和将来所持有的丙方的全部和/或部分股权（无论乙方出资额或持股比例将来是否发生变化）的一项不可撤销的专有权（“股权购买权”）。除甲方和被指定人外，任何第三人均不得享有乙方股权的购买权或其他与乙方股权有关的权利。丙方特此同意乙方向甲方授予股权购买权。本款及本合同所规定的“人”指个人、公司、合营企业、合伙、企业、信托或任何其他经济组织。 In consideration of the payment of RMB10.00 by Party A, the receipt and adequacy of which is hereby acknowledged by Party B, Party B hereby irrevocably grants Party A an irrevocable and exclusive right to purchase, or designate one or more persons (each, a “Designee”) to purchase the equity interests in Party C now or then held by Party B (regardless whether Party B’s capital contribution and/or percentage of shareholding is changed or not in the future) once or at multiple times at any time in part or in whole at Party A's sole and absolute discretion to the extent permitted by Chinese laws and at the price described in Section 1.3 herein (such right being the “Equity Interest Purchase Option”). Except for Party A and the Designee(s), no other person shall be entitled to the Equity Interest Purchase Option or other rights with respect to the equity interests of Party B. Party C hereby agrees to the grant by Party B of the Equity Interest Purchase Option to Party A. The term “person” as used herein shall refer to individuals, corporations, partnerships, partners, enterprises, trusts or any other type of economic entity.

  • Restriction on Sale of Capital Stock During the Commitment Period, the Company shall not issue or sell (i) any Common Stock or Preferred Stock without consideration or for a consideration per share less than the bid price of the Common Stock determined immediately prior to its issuance, (ii) issue or sell any Preferred Stock warrant, option, right, contract, call, or other security or instrument granting the holder thereof the right to acquire Common Stock without consideration or for a consideration per share less than such Common Stock's Bid Price determined immediately prior to its issuance, or (iii) file any registration statement on Form S-8.

  • Restriction on Sales of Capital Stock The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not, for a period of 180 days after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18.1 shall not apply to (i) the shares of Common Stock to be sold hereunder, (ii) the issuance by the Company of shares of Common Stock upon the exercise of a stock option or warrant or the conversion of a security outstanding on the date hereof, of which the Representative has been advised in writing or (iii) the issuance by the Company of stock options or shares of capital stock of the Company under any equity compensation plan of the Company. Notwithstanding the foregoing, if (i) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this Section 3.18.1 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of such material news or material event, as applicable, unless the Representative waives, in writing, such extension; provided, however, that this extension of the Lock-Up Period shall not apply to the extent that FINRA has amended or repealed NASD Rule 2711(f)(4), or has otherwise provided written interpretive guidance regarding such rule, in each case, so as to eliminate the prohibition of any broker, dealer, or member of a national securities association from publishing or distributing any research report, with respect to the securities of an Emerging Growth Company prior to or after the expiration of any agreement between the broker, dealer, or member of a national securities association and the Emerging Growth Company or its shareholders that restricts or prohibits the sale of securities held by the Emerging Growth Company or its shareholders after the initial public offering date.

  • Sale and Purchase of Shares Upon the terms and subject to the conditions contained herein, on the Closing Date the Seller shall sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser shall purchase from the Seller, all of the Shares.

  • Limitation on Issuance of Capital Stock (a) With respect to Holdings, issue any Equity Interest that is not Qualified Capital Stock.

  • Ownership of Capital Stock The Shareholder is the beneficial owner of record and beneficially of all of the shares of capital stock of the Company, all of which shares are free and clear of all rights, claims, liens and encumbrances, and have not been sold, pledged, assigned or otherwise transferred except pursuant to this Agreement.

Time is Money Join Law Insider Premium to draft better contracts faster.