STOCK AND ASSETS BEING PURCHASED Sample Clauses

STOCK AND ASSETS BEING PURCHASED. 1 (a) REAL PROPERTY, BUILDINGS AND IMPROVEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . 2 (b) LEASES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 (c) OTHER TANGIBLE ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 (d) INVENTORY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 (e)
Sample 1
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STOCK AND ASSETS BEING PURCHASED. On the terms and subject to the conditions set forth in this Agreement, at the closing described in Article 3 of this Agreement (the "Closing"), and taking place simultaneously with the execution and delivery of this Agreement, VMI is purchasing from Quanex, and Quanex is selling, assigning, transferring, conveying and delivering to VMI, the MST Stock, free and clear of all liens, claims, security interests, pledges, attachments, proxies, voting arrangements, collateral security agreements, claims, charges, mortgages, restrictions on transfer and other encumbrances (collectively, "Encumbrances"), and all of Quanex's right, title and interest to the following assets, subject to the provisions of Section 0.1.2 of this Agreement, free and clear of any Encumbrances (other than those Encumbrances described in SCHEDULE 1.1 to the disclosure schedule that is being delivered to VMI
Sample 1

Related to STOCK AND ASSETS BEING PURCHASED

  • Closing Purchase Price Buyer shall have delivered the Closing Purchase Price in accordance with Section 2.5. ARTICLE VII

  • Cash Purchase Price The term "Cash Purchase Price" shall have the meaning set forth in Section 2.3(a).

  • Post-Closing Purchase Price Adjustment (a) As soon as practicable, but no later than forty-five (45) calendar days after the Closing Date, Buyer shall cause to be prepared and delivered to Griffon a single statement (the “Closing Statement”) setting forth Buyer’s calculation of (i) the Net Working Capital, (ii) based on such Net Working Capital amount, the Net Working Capital Adjustment, (iii) the Closing Date Funded Indebtedness, (iv) the Closing Date Cash, (v) the Transaction Related Expenses and the components thereof in reasonable detail. Buyer’s calculation of the Net Working Capital, the Net Working Capital Adjustment, the Closing Date Funded Indebtedness, the Closing Date Cash and the Transaction Related Expenses set forth in the Closing Statement shall be prepared and calculated in good faith, and in the manner and on a basis consistent with the terms of this Agreement and the Accounting Principles (in the case of Net Working Capital) and the definitions thereof, and in the case of Net Working Capital shall also be in the same form and include the same line items as the Estimated Net Working Capital calculation, and shall otherwise (x) not include any changes in assets or liabilities as a result of purchase accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated hereby, (y) be based on facts and circumstances as they exist as of the Closing and (z) exclude the effect of any decision or event occurring on or after the Closing. In furtherance of the foregoing, Buyer acknowledges and agrees that the Accounting Principles are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies. If the Closing Statement is not so timely delivered by Buyer for any reason, then the Estimated Closing Statement shall be considered for all purposes of this Agreement as the Closing Statement, from which the Seller will have all of its rights under this Section 2.7 with respect thereto, including the right to dispute the calculations set forth in the Estimated Closing Statement in accordance with the procedures set forth in Section 2.7(b) and Section 2.7(c) mutatis mutandis.

  • Closing Consideration The closing consideration shall be delivered at the Closing as follows:

  • Purchaser Common Stock Each share of common stock, par value $0.001 per share, of the Purchaser (the “Purchaser Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

  • Assets to be Purchased (a) Subject to the conditions specified in this Agreement, at the Closing (as defined herein), Seller shall sell, assign and transfer to Purchaser, and Purchaser shall buy from Seller, the following property, assets and rights (collectively, the "Purchased Assets"): ----------------

  • Aggregate Purchase Price The aggregate purchase price for the Notes (the “Aggregate Purchase Price”) shall equal the result of (x) divided by (y), where (x) equals the Aggregate Principal Amount and (y) equals 1.25. Each date upon which a Closing occurs is a “Closing Date”.

  • Equity Interest Purchase Price The purchase price of the Optioned Interests (the “Base Price”) shall be XXX 00. If PRC law requires a minimum price higher than the Base Price when Party A exercises the Equity Interest Purchase Option, the minimum price regulated by PRC law shall be the purchase price (collectively, the “Equity Interest Purchase Price”).

  • Receivables Purchase Price On the Closing Date, the Purchaser shall deliver to the Seller the Receivables Purchase Price, as provided in Section 2.1(b).

  • Stock Consideration 3 subsidiary...................................................................53

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