The Purchase and Sale Sample Clauses
The Purchase and Sale. On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Purchaser shall purchase, acquire and accept from the Seller, and the Seller shall sell, transfer, assign and deliver to the Purchaser, the Company Interests, free and clear of all Liens (other than Liens created by Parent or Purchaser).
The Purchase and Sale. On the terms and subject to the conditions of this Agreement, at the Closing, Sellers shall sell, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Sellers, all of the Shares.
The Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing described below, the Company will sell and the Purchaser will purchase an aggregate of 130,000 shares (the "Shares") of the Common Stock, $.001 par value per share, of the Company (the "Common Stock") for an aggregate purchase price of $500,000 (the "Purchase Price"). The Purchase Price shall be paid as provided in Section 1.3.
The Purchase and Sale. At the Closing (as defined in Section --------------------- 2) and subject to and upon the terms and conditions of this Agreement, the Shareholder shall sell and deliver to PTC and PTC shall purchase from the Shareholder all of the outstanding shares of common stock, no par value, of the Company (the "Company Common Stock"), free and clear of all Liens (as defined in Section 3.4).
The Purchase and Sale. On and subject to the terms and conditions set forth in this Agreement, at the Stock Purchase Closing, each Principal Stockholder shall sell and transfer to Merger Subsidiary, and Merger Subsidiary shall, and Buyer shall take all actions necessary or advisable to enable and cause Merger Subsidiary to, purchase from each Principal Stockholder, all of the Principal Stockholder Shares then held by such Principal Stockholder (the “Stock Purchase”), for a purchase price per Share (the “Per Share Purchase Price”) equal to (a) $65.74, minus (b) the result (rounded to the nearest cent) of (x) the aggregate amount of Company Transaction Expenses, divided by (y) the sum of the number of Shares issued and outstanding immediately prior to the earlier of the Stock Purchase Closing and the Effective Time plus the number of Shares issuable upon the exercise of Company Stock Options and Warrants outstanding immediately prior to the earlier of the Stock Purchase Closing and the Effective Time. For purposes hereof, “Company Transaction Expenses” means all out-of-pocket costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors (including any fees payable to UBS) and accountants, incurred by the Company on or prior to the Merger Closing Date in respect of the transactions contemplated hereby (excluding (i) all costs and expenses incurred by the Company in connection with the Financing and (ii) all costs and expenses incurred by the Company in connection with the preparation of any information and/or materials to be distributed after the Effective Time to the former holders of Shares in accordance with Section 253 of the DGCL), as estimated in good faith by the chief financial officer of the Company on the third day immediately preceding the earlier of the Stock Purchase Closing Date and the Merger Closing Date (the “Determination Date”) based on the latest information then available, which estimate of Company Transaction Expenses (together with a copy of the information used to formulate such estimate) shall be provided to Buyer on the Determination Date.
The Purchase and Sale. Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date, South Oil shall sell to Maverick, and Maverick shall purchase from South Oil, one hundred percent (100%) of the Class A Interests owned by South Oil, in consideration for which Maverick shall assume all of the liabilities and obligations of South Oil as the sole Class A member (the "Transaction").
The Purchase and Sale. Section 1.1 The Purchase and Sale. Upon the terms and subject to the conditions hereof, at the Closing (as defined in Section 1.3), the Reckman Group shall purchase from PCB, and PCB hereby agrees to sell, transfer and convey unto the Reckman Group, all of its right, title and interest in and to the Columbia Stock. Section 1.2 Payment of Purchase Price. (a) At the Closing, the Reckman Group shall pay, against receipt of the shares of Columbia Stock to be purchased from PCB, as full, fair and final consideration (which shall individually and collectively represent the "Purchase Price" therefor) $41.53 per share of Columbia Stock in immediately available funds. (b) At the Closing, the Bank will provide financing to the Reckman Group in the form of a secured, open-end line of credit in the amount of $3.6 million for (i) the aggregate Purchase Price, (ii) the purchase of additional common shares of Columbia, and (iii) working capital (the "Line of Credit"). The terms of the Line of Credit are as set forth in Appendix A to this Agreement. (c) The Purchase Price set forth above shall be subject to appropriate adjustments in the event that, subsequent to the date of this Agreement but prior to the Closing Date, the Columbia Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities through any reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other like changes in Columbia's capitalization. Section 1.3 The Closing. The closing of the transactions contemplated by this Agreement (the "Closing") and all actions specified in this Agreement to occur at the Closing shall take place at the offices of Peoples Community Bank, 6100 West Chester Road, West Chester, Ohio 45071 at 10:00 a.m., local time, no later than the fifth Business Day following the day on which the last of the conditions set forth in Article 5 shall have been fulfilled or waived (if permissible) or at such other time and place as PCB and the Stockholders shall agree (the "Closing Date"). For purposes of this Agreement, a "Business Day" is any day other than a Saturday, Sunday or Federal holiday. Section 1.4 No Further Ownership Rights in Columbia Stock. The Purchase Price issued and/or paid upon the surrender of Certificates in accordance with the terms hereof shall be deemed to have been paid and/or issued in full satisfaction of all rights pertaining to the shares of Columbia Stock a...
The Purchase and Sale. Subject to the terms and conditions of this Agreement, at the Effective Time (as hereinafter defined), the Stockholders agree to sell, convey, transfer and deliver to Industrialex at the Closing, and Industrialex agrees to purchase from Stockholders at the Closing, effective as of the Effective Date, all of the Seller Shares free and clear of any and all liens, security interests, claims, charges, encumbrances and rights of others whatsoever.
The Purchase and Sale. 1.1 THE PURCHASE AND SALE. Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date:
The Purchase and Sale. At the Closing (as defined in Section 1.2 below) and subject to and upon the terms and conditions of this Agreement, Shareholder agrees to sell and deliver to Buyer, and Buyer agrees to purchase from Shareholder, all of the outstanding shares of the Company's capital stock (the "Shares") free and clear of all liens, claims and encumbrances. I.2 The Closing. Unless this Agreement is earlier terminated pursuant to Section 8.1, the closing of the Acquisition (the "Closing") will take place as promptly as practicable, but no later than five (5) business days, following satisfaction or waiver of the conditions set forth in Article VI hereof, at the offices of Olson & Hoggan, P.C., 88 West Center, Logan, Utah, unless another place or time is mutually agreed to in writing by Buyer and the Company. The date upon which the Closing actually occurs is herein referred to as the "Closing Date". I.3 Purchase Price and Payment. The aggregate purchase price to be paid by Buyer to Shareholder for the Shares) will be, subject to adjustment as set forth in Section 1.4 below, two million six hundred thirty one thousand two hundred seventeen dollars and fifty six cents ($2,631,217.56), which number represents two million six hundred thirty- seven thousand dollars ($2,637,000) (the "Aggregate Maximum Consideration") less any and all payment obligations of the Company (including all principal and interest payments) arising under, relating to or otherwise in connection with (x) that certain Promissory Note dated June 30, 1995 in the aggregate principal amount of $425,000, together with interest accruing at the rate of 7.0% per annum, payable by the Company to Ezra C. Lundahl, Inc. (the "ECL Note"), (y) any bank debt currently outstanding and payable by the Company (the "Bank Debt") and (z) under the ECL Consulting Agreement (defined in Section 6.3(l) below) (the Aggregate Maximum Consideration, less any payment obligations of the Company under the ECL Note, the Bank Debt and the ECL Consulting Agreement, shall be hereinafter referred to as the "Purchase Price"). I.4 Purchase Price Adjustment. The Purchase Price will be subject to adjustment as follows: