Purchase and Sale of Interests. Upon the terms and subject to the conditions set forth in this Agreement, Seller shall sell, assign, transfer and convey to Buyer, and Buyer shall purchase and acquire from Seller, at the Closing, the Interests. Seller shall transfer the Interests to Buyer by delivery of the Assignment Document at Closing.
Purchase and Sale of Interests. Upon the terms and subject to the conditions set forth in this Agreement and the Transaction Documents, and in reliance on the representations, warranties and covenants contained herein, at the Closing, Seller agrees to sell, assign, convey, transfer and deliver to Buyer, and Buyer agrees to purchase and accept from Seller, all of the Interests, free and clear of any Liens, in exchange for the Transaction Consideration.
Purchase and Sale of Interests. Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date, Sellers shall sell, transfer, assign and convey to Buyer, and Buyer shall purchase and accept from Sellers, all of Sellers’ rights, title and interest in and to the Company Interests, free and clear of all liens, claims and encumbrances of any nature whatsoever (collectively, “Liens”).
Purchase and Sale of Interests. SECTION 2.01 Sale and Issuance of Notes and Warrants........................9 SECTION 2.02 Closing........................................................9 SECTION 2.03 Closing Deliveries by the Company.............................10 SECTION 2.04 Closing Deliveries by the Purchasers..........................10 ARTICLE III REPRESENTATIONS AND WArranties OF THE COMPANY
Purchase and Sale of Interests. Subject to the terms and conditions set forth in this Agreement and in reliance upon NSAC's and Purchaser's representations set forth below, on the Closing Date (as defined below) NSAC shall sell to Purchaser, and Purchaser shall purchase from NSAC, the Interests for (i) $68,850,000 in cash plus an amount equal to 25% of the net proceeds (the "25% Offering Proceeds"), if any, received by Purchaser in the initial underwritten offering conducted pursuant to the terms of that certain Registration Rights Agreement (the "WNP RRA") between Purchaser and certain stockholders of WNP Communications, Inc., dated January 14, 1999 (the "WNP Initial Offering") (the "Monetary Purchase Price") plus (ii) an additional $68,850,000 less the 25% Offering Proceeds, if any, to be payable, at Purchaser's election, either in (A) cash, (B) shares of Purchaser's Class A Common Stock, par value $.02 per share ("Purchaser Common Stock") or (C) any combination of cash and shares of Purchaser Common Stock (the "Remaining Purchase Price"). Such sale and purchase shall be effected on the Closing Date by NSAC executing and delivering to Purchaser an Assignment of Interests in the form attached hereto as Exhibit B against payment or delivery as appropriate, by Purchaser to NSAC of the Monetary Purchase Price and the Remaining Purchase Price. Purchaser shall pay the Monetary Purchase Price and such portion of the Remaining Purchase Price that Purchaser elects to pay in cash by wire transfer of immediately available funds to such account as NSAC shall designate, with such designation to occur not less than three (3) Business Days prior to the Closing Date. Purchaser shall deliver shares of Purchaser Common Stock to NSAC having a value (determined as provided in the next sentence) equal to the balance, if any, of the Remaining Purchase Price not paid in cash. Each share of Purchaser Common Stock so delivered shall be deemed to have a value equal to its Volume-Weighted Average Trading Price (as defined below) for the twenty trading days preceding (but not including) the Closing Date hereunder (with appropriate adjustments for any stock splits, stock dividends or the like that may occur during such period).
Purchase and Sale of Interests. Upon the terms and subject to the conditions of this Agreement, as of the Effective Date (the “Closing Date”), the Purchaser shall purchase the Interest for the Purchase Price (as defined below) (the “Interest Purchase”).
Purchase and Sale of Interests. 6 ARTICLE 3
Purchase and Sale of Interests. 2 Section 1.1. The Purchase and Sale of the Interests 2 Section 1.2. Closing 2 Section 1.3. Closing Deliveries and Actions 2 ARTICLE II PURCHASE PRICE 3 Section 2.1. Purchase Price 3 Section 2.2. Adjustments 4 Section 2.3. Escrow 7 Section 2.4. Withholding 7 Section 2.5. Purchase Price Allocation 7 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE SELLER 8 Section 3.1. Authority; Noncontravention 8 Section 3.2. Governmental Approvals 9 Section 3.3. The Interests 9 Section 3.4. Litigation 9 Section 3.5. Brokers and Other Advisors 9 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY 9 Section 4.1. Organization, Power, Standing and Qualification 10 Section 4.2. Subsidiaries 10 Section 4.3. Capitalization 11 Section 4.4. Authority; Noncontravention; Voting Requirements 11 Section 4.5. Governmental Approvals 12 Section 4.6. Financial Statements and Controls 12 Section 4.7. No Undisclosed Liabilities 12 Section 4.8. Absence of Certain Changes or Events 13 Section 4.9. Legal Proceedings 13 Section 4.10. Compliance With Laws 13 Section 4.11. Taxes 14 Section 4.12. Employee Benefits and Labor Matters 16 Section 4.13. Environmental Matters 18 Section 4.14. Contracts 20 TABLE OF CONTENTS (continued) Page Section 4.15. Title to Properties 22 Section 4.16. Intellectual Property 23 Section 4.17. Insurance 25 Section 4.18. Brokers and Other Advisors 26 Section 4.19. Health Care Regulatory Compliance 26 Section 4.20. Accounts and Notes Receivable and Payable 30 Section 4.21. Related Party Transactions 30 Section 4.22. Banks; Power of Attorney 30 Section 4.23. Customers and Suppliers 30 Section 4.24. Certain Payments 31 Section 4.25. Sales Personnel 31 Section 4.26. Recoupment Proceedings 31 Section 4.27. Capital or Surplus Management 31 Section 4.28. Entire Business; Sufficiency of Assets and Employees 31 ARTICLE V REPRESENTATIONS AND WARRANTIES OF PARENT 32 Section 5.1. Organization, Standing and Corporate Power 32 Section 5.2. Authority; Noncontravention 32 Section 5.3. Governmental Approvals 32 Section 5.4. Brokers and Other Advisors 32 Section 5.5. Litigation 33 Section 5.6. Sufficient Funds 33 Section 5.7. Reliance 33 Section 5.8. Investment 33 Section 5.9. Information 34 ARTICLE VI ADDITIONAL COVENANTS AND AGREEMENTS 34 Section 6.1. Conduct of Business 34 Section 6.2. No Solicitation by the Company; Etc 37 Section 6.3. Commercially Reasonable Efforts 38 Section 6.4. Public Announcements 39 Section 6.5. Access to Information; Confidentiality 39 Section 6.6. Not...
Purchase and Sale of Interests. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, (a) each Seller shall assign, transfer and deliver to the Purchaser all right, title and interest of such Seller in and to the Interests set forth opposite its name on Schedule 1 hereto and (b) the Purchaser shall purchase, acquire and accept from each Seller all right, title and interest of such Seller in and to such Interests set forth opposite such Seller’s name on Schedule 1 hereto, in each case free and clear of any Liens (other than Permitted Liens). Each Seller irrevocably authorizes the Companies to, and the Companies shall, effect the foregoing transfer on the record books of Xxxxx and/or Mill Run, as applicable, on the Closing Date without any further action or authorization from such Seller and without any requirement for such Seller to be present or represented at the Closing and such transfer shall be deemed to occur automatically and concurrently with the closing of the transactions contemplated by the Contribution Agreement.
Purchase and Sale of Interests. (a) Purchaser and Seller hereby agree that, upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser shall purchase, acquire and accept from Seller, and Seller shall sell, transfer, assign and deliver to Purchaser, all of the Interests, free and clear of any Encumbrances.
