Purchase and Sale; Purchase Price. (a) Subject to the terms and conditions set forth herein, the Company shall issue and sell and the Purchaser shall purchase an aggregate principal amount of One Million Dollars ($1,000,000) (the "Purchase Price") of the Debentures, of which Nine Hundred Ninety Nine Thousand Dollars ($999,000) shall be attributable to the Debenture A and One Thousand Dollars ($1,000) shall be attributable to the Debenture B. The Debentures shall have the respective rights, preferences and privileges as set forth in the respective Debentures annexed as Exhibit A-1 and Exhibit A-2.
Purchase and Sale; Purchase Price. Subject to the terms and conditions of this Agreement, the Seller hereby agrees to sell the Shares, together with all dividends, distributions and rights attaching to the Shares on and after the Offer Announcement Date (as defined below), free of all liens, charges and other encumbrances and third party rights whatsoever, to the Purchaser for a purchase price (the “Purchase Price”) consisting of the following combination of cash and securities: (i) SEK 1.191 per Company share and SEK 52,011,983 for all Shares purchased pursuant to this Agreement (the “Initial Cash Component”), (ii) up to SEK 0.540 per Company share and SEK 23,596,107 for all Shares purchased pursuant to this Agreement, subject to and conditional upon the contingencies identified in Appendix 1 (the “Contingent Cash Component”) and (iii) 0.01298 shares of common stock of the Purchaser per Company share and 566,756 shares of such common stock for all Shares purchased pursuant to this Agreement (the “Common Stock Component”, and such shares the “Consideration Shares”).
Purchase and Sale; Purchase Price. At the Closing, and upon the terms and subject to the conditions of this Agreement, (a) the Seller agrees to sell and convey to the Buyer the Properties, and (b) the Buyer agrees to purchase, accept and pay for the Properties and to assume the Assumed Obligations. In consideration for the conveyance of the Properties, the Buyer will pay to the Seller the purchase price of ONE HUNDRED SIXTEEN MILLION ONE HUNDRED THOUSAND DOLLARS ($116,100,000.00) (the “Purchase Price”) in immediately available funds at Closing (pursuant to wire transfer instructions designated in advance by the Seller to the Buyer in writing) for the account of the Seller. Within two (2) Business Days after the execution of this Agreement, the Buyer will remit to Escrow Agent pursuant to the Escrow Agreement an xxxxxxx money deposit equal to seven and a half percent (7.5%) of the unadjusted Purchase Price (together with any interest earned thereon, the “Deposit”), such amount equal to EIGHT MILLION SEVEN HUNDRED SEVEN THOUSAND FIVE HUNDRED DOLLARS ($8,707,500.00). At Closing, the Parties shall cause the Escrow Agent to remit the Deposit to the Seller, and the Deposit will be applied against the Purchase Price and disbursed in accordance with the Escrow Agreement and the provisions of this Agreement. The Purchase Price will be adjusted as set forth below in this Section 2.
Purchase and Sale; Purchase Price. CLOSING 1 Section 2.1 Purchase and Sale 1 Section 2.2 Purchase Price 1 Section 2.3 Closing Estimates; Closing Date Payment; Escrow 2 Section 2.4 Post-Closing Purchase Price Reconciliation 3 Section 2.5 Escrow 5 Section 2.6 Closing; Closing Deliveries 5 Section 2.7 Accounts Receivable 8 Section 2.8 Withholding Rights 9 ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF SELLER 9 Section 3.1 Title to the Purchased Interests 9 Section 3.2 Authorization and Enforceability 10 Section 3.3 Existence and Qualification 10 Section 3.4 No Conflicts 10 Section 3.5 Litigation 10 Section 3.6 Brokers’ Fees 10 Section 3.7 No Bankruptcy 11 Section 3.8 Assets and Operations of the Business 11 ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE SELLER REGARDING THE COMPANY ENTITIES 11 Section 4.1 Existence and Qualification 11 Section 4.2 No Conflicts 12 Section 4.3 Capitalization; Subsidiaries 12 Section 4.4 Litigation 12 Section 4.5 Financial Statements 13 Section 4.6 Absence of Certain Changes 14 Section 4.7 Taxes 14 Section 4.8 Compliance with Laws; Permits 16 Table of Contents TABLE OF CONTENTS (continued) Page Section 4.9 Contracts 17 Section 4.10 Environmental Matters 19 Section 4.11 Intellectual Property 20 Section 4.12 Brokers’ Fees 24 Section 4.13 Real Property 24 Section 4.14 Personal Property 26 Section 4.15 Insurance 26 Section 4.16 Employment Matters 27 Section 4.17 Labor Relations 30 Section 4.18 Employee Benefit Plans 31 Section 4.19 Books and Records; Bank Accounts 33 Section 4.20 No Bankruptcy 34 Section 4.21 Transactions with Interested Persons 34 Section 4.22 Undisclosed Liabilities 34 Section 4.23 Inventory 34 Section 4.24 Accounts Receivable 35 Section 4.25 Certain Payments; FCPA; OFAC; Money Laundering Laws 35 Section 4.26 Significant Suppliers and Customers 36 Section 4.27 Rebates 37 Section 4.28 Product Warranties; Products Liability; Product Recalls 37 Section 4.29 Title to Assets; Sufficiency of Assets 38 ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF PURCHASER 38 Section 5.1 Existence and Qualification 38 Section 5.2 Authorization and Enforceability 38 Section 5.3 No Conflicts 39 Section 5.4 Brokers’ Fees 39 Section 5.5 Litigation 39 Section 5.6 No Bankruptcy 39 Section 5.7 Investment Purpose 39 ARTICLE 6 COVENANTS OF THE PARTIES 40 Table of Contents TABLE OF CONTENTS (continued) Page
Purchase and Sale; Purchase Price. 8 (a) Purchase.................................................................. 8 (b) Form of Payment........................................................... 8 (c) Closing................................................................... 9
Purchase and Sale; Purchase Price. ADJUSTMENTS 1
Purchase and Sale; Purchase Price. (a) Subject to the terms and conditions set forth in this Agreement, Seller shall sell to Purchaser, and Purchaser shall accept from Seller, the Shares in exchange for $1,543 (the “Purchase Price”).
Purchase and Sale; Purchase Price. (a) Subject to the terms and conditions set forth herein, the Target Company shall issue and sell and Seaside shall purchase eleven million (11,000,000) shares of the Target Company's Common Stock (the "Consideration Stock").
Purchase and Sale; Purchase Price. (a) Subject to the terms and conditions set forth herein, the Company shall issue and sell and the Purchasers shall purchase an aggregate principal amount of One Million Dollars ($1,000,000) (the "Purchase Price") of the Debentures. The Debentures shall have the respective rights, preferences and privileges as set forth in the respective Debentures annexed as EXHIBIT A-1, EXHIBIT A-2, EXHIBIT A-3 and EXHIBIT A-4 hereto.
Purchase and Sale; Purchase Price. (a) Subject to the terms and conditions set forth herein, the Company shall issue and sell and the Purchaser shall purchase one (1) share of the Company’s Series A Preferred Stock (the “Shares”). The Series A Preferred Stock shall have the respective rights, preferences and privileges as set forth in the Certificate of Designation to be filed by the Company with the Secretary of State of the State of Delaware on or before the Execution Date.
