PURCHASE AND SALE OF PREFERRED INTERESTS Sample Clauses

PURCHASE AND SALE OF PREFERRED INTERESTS. 2 SECTION 1.1 ISSUANCE AND PURCHASE OF PREFERRED INTERESTS 2 SECTION 1.2 PAYMENT FOR PREFERRED INTERESTS 2 ARTICLE II PURCHASE AND SALE OF SELLERS’ INTERESTS 2 SECTION 2.1 SALE OF INTERESTS 2 SECTION 2.2 PURCHASE PRICE AND PAYMENTS FOR THE INTERESTS 3 SECTION 2.3 PAYMENTS IN CASH; PAYMENTS TO THE SELLERS 4 SECTION 2.4 WITHHOLDING 4 SECTION 2.5 DETERMINATION OF EBITDA 4 ARTICLE III CLOSINGS 6 SECTION 3.1 INITIAL CLOSING 6 SECTION 3.2 SUBSEQUENT CLOSINGS 6 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY 6 SECTION 4.1 ORGANIZATION AND QUALIFICATION 7 SECTION 4.2 INTERESTS IN OTHER PERSONS 7 SECTION 4.3 CAPITALIZATION 7 SECTION 4.4 FUNDAMENTAL DOCUMENTS; OTHER RECORDS 8 SECTION 4.5 AUTHORIZATION; ABSENCE OF CONFLICTS 8 SECTION 4.6 GOVERNMENTAL APPROVALS 9 SECTION 4.7 FINANCIAL STATEMENTS 9 SECTION 4.8 TAX MATTERS 10 SECTION 4.9 COMPLIANCE WITH LAWS 11 SECTION 4.10 LITIGATION 14 SECTION 4.11 AGREEMENTS 14 SECTION 4.12 REAL ESTATE 16 SECTION 4.13 ACCOUNTS AND NOTES RECEIVABLE 16 SECTION 4.14 INVENTORIES 17 SECTION 4.15 PRODUCT WARRANTIES; RETURNS 17 SECTION 4.16 TANGIBLE PROPERTY 17 SECTION 4.17 INTELLECTUAL PROPERTY 18 SECTION 4.18 TITLE; LIENS 19 SECTION 4.19 LIABILITIES; INDEBTEDNESS 19 SECTION 4.20 LABOR AGREEMENTS 20 SECTION 4.21 DISCRIMINATION AND OCCUPATIONAL SAFETY 20 SECTION 4.22 ENVIRONMENTAL PROTECTION 21 SECTION 4.23 EMPLOYEE BENEFIT PLANS 22 SECTION 4.24 EMPLOYEES; COMPENSATION 24 SECTION 4.25 FOREIGN CORRUPT PRACTICES ACT 24 SECTION 4.26 INSURANCE 25 SECTION 4.27 OPERATIONS OF THE COMPANY 25 SECTION 4.28 POTENTIAL CONFLICTS OF INTEREST 26 SECTION 4.29 BANKS, BROKERS AND PROXIES 27 SECTION 4.30 NO BROKER 27 SECTION 4.31 FULL DISCLOSURE 27 ARTICLE V REPRESENTATIONS AND WARRANTIES OF EACH SELLER 27 SECTION 5.1 TITLE TO INTERESTS 27 SECTION 5.2 AUTHORITY RELATIVE TO THIS AGREEMENT 27 SECTION 5.3 ABSENCE OF CONFLICTS 28 SECTION 5.4 GOVERNMENTAL APPROVALS 28 SECTION 5.5 LITIGATION 28 SECTION 5.6 NO BROKER 28 ARTICLE VI REPRESENTATIONS AND WARRANTIES OF BUYER 28 SECTION 6.1 ORGANIZATION 28 SECTION 6.2 AUTHORITY RELATIVE TO THIS AGREEMENT 28 SECTION 6.3 ABSENCE OF CONFLICTS 29 SECTION 6.4 NO BROKER 29 SECTION 6.5 PURCHASE FOR INVESTMENT 29 SECTION 6.6 GOVERNMENTAL APPROVALS 29 SECTION 6.7 FULL DISCLOSURE 30 ARTICLE VII COVENANTS AND AGREEMENTS 30 SECTION 7.1 PRE-CLOSING CONDUCT OF BUSINESS OF THE COMPANY 30 SECTION 7.2 PAYMENT OF INTERCOMPANY DEBTS 30 SECTION 7.3 REVIEW OF THE COMPANY 30 SECTION 7.4 BEST EFFORTS 30 SECTION 7.5 ADVICE OF CHANGES 31...
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Related to PURCHASE AND SALE OF PREFERRED INTERESTS

  • Purchase and Sale of Preferred Shares Upon the following terms and conditions, CDRD shall issue and sell to each Investor severally, and each Investor severally shall purchase from CDRD, the number of First Closing Shares and up to the number of Second Closing Shares indicated next to such Investor's name on Schedule I attached to this Agreement."

  • Purchase and Sale of Preferred Stock 1.1 Sale and Issuance of Series A Preferred Stock. ---------------------------------------------

  • Purchase and Sale of Preferred Shares and Warrants 1.1.1. On or prior to the Initial Closing, as hereinafter defined, the Company shall adopt and file the Certificate of Designation with the Secretary of State of the State of Delaware and authorize, execute and deliver the Warrant Agreement.

  • Purchase and Sale of Membership Interests Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser shall purchase from Seller, and Seller shall sell, assign, transfer and deliver to Purchaser, the Membership Interests free and clear of any Encumbrances.

  • Purchase and Sale of Interests Upon the terms set forth in this Agreement, at the Closing, Seller shall sell, transfer, convey, assign, and deliver to Buyer, and Buyer shall purchase, acquire and accept from Seller, free and clear of all Encumbrances, except for any Permitted Encumbrance, all right, title and interest of Seller in and to the Interests.

  • Purchase and Sale of Debentures Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, Buyer agrees to purchase, at each Closing, and Company agrees to sell and issue to Buyer, at each Closing, Debentures in the amount of the Purchase Price applicable to each Closing as more specifically set forth below.

  • Purchase and Sale of Notes and Warrants (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase (in the amounts set forth as Exhibit A hereto) from the Company, secured convertible demand promissory notes in the aggregate principal amount of up to Eight Million Dollars ($8,000,000), convertible into shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), in substantially the form attached hereto as Exhibit B (the “Notes”). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), including Regulation D (“Regulation D”), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder.

  • Purchase and Sale of Convertible Debentures 5 2.2 Purchase and Sale; Purchase Price................................5 2.2 Execution and Delivery of Documents; the Closing.................6 2.3 The Post-Closing.................................................7

  • Purchase and Sale of Debentures and Warrants (a) Upon the following terms and conditions, the Company shall issue and sell to each Purchaser, and each Purchaser shall purchase from the Company, that number of Units set forth beside each Purchaser’s name on Exhibit A, for the purchase price of Cdn$1,000 per Unit (the “Unit Price”), for aggregate gross proceeds to the Company of Three Million Dollars (Cdn$3,000,000). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon (i) the exemptions from securities registration requirements of the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "U.S. Securities Act"), including Rule 506 of Regulation D under the U.S. Securities Act ("Regulation D") and/or Section 4(2) of the U.S. Securities Act; and (ii) exemptions from the prospectus filing requirements in Canada and pursuant to exemptions from provincial securities laws.

  • Purchase and Sale of Warrants The purchase and sale of the Warrants shall occur simultaneously with the consummation of the IPO. At least 24 hours prior to the date of the final prospectus in connection with the IPO, the undersigned shall deliver $100,000.00 (the “Purchase Price”) to Continental or such other agent as may be agreed to by the parties hereto (“Agent”) to hold in an account until the Company consummates the IPO. Simultaneously with the consummation of the IPO, Agent shall deposit the Purchase Price, without interest or deduction, into a trust account established by the Company for the benefit of the Company’s public stockholders at JX Xxxxxx Chase Bank, N.A., and maintained by Continental, as trustee. In the event that the IPO is not consummated within fourteen (14) days of the date the Purchase Price is delivered to Agent, Agent shall return the Purchase Price to the Purchaser, with accrued interest.

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