Purchase and Sale of Shares and Assets. 1.1 Granting rights
Purchase and Sale of Shares and Assets. (a) The Buyer and the Shareholders hereby severally agree that concurrently herewith, upon the terms hereof, each of the Shareholders shall sell, transfer and deliver to the Buyer, and the Buyer shall purchase from each of the Shareholders, all the Shares owned by such Shareholder free and clear of all Share Encumbrances, and each of the Shareholders shall sell, transfer and deliver to the Buyer, and the Buyer shall purchase from each of the Shareholders, all the Assets owned by such Shareholder free and clear of all Encumbrances. The aggregate “Purchase Price” shall be equal to (A) Twenty-Five Million Dollars ($25,000,000), (B) minus the Closing Date Debt, (C) minus the amount of any Company Transaction Expenses that have not been paid prior to the determination of the Closing Date Cash Balance and (D) minus the Employee Payment. The Purchase Price shall be subject to further adjustment at and following the Closing as set forth herein. The Cash Purchase Price shall be allocated amongst the Shareholders in accordance with their Pro Rata Portions. The Purchaser shall have no obligation to consummate the Subject Transactions unless all of the Shares and Assets to be sold by the Shareholders are transferred and delivered to the Buyer on the Closing Date free and clear of all Share Encumbrances and Encumbrances, respectively.
Purchase and Sale of Shares and Assets. Subject to the terms and conditions of this Agreement, at the Closing (as defined below), the Sellers shall sell, assign, transfer, convey and deliver to Purchaser, and Purchaser shall purchase and accept from the Sellers, all of the Sellers’ right, title and interest in and to all of the assets, used or held for use by the Sellers primarily in the Business as it is currently operated (other than the Excluded Assets), as the same may exist as of the Closing (collectively, the “Purchased Assets”), including all of the Sellers’ right, title and interest in the following:
Purchase and Sale of Shares and Assets. At the Closing (defined in Section 1.8), the Seller Parties shall sell, convey, transfer and assign to Purchaser, all of their respective right, title and interest, of every kind and nature, in and to all properties, assets, rights and interests, and wherever located and by whomever possessed, owned by such party as of the Closing related to, arising from or used in connection with, the assets set forth on Schedule 1.1 (the “Assets”), including but not limited to:
Purchase and Sale of Shares and Assets. ..13 Section 2.1. Purchase and Sale of Shares and Assets............................13
Purchase and Sale of Shares and Assets. (a) Basic Transaction. Subject to the terms and conditions of this Agreement:
Purchase and Sale of Shares and Assets. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller agrees to sell, convey, transfer, assign and deliver to Buyer and the Buying Subsidiaries, and to cause the Selling Subsidiaries to sell, convey, transfer, assign and deliver to Buyer and the Buying Subsidiaries, and Buyer agrees to purchase, or cause the applicable Buying Subsidiary to purchase, as the case may be, from Seller and the Selling Subsidiaries, free and clear of all Encumbrances other than, in the case of the Transferred Assets, the Permitted Encumbrances, (i) the Shares and (ii) the following assets and properties of the Asset Sale Subsidiaries existing as of the Closing Date (the “Transferred Assets”):
Purchase and Sale of Shares and Assets. 2.01 Shares and Assets to be Purchased;
Purchase and Sale of Shares and Assets. (a) Subject to the terms of this Agreement and in reliance on the covenants, representations and warranties contained herein, Seller hereby sells, conveys, transfers, assigns and delivers (with full title guaranty according to the laws of England and Wales) to Buyer, and Buyer hereby purchases and acquires from Seller, the Shares, free and clear of all Liens.
Purchase and Sale of Shares and Assets. Section 2.01. Purchase and Sale of Shares and Transferred Assets; Exclusion of Excluded Assets 13 Section 2.02. Assumption of Assumed Liabilities; Retention of Retained Liabilities 16 Section 2.03. Purchase Price; Allocation of Purchase Price 17 Section 2.04. Purchase Price Adjustment 18 Section 2.05. Closing 20 Section 2.06. Closing Deliveries by Seller 20 Section 2.07. Closing Deliveries by Purchaser 20 Section 2.08. Accounting 21 Section 2.09. Nonassignable Assets 21 ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER Section 3.01. Organization and Good Standing 22 Section 3.02. Authority 23 Section 3.03. No Conflict; Consents and Approvals 23 Section 3.04. Capitalization; Title to Shares; Equity Interests 24 Section 3.05. Financial Information 24 Section 3.06. Absence of Certain Changes or Events 25 Section 3.07. Absence of Litigation 25 Section 3.08. Compliance with Laws 25 Section 3.09. Ownership of the Assets 26 Section 3.10. Real Property 26 Section 3.11. Employee Matters 26 Section 3.12. Environmental Matters 27 TABLE OF CONTENTS (continued) Page Section 3.13. Contracts 28 Section 3.14. Brokers 29 Section 3.15. Intellectual Property 29 Section 3.16. Taxes 30 Section 3.17. Employee Benefit Matters 32 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PURCHASER Section 4.01. Organization and Good Standing 33 Section 4.02. Authority 33 Section 4.03. No Conflict; Consents and Approvals 33 Section 4.04. Absence of Litigation 34 Section 4.05. Exclusivity of Representations and Warranties. 34 Section 4.06. Financial Ability 35 Section 4.07. Brokers 35 ARTICLE V COVENANTS Section 5.01. Conduct of Business Prior to the Closing 35 Section 5.02. Access to Information; Advice of Changes 37 Section 5.03. Confidentiality; Publicity 38 Section 5.04. Efforts and Actions to Cause the Closing to Occur 39 Section 5.05. Bulk Sales 41 Section 5.06. Insurance 41 Section 5.07. Certain Services and Benefits Provided by Affiliates 41 Section 5.08. Further Action 41 Section 5.09. Ancillary Agreements; ATLAS Sublicense 42 Section 5.10. Maintenance of Books and Records 42 Section 5.11. Deletion of Non-Transferred Software 43 Section 5.12. Use of Seller’s Trademarks and Logos 43 Section 5.13. Seller Guarantees and Other Credit Support of the Business 44 Section 5.14. Release of Outgoing Directors and Officers 44 Section 5.15. Retained Litigation 44 TABLE OF CONTENTS (continued) Page Section 5.16. Non-Solicitation 46 Section 5.17. Noncompetition 46 Section 5.18. UCC Termination Sta...
