PURCHASE AND SALE OF THE. Common Stock -------------------------------------
PURCHASE AND SALE OF THE. SHARES 1
PURCHASE AND SALE OF THE. ALL OF THE PURCHASED SHARES ----------------------------------------------------
PURCHASE AND SALE OF THE. SHARES 1 1.1. Purchase and Sale of Shares 1 1.2. Purchase Price 1 1.3. Closing 1 ARTICLE II CONSIDERATION AND MANNER OF PAYMENT 2 2.1. Payments at Closing 2 2.2. Earn-Out 2 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY 7 3.1. Organization and Qualification 8 3.2. Authorization; Enforceability 8 3.3. Organizational Documents 8 3.4. Capitalization 8 3.5. Subsidiaries 9 3.6. No Violation 10 3.7. No Governmental Consents 10 3.8. Financial Statements 10 3.9. Absence of Undisclosed Liabilities 11 3.10. Absence of Certain Changes 11 3.11. Taxes 13 3.12. Material Contracts 13 3.13. Real Property 15 3.14. Intellectual Property 18 3.15. Insurance Policies 19 3.16. Litigation 19 3.17. Compliance with Applicable Laws 20 3.18. Regulatory Compliance 20 3.19. Environmental Compliance and Conditions 20 3.20. Employee Benefit Plans; Employees 22 3.21. Labor Matters 23 3.22. Affiliate Transactions 24 3.23. Books and Records 24 3.24. Brokers 24 3.25. Powers of Attorney 24 3.26. Product Warranty 24 3.27. Product Liability 25 3.28. Customers and Suppliers 25 3.29. Indebtedness 25 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SELLER 25 4.1. Authorization; Enforceability 26 Page 4.2. Title to Shares 26 4.3. Litigation 26 4.4. No Violation 26 4.5. Foreign Person 26 4.6. Investment 26 4.7. Brokers 27
PURCHASE AND SALE OF THE. ACQUIRED INTERESTS 1
PURCHASE AND SALE OF THE. TG Business. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing (as defined in Section 2.1) the Company shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from the Company, all of the Company's right, title and interest, as of the Closing, to and in the Included Assets (as defined in Section 1.3).
PURCHASE AND SALE OF THE. Common Stock. Subject to the terms and conditions hereof, the Company hereby issues and sells to the Investors, and each Investors hereby purchases from the Company, the number of Shares set for opposite such Investor's name in Schedule 1, for a purchase price of $1.57 per share, resulting in an aggregate purchase price for all Shares sold pursuant to the terms hereof of $8,824,355.87.
PURCHASE AND SALE OF THE. SHARES 6 2.1 Purchase and Sale of the Shares. 6 2.2 Adjustments to Purchase Price. 7
PURCHASE AND SALE OF THE. ACQUIRED ASSETS 1 1.1. Transfer of Acquired Assets 1 1.2. Excluded Assets 3 1.3. Assumption of Liabilities 5 1.4. Excluded Liabilities 6 1.5. Non-Assignment of Assigned Contracts 6 ARTICLE 2 CONSIDERATION 6 2.1. Consideration 6 2.2. Deposit 7 2.3. Minimum Consideration 7 ARTICLE 3 CLOSING AND DELIVERIES 7 3.1. Closing 7 3.2. Sellers’ Deliveries 7 3.3. Buyer’s Deliveries 8
