Stock Purchase Transaction Sample Clauses

Stock Purchase Transaction. The Parties will execute a Stock Purchase Agreement (the “Definitive Agreement”) pursuant to which Group II shall purchase 100% of Manchester Tank’s Common Stock (the “Shares”) from Manchester Tank’s two Shareholders, Xxxxxxxxxxxxx brothers, for the total purchase price described in Section 2 below.
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Stock Purchase Transaction. On the basis of the representations, warranties, covenants and agreements, and subject to the satisfaction or waiver of the conditions set forth herein, each Stockholder shall sell to Buyer, and Buyer shall purchase such Shares from each such Stockholder (the "Stock Purchase Transaction"); provided, that as a result of the consummation of the Stock Purchase Transaction, Buyer shall acquire all of the issued and outstanding capital stock of the Company.
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Stock Purchase Transaction. The Shareholders shall have acquired all outstanding Common Stock, the Merger shall have become affective under Texas corporate laws, and the Greyhound Agreements shall have been executed and delivered and, in the case of the term loan thereunder, funds delivered in the amount therein required. In addition, all indebtedness owed by the Company to Xxxx X. Xxxxxx and Xxxxxx X. Xxxxxx shall have been paid in full and the shares of Common Stock pledged thereunder shall have been returned to the Company to be held as treasury stock.
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Stock Purchase Transaction. The Borrower has furnished to -------------------------- the Agent and each Lender a true and correct copy of the Xxxxx Acquisition Agreement. At the time of the making of the Loans to fund the acquisition contemplated thereby: (a) the transactions contemplated by Xxxxx Acquisition Agreement will have been, or concurrently with the making of the Loans with respect thereto will be, consummated in accordance with the terms of the Xxxxx Acquisition Agreement without material modification or waiver of any such terms; (b) all consents and approvals of, and filings and registrations with and all other actions in respect of, all Persons (including all governmental agencies, authorities or instrumentalities) required in order to consummate the transactions contemplated by Xxxxx Acquisition Agreement will have been obtained, given, filed or taken and shall be in full force and effect, and all required waiting periods will have elapsed, except as provided in Section 9.22; and (c) all actions by the Borrower or any of its Subsidiaries pursuant to or in furtherance of the transactions contemplated by Xxxxx Acquisition Agreement will have been taken in compliance with all requirements of law, except as provided in Section 9.22.
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Stock Purchase Transaction. In accordance with the terms of this Agreement, on the Closing Date, PGRA shall deliver to the Triple C Stockholders the consideration, as provided in Section 2.02, in proportion to their respective share ownership of the Triple C Securities, and the Triple C Stockholders shall deliver to PGRA all of the Triple C Securities.
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Stock Purchase Transaction. In accordance with the terms of this Agreement, on the Closing Date, HTPI shall purchase from Mx. Xxxxxxx and Mx. Xxxxxxx shall sell to HTPI all of CFSI’s Securities.
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Stock Purchase Transaction. In connection with Debtors’ proposed Stock Purchase Transaction, Debtors and Creditor agree as follows:
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Stock Purchase Transaction 
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Related to Stock Purchase Transaction

  • Repurchase Transactions (a) Repo Custodian shall make all credits and debits to the Transaction Account and effect the transfer of Securities to or from the Participating Funds upon proper instructions received from the Participating Funds, or the Custodian on behalf of the Participating Funds, and shall make all credits and debits to the Seller Account and effect the transfer of Securities to or from the Seller upon proper instructions received from Seller. In the event that Repo Custodian receives conflicting proper instructions from Seller and the Participating Funds, or the Custodian on behalf of the Participating Funds, Repo Custodian shall follow the Participating Funds' or the Custodian's proper instructions. The Participating Funds shall give Repo Custodian only such instructions as shall be permitted by the Master Agreement. Notwithstanding the preceding sentence, the Participating Funds, or the Custodian on behalf of the Participating Funds, may from time to time instruct Repo Custodian to transfer cash from the Transaction Account to Custodian.

  • Stock Purchase On the terms and subject to the conditions of this Agreement, the Buyer agrees to purchase from each of the Sellers, and each of the Sellers agrees to sell to the Buyer, the Shares owned by such Seller, free and clear of all Encumbrances, which Shares collectively constitute and shall constitute as of the Closing Date all of the issued and outstanding shares of the capital stock of the Company, for the consideration specified in Section 1.2.

  • Stock Purchase Agreement Each Purchaser understands and agrees that the conversion of the Notes into equity securities of the Company will require such Purchaser’s execution of certain agreements relating to the purchase and sale of such securities as well as any rights relating to such equity securities.

  • Purchase and Closing (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, at a purchase price of $___ per Share (the "Purchase Price"), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule 1 hereto. [Firm Shares shall be registered by [ChaseMellon Shareholder Services, Inc.] in the name of the nominee of the Depository Trust Company ("DTC"), Cede & Co. ("Cede & Co."), and credited to the accounts of such of its participants as the Representatives shall request, upon notice to the Company at least 48 hours prior to the First Closing Date (as defined below)], with any transfer taxes payable in connection with the transfer of the Firm Shares to the Underwriters duly paid, against payment by or on behalf of the Underwriters to the account of the Company of the aggregate Purchase Price therefor by wire transfer in immediately available funds. The Company will make the certificate or certificates for the Firm Shares available for checking and packaging by the Representatives at the offices in New York, New York of the Company's transfer agent or registrar or of the Representatives at least 24 hours prior to the First Closing Date. Delivery or registry of and payment for the Firm Shares shall be made at the offices of Brobxxx Xxxexxx & Xarrxxxx XXX, Two Embarcadero Place, 2200 Xxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx xx 9:30 A.M., New York City time, on [_________, ____], or at such other place, time or date as the Representatives and the Company may agree upon. Such time and date of delivery against payment are herein referred to as the "First Closing Date," and the implementation of all the actions described in this Section 2(a) is herein referred to as the "First Closing."

  • Purchase Closing Section 2.1 Purchase 5 Section 2.2 Closing 5 Section 2.3 Closing Conditions 6

  • Share Purchase Agreement 6- --------------------------------------------------------------------------------

  • Acquisition Transactions The Company shall provide the holder of this Warrant with at least twenty (20) days’ written notice prior to closing thereof of the terms and conditions of any of the following transactions (to the extent the Company has notice thereof): (i) the sale, lease, exchange, conveyance or other disposition of all or substantially all of the Company’s property or business, or (ii) its merger into or consolidation with any other corporation (other than a wholly-owned subsidiary of the Company), or any transaction (including a merger or other reorganization) or series of related transactions, in which more than 50% of the voting power of the Company is disposed of.

  • Purchase and Sale of the Purchased Shares On and subject to the terms and conditions set forth in this agreement, at Closing Seller shall sell to Purchaser, and Purchaser shall purchase from Seller, the Purchased Shares, free and clear of all Liens.

  • Purchase and Sale Agreement The Participating Investors and the selling Key Holder agree that the terms and conditions of any Proposed Key Holder Transfer in accordance with Subsection 2.2 will be memorialized in, and governed by, a written purchase and sale agreement with the Prospective Transferee (the “Purchase and Sale Agreement”) with customary terms and provisions for such a transaction, and the Participating Investors and the selling Key Holder further covenant and agree to enter into such Purchase and Sale Agreement as a condition precedent to any sale or other transfer in accordance with this Subsection 2.2.

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