Closing. The purchase and sale of the Assets and the consummation of the other transactions contemplated by this Agreement shall be closed (the ?Closing?) as soon as all of the conditions to closing set forth in Sections 7 and 8 can be reasonably satisfied, but in no event beyond February 28, 2005 (the "Closing Date"). If all of the conditions to closing set forth in Sections 7 and 8 below have not been satisfied or waived on or before the Closing Date, then either Buyer or Seller may terminate this Agreement by written notice to the other party, whereupon neither party shall have any obligation to consummate the transactions contemplated herein. The Closing Date may be extended by agreement of the parties. The Closing shall be consummated electronically and telephonically. (a) At the Closing, Seller shall deliver or cause to be delivered to Buyer the following: (i) documents reasonably acceptable to Buyer evidencing that Seller has the necessary corporate authority to enter into this Agreement and consummate the transactions contemplated herein, including without limitation, resolutions or minutes of the meeting of each of the Directors and Shareholders of Seller approving this Agreement; (ii) an original assignment in the form of attached Exhibit ?A? (the ?Assignment?), duly executed by Seller; (iii) an original ▇▇▇▇ of sale in the form of attached Exhibit ?B? (the ?▇▇▇▇ of Sale?), duly executed by Seller; (iv) the original and all copies of the Documents, the Patent Application and the Trademark Application if applicable; (v) the originals and all copies of the Contracts identified on Schedule 1.1(e), shall be attached to the Assignment; and (vi) an executed non-disclosure agreement and assignment of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing Date. (b) At the Closing, Buyer shall deliver or cause to be delivered to Seller irrevocable instructions (the ?Instructions?) to Sequiam?s transfer agent, duly executed on behalf of Sequiam, authorizing and instructing the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to Seller, in accordance with Section 2(d) below. (c) All payments, documents, and instruments to be delivered on the Closing Date pursuant to this Agreement shall be regarded as having been delivered simultaneously, and no document or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived by the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) below. (d) Upon Closing, Buyer shall deliver the Instructions to Sequiam?s transfer agent, and Sequiam?s transfer agent shall issue to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of receipt of the Instructions (the ?Certificate?). The Certificate shall contain the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that from the period beginning on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note in the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005. (e) Upon Closing, Buyer shall be entitled to possession of all Assets, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets. (f) If the undersigned defaults in paying principal sum as set forth above and if such default is not cured within thirty (30) days of the due date for such payments of interest or principal, the entire principal sum and accrued interest shall at once become due and payable without notice at the option of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the Corporation. (g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ or with any key staff member is to be of no further force and effect and that the buyer will undertake not to employ these staff members for a period of two years following the termination. (h) Buyer shall not be entitled to sell any of the assets acquired under this agreement until the entire purchase price has been paid to seller and the Note satisfied in full.
Appears in 1 contract
Closing. The purchase and sale of the Assets and the consummation of the other transactions contemplated by this Agreement closing shall be closed (the ?Closing?) as soon as effected on one or more dates with part or all of the conditions to closing Offerees as shall be set forth below. As soon as the Company has complied with all its obligations for closing, it shall advise the Offerees thereof. An offeree who has completed his obligations for the purpose of closing, including the one specified in Sections 7 section 8.4 below, shall advise the Company thereof and 8 can be reasonably satisfiedfix a date for completion by no later than December 15, but in no event beyond February 28, 2005 2011 ("the "Closing Final Date"). If all of the conditions to Company shall not have completed its obligations for closing set forth in Sections 7 and 8 below have not been satisfied or waived on or before by the Closing Final Date, then either Buyer or Seller may terminate this Agreement by written notice to the other party, whereupon neither party shall have any obligation to consummate the transactions contemplated herein. The Closing Date may be extended by agreement of the parties. The Closing shall be consummated electronically and telephonically.
(a) At the Closing, Seller shall deliver or cause to be delivered to Buyer the following:
(i) documents reasonably acceptable to Buyer evidencing that Seller has the necessary corporate authority to enter into this Agreement and consummate the transactions contemplated herein, including without limitation, resolutions or minutes of the meeting of each of the Directors and Shareholders of Seller approving this Agreement;
(ii) an original assignment in the form of attached Exhibit ?A? (the ?Assignment?), duly executed by Seller;
(iii) an original ▇▇▇▇ of sale in the form of attached Exhibit ?B? (the ?▇▇▇▇ of Sale?), duly executed by Seller;
(iv) the original and all copies of the Documents, the Patent Application and the Trademark Application if applicable;
(v) the originals and all copies of the Contracts identified on Schedule 1.1(e), shall be attached to the Assignment; and
(vi) an executed non-disclosure agreement and assignment of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing Date.
(b) At the Closing, Buyer shall deliver or cause to be delivered to Seller irrevocable instructions (the ?Instructions?) to Sequiam?s transfer agent, duly executed on behalf of Sequiam, authorizing and instructing the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to Seller, in accordance with Section 2(d) below.
(c) All payments, documents, and instruments to be delivered on the Closing Date pursuant to this Agreement shall be regarded as having cancelled, unless the Final Date has been delivered simultaneously, and no document or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived extended by the party mutual consent of the Parties. It is hereby clarified that the Company shall not be obliged to whom such delivery was to be madecomplete the transaction until Offerees holding at least 40% of Metamorfix's share capital have announced that they have fulfilled their obligations for closing. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) below.
(d) Upon Closing, Buyer shall deliver the Instructions to Sequiam?s transfer agent, Company and Sequiam?s transfer agent shall issue to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of receipt any of the Instructions (the ?Certificate?). The Certificate Offerees shall contain the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that from the period beginning convene on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with complete the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent to the obligations of Maker to take any action transaction pursuant to this Section that section below, whereby all the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition of such securities as actions specified below shall be required performed simultaneously and in an integrated fashion and no individual action shall be deemed to effect be a complete one and no individual document shall be deemed to have been delivered until all the registration of Holder?s common stock. Maker shall bear actions have been completed and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations documents delivered pursuant to the Section provisions set forth below:
8.1 The Company and the Offerees who have announced the completion of the transaction shall deliver a confirmation that all the representations specified in sections 4, 5 and 6 above (respectively with regard to the representations of each party) are correct also on the Closing Date and that no material changes have taken place in any of them up to the Closing Date, in respect of which no notice in writing has been made to the other party to this Agreement (and the party receiving such notice has agreed to close the transaction notwithstanding such change) subject to changes performed in accordance with the provisions of this Agreement.
8.2 Every offeree shall deliver confirmations from the institutions of Metamorfix for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating transfer of his shares in Metamorfix to the sale Company and his resignation from Metamorfix’s Board, if relevant.
8.3 The offeree shall transfer all the Transferred Shares to the subsidiary pursuant to the law, being clear and free, and for such purpose shall execute a share transfer deed.
8.4 The offeree shall present the Company with a confirmation from the income tax authorities regarding the rate for deduction at source applying to him, or shall confirm in writing that he agrees to have tax deducted at source at the rate applying under the law. If the offerree has failed to present such a confirmation and has not confirmed to the Company that it can make a deduction under the law by the Final Date, such offeree shall be deemed to have cancelled his execution of this Agreement and no party shall have any claim or action against such offeree.
8.5 Shall forward to the Offerees a copy of the common stock. In additionresolutions of the Company's institutions (including due confirmation of the General Meeting) concerning its engagement herein and the performance of all its provisions, Buyer inter alia also the performance of the allotment to the Offerees against the share transfer from Metamorfix to the Company described above.
8.6 Shall forward a copy and shall deliver confirm to Seller $100,000 the Offerees that it has made all the reports required of it in cash together with a Promissory note respect of its engagement in and performance hereof, both in Israel and in the amount of $440,000 payable US, and shall confirm having obtained all the approvals from the regulatory bodies required under any law in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005Israel and in the US.
8.7 Shall allot the Allotted Shares to the Offerees, being clear and free (esubject to lock up conditions) Upon Closingand shall issue share certificates to them in respect of the Allotted Shares pursuant to Section 3.1 above.
8.8 Shall appoint directors to Metamorfix to replace the resigning directors and shall announce the share transfer to the Companies Registrar.
8.9 The Subsidiary undertakes to ensure that Metamorfix continues to comply with all of Metamorfix's obligations under the Encouragement of Research and Development and Industry Law, Buyer the plan approvals and the instructions of the Chief Scientist. Should the Chief Scientist require it, the Company in its capacity as shareholder of the subsidiary shall be entitled execute a deed of undertaking towards the Chief Scientist employing wording acceptable to possession of all Assetsthe Scientist.
8.10 Shall submit an application to the Chief Scientist to approve the share transfer from the shareholders to the subsidiary, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assetshis approval.
(f) If 8.11 Shall announce the undersigned defaults in paying principal sum as set forth above share transfer and if such default is not cured within thirty (30) days resignation of the due date for such payments of interest or principal, the entire principal sum and accrued interest shall at once become due and payable without notice at the option of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest directors to the collateral will revert to Companies Registrar and update the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together Company's shareholders' register with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the Corporationregard thereto.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ or with any key staff member is to be of no further force and effect and that the buyer will undertake not to employ these staff members for a period of two years following the termination.
(h) Buyer shall not be entitled to sell any of the assets acquired under this agreement until the entire purchase price has been paid to seller and the Note satisfied in full.
Appears in 1 contract
Sources: Agreement (Topspin Medical Inc)
Closing. The Subject to the satisfaction or waiver of the conditions set forth in Section 6 of this Agreement, the closing of the purchase and sale of the Assets Shares (the “Closing” and the consummation date on which the Closing occurs, the “Closing Date”) shall occur remotely via the exchange of documents and signatures at such time as agreed to by the Company and the Investor but (i) in no event earlier than the first Business Day after the date of this Agreement and (ii) in no event later than March 31, 2025 (or an alternative date mutually agreed upon by the Company and the Investor in writing). At the Closing, the Shares shall be issued and registered in the name of the other transactions contemplated Investor, or in such nominee name as designated by this Agreement shall the Investor, representing the number of Shares to be closed (purchased by the ?Closing?) Investor at such Closing as soon as all of the conditions to closing set forth in Sections 7 and 8 can be reasonably satisfied, but in no event beyond February 28, 2005 (Exhibit A against payment to the "Closing Date"). If all Company of the conditions purchase price therefor in full, by wire transfer to closing set forth the Company of immediately available funds, at the Closing, in Sections 7 and 8 below have not been satisfied or waived on or before accordance with wire instructions provided by the Company to the Investor no less than one Business Day prior to the Closing. On the Closing Date, then either Buyer or Seller may terminate this Agreement by written notice the Company will cause the Transfer Agent to issue the Shares in book-entry form, free and clear of all restrictive and other legends (except as expressly provided in Section 4.10) and the Company shall provide evidence of such issuance from the Company’s Transfer Agent to the other party, whereupon neither party shall have any obligation to consummate the transactions contemplated herein. The Closing Date may be extended by agreement of the parties. The Closing shall be consummated electronically and telephonically.
(a) At the Closing, Seller shall deliver or cause to be delivered to Buyer the following:
(i) documents reasonably acceptable to Buyer evidencing that Seller has the necessary corporate authority to enter into this Agreement and consummate the transactions contemplated herein, including without limitation, resolutions or minutes of the meeting of each of the Directors and Shareholders of Seller approving this Agreement;
(ii) an original assignment in the form of attached Exhibit ?A? (the ?Assignment?), duly executed by Seller;
(iii) an original ▇▇▇▇ of sale in the form of attached Exhibit ?B? (the ?▇▇▇▇ of Sale?), duly executed by Seller;
(iv) the original and all copies of the Documents, the Patent Application and the Trademark Application if applicable;
(v) the originals and all copies of the Contracts identified Investor on Schedule 1.1(e), shall be attached to the Assignment; and
(vi) an executed non-disclosure agreement and assignment of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing Date.
(b) At the Closing, Buyer shall deliver or cause to be delivered to Seller irrevocable instructions (the ?Instructions?) to Sequiam?s transfer agent, duly executed on behalf of Sequiam, authorizing and instructing the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to Seller, in accordance with Section 2(d) below.
(c) All payments, documents, and instruments to be delivered on the Closing Date pursuant to this Agreement shall be regarded as having been delivered simultaneously, and no document or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived by the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) below.
(d) Upon Closing, Buyer shall deliver the Instructions to Sequiam?s transfer agent, and Sequiam?s transfer agent shall issue to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of receipt of the Instructions (the ?Certificate?). The Certificate shall contain the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that from the period beginning on the Closing Date has not occurred within one Business Day after the expected Closing Date, unless otherwise agreed by the Company and continuing the Investor, the Company shall promptly (but no later than one Business Day thereafter) return the previously wired amounts to the Investor by wire transfer of United States dollars in immediately available funds to the account specified by the Investor, and any book entries for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It Shares shall be a condition precedent to the obligations of Maker to take any action deemed cancelled; provided that, unless this Agreement has been terminated pursuant to Section 7, such return of funds shall not terminate this Section that Agreement or relieve the Holder shall furnish Investor of its obligation to Maker such information regarding itselfpurchase, or the Company of its obligation to issue and sell, the securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note in the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005.
(e) Upon Closing, Buyer shall be entitled to possession of all Assets, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum as set forth above and if such default is not cured within thirty (30) days of the due date for such payments of interest or principal, the entire principal sum and accrued interest shall at once become due and payable without notice Shares at the option of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the CorporationClosing.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ or with any key staff member is to be of no further force and effect and that the buyer will undertake not to employ these staff members for a period of two years following the termination.
(h) Buyer shall not be entitled to sell any of the assets acquired under this agreement until the entire purchase price has been paid to seller and the Note satisfied in full.
Appears in 1 contract
Closing. 3.1 The “Closing Date” shall be the later of December 31, 2007 or the date the Company receives the executed signatures pages to this Agreement from the Investors pursuant to the terms and conditions of this Agreement. Within three (3) business days of the execution and delivery of this Agreement, the Company shall deliver to the Investors the Notes, registered in such name or names as the Investors may designate, issued as of the Closing Date. The Closing (and each Subsequent Closing) of the purchase and sale of the Assets and Notes shall take place at the consummation offices of the other transactions contemplated by this Agreement shall be closed (the ?Closing?) as soon as all of the conditions to closing set forth in Sections 7 and 8 can be reasonably satisfied, but in no event beyond February 28, 2005 (the "Closing Date"). If all of the conditions to closing set forth in Sections 7 and 8 below have not been satisfied or waived on or before the Closing Date, then either Buyer or Seller may terminate this Agreement by written notice to the other party, whereupon neither party shall have any obligation to consummate the transactions contemplated herein. The Closing Date may be extended by agreement of the parties. The Closing shall be consummated electronically and telephonically.
(a) At the Closing, Seller shall deliver or cause to be delivered to Buyer the following:
(i) documents reasonably acceptable to Buyer evidencing that Seller has the necessary corporate authority to enter into this Agreement and consummate the transactions contemplated herein, including without limitation, resolutions or minutes of the meeting of each of the Directors and Shareholders of Seller approving this Agreement;
(ii) an original assignment in the form of attached Exhibit ?A? (the ?Assignment?), duly executed by Seller;
(iii) an original ▇▇▇▇▇▇▇▇▇▇▇ of sale in the form of attached Exhibit ?B? (the ?& ▇▇▇▇ of Sale?), duly executed by Seller;
(iv) the original and all copies of the Documents, the Patent Application and the Trademark Application if applicable;
(v) the originals and all copies of the Contracts identified on Schedule 1.1(e), shall be attached to the Assignment; and
(vi) an executed non-disclosure agreement and assignment of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing Date.
(b) At the Closing, Buyer shall deliver or cause to be delivered to Seller irrevocable instructions (the ?Instructions?) to Sequiam?s transfer agent, duly executed on behalf of Sequiam, authorizing and instructing the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to Seller, in accordance with Section 2(d) below.
(c) All payments, documents, and instruments to be delivered on the Closing Date pursuant to this Agreement shall be regarded as having been delivered simultaneously, and no document or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived by the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) below.
(d) Upon Closing, Buyer shall deliver the Instructions to Sequiam?s transfer agent, and Sequiam?s transfer agent shall issue to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of receipt of the Instructions (the ?Certificate?). The Certificate shall contain the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that from the period beginning on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note in the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005.
(e) Upon Closing, Buyer shall be entitled to possession of all Assets, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum as set forth above and if such default is not cured within thirty (30) days of the due date for such payments of interest or principal, the entire principal sum and accrued interest shall at once become due and payable without notice at the option of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the Corporation.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ LLP, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, Blvd., Seventh Floor, Los Angeles, California 90067, or with at such other location and on such other date as the Company and the Investors shall mutually agree. Immediately following the Closing, the capitalization of the Company shall be as set forth on Exhibit C.
3.2 At any key staff member is time on or before January 11, 2008, the Company may issue up to an additional $57,656.67 principal amount of Notes not converted and sold as of the Closing to purchasers in the Prior Placement who did not elect to participate in the initial Closing of the Conversion, as set forth on Schedule I hereto and subject to the limitations of the following sentence. The parties acknowledge that such sales may be made pursuant to the exercise of rights described in Section 8.8 of the securities purchase agreement affecting the 2006 Placement and Section 7.8 of the securities purchase agreement affecting the 2007 Placement; to the extent that such parties decline to exercise said rights, any such unpurchased Notes may not be reoffered by the Company to other parties. All such purchases of Notes shall be made on the terms and conditions set forth in this Agreement. Such purchases of Notes shall be made by each subsequent purchaser by executing counterpart signature pages to this Agreement and the other Transaction Documents, making such purchaser a party and bound by the terms and conditions of this Agreement and such Transaction Documents. Any Notes sold pursuant to this Section 3.2 shall be deemed to be of no further force “Notes” for all purposes under this Agreement and effect any purchasers thereof shall be deemed to be “Investors” under this Agreement and that the buyer will undertake not to employ these staff members for a period of two years following the termination.
(h) Buyer shall not be entitled to sell any each of the assets acquired under Transaction Documents. Each sale of additional Notes pursuant to this agreement until Section 3.2 shall be deemed a “Subsequent Closing.” Exhibit C to this Agreement shall be updated to reflect the entire purchase price has been paid to seller Notes purchased at each Subsequent Closing and the Note satisfied in fullparties purchasing such Notes.
Appears in 1 contract
Sources: Securities Purchase Agreement (Long-E International, Inc.)
Closing. The purchase and sale of (a) Upon the Assets and the consummation of the other transactions contemplated by this Agreement shall be closed (the ?Closing?) as soon as all satisfaction of the conditions to closing set forth in Sections 7 and 8 can be reasonably satisfiedArticle V, but in no event beyond February 28, 2005 the closing of the Sale (the "“Closing”) will take place at multiple locations determined by the parties and on a date (the “Closing Date"). If all of the conditions ”) to closing set forth in Sections 7 and 8 below have not been satisfied or waived on or before the Closing Date, then either Buyer or Seller may terminate this Agreement be mutually agreed upon by written notice to the other party, whereupon neither party shall have any obligation to consummate the transactions contemplated herein. The Closing Date may be extended by agreement of the parties. The Closing shall be consummated electronically and telephonically.
(ab) At The parties agree that the Closing, Seller shall deliver or cause process to be delivered followed at Closing will be, subject to Buyer the followingterms of this Agreement, as follows:
(i) the parties will mutually agree upon a Closing Date which allows enough time for the parties to:
(1) satisfy their pre-Closing obligations under this Agreement; and
(2) to mutually agree upon the terms of such other instruments and documents reasonably acceptable to Buyer evidencing that Seller has the necessary corporate authority to enter into are required by this Agreement and consummate to be delivered as a condition of Closing (the transactions contemplated herein, including without limitation, resolutions or minutes of the meeting of each of the Directors and Shareholders of Seller approving this Agreement“Ancillary Documents”);
(ii) an original assignment in once the form of attached Exhibit ?A? (parties are satisfied that the ?Assignment?)Ancillary Documents are final, duly executed by SellerBlackbaud and the Stockholders will procure the signatures required for each Ancillary Document;
(iii) an original ▇▇▇▇ on or before one (1) Business Day prior to the Closing Date, Blackbaud and the Stockholder will fax to each other’s attorneys the fully executed signature pages of sale the Ancillary Documents, with such signature pages to be held “in escrow” by the form receiving attorneys for the benefit of attached Exhibit ?B? (the ?▇▇▇▇ of Sale?), duly executed by Sellersigning party until the signing party confirms that such signature pages can be released from escrow;
(iv) on the original and all copies of Closing Date the Documentsparties participate in a teleconference at a mutually agreed time, in which the Patent Application and parties determine whether or not they are satisfied that the Trademark Application if applicableparties can proceed to Closing;
(v) if the originals parties are satisfied to proceed to Closing, Blackbaud will then pay the Initial Purchase Price from an Australian bank account in accordance with this Agreement and all copies of the Contracts identified on Schedule 1.1(e)Spreadsheet, shall be attached will pay the Escrow Amount in accordance with the agreement governing the terms thereof, and will provide email confirmation to the Assignment; andStockholders that this has been done;
(vi) an executed non-disclosure agreement and assignment Upon Stockholders’ reasonable satisfaction that Blackbaud has initiated payment of inventions the amounts set forth in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30Section 1.2(v)(vi) days prior to the Closing Date.
(b) At the Closing, Buyer shall deliver or cause to be delivered to Seller irrevocable instructions (the ?Instructions?) to Sequiam?s transfer agent, duly executed on behalf of Sequiam, authorizing and instructing the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to Seller, in accordance with Section 2(d) below.
(c) All paymentsthe terms thereof, documentsBlackbaud and the Stockholders will then authorize the other party’s attorney to release the signature pages from escrow to their client, and instruments to be delivered on upon the Closing Date pursuant to this Agreement shall be regarded as having been delivered simultaneously, and no document or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived by the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) below.
(d) Upon Closing, Buyer shall deliver the Instructions to Sequiam?s transfer agent, and Sequiam?s transfer agent shall issue to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of Stockholders’ receipt of the Instructions (the ?Certificate?). The Certificate shall contain the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that from the period beginning on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itselfPurchase Price, the securities held by it, and the intended method of disposition of such securities as shall Sale will be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note in the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005closed.
(e) Upon Closing, Buyer shall be entitled to possession of all Assets, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum as set forth above and if such default is not cured within thirty (30) days of the due date for such payments of interest or principal, the entire principal sum and accrued interest shall at once become due and payable without notice at the option of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the Corporation.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ or with any key staff member is to be of no further force and effect and that the buyer will undertake not to employ these staff members for a period of two years following the termination.
(h) Buyer shall not be entitled to sell any of the assets acquired under this agreement until the entire purchase price has been paid to seller and the Note satisfied in full.
Appears in 1 contract
Closing. The purchase and sale Closing of the Assets and the consummation of the other transactions contemplated by this Agreement transaction shall be closed (held at the ?Closing?) offices of Rogers, Sheffield & Herman, S▇▇▇▇ ▇arbara, Califo▇▇▇▇, or such other place as soon shall be mutually agreed upon, and on such date as all of the conditions to closing set forth in Sections 7 and 8 can shall be reasonably satisfied, but in no event beyond February 28, 2005 (the "Closing Date"). If all of the conditions to closing set forth in Sections 7 and 8 below have not been satisfied or waived on or before the Closing Date, then either Buyer or Seller may terminate this Agreement mutually agreed upon by written notice to the other party, whereupon neither party shall have any obligation to consummate the transactions contemplated herein. The Closing Date may be extended by agreement of the parties. The Closing shall be consummated electronically and telephonically.At the Closing:
(a) At the Closing, Seller Purchaser shall deliver or cause to be delivered to Buyer wired funds for the following:
(i) documents reasonably acceptable to Buyer evidencing that Seller has the necessary corporate authority to enter into this Agreement and consummate the transactions contemplated herein, including without limitation, resolutions or minutes of the meeting of each of the Directors and Shareholders of Seller approving this Agreement;
(ii) an original assignment in the form of attached Exhibit ?A? (the ?Assignment?), duly executed by Seller;
(iii) an original ▇▇▇▇ of sale in the form of attached Exhibit ?B? (the ?▇▇▇▇ of Sale?), duly executed by Seller;
(iv) the original and all copies of the Documents, the Patent Application and the Trademark Application if applicable;
(v) the originals and all copies of the Contracts identified on Schedule 1.1(e), shall be attached to the Assignment; and
(vi) an executed non-disclosure agreement and assignment of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing DatePurchase Price.
(b) At the Closing, Buyer Seller shall deliver or cause to be delivered to Seller irrevocable instructions (TranSecurities International, Inc., the ?Instructions?) to Sequiam?s Company's transfer agent, duly executed on behalf of Sequiam, agent a medallion guaranteed stock power authorizing and instructing the transfer agent to issue Two Hundred Fifty Thousand (250,000) of 1,118,652 shares of common stock of Sequiam the Common Stock to Seller, in accordance with Section 2(d) belowPurchaser.
(c) All payments, documents, The Company and instruments to be delivered on Seller shall deliver an executed copy of the Closing Date pursuant to this Separation Agreement shall be regarded as having been delivered simultaneously, between the Seller and no document or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived by the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) belowCompany.
(d) Upon ClosingKrys Boyle Freedman & Sawyer, Buyer shall deliver the Instructions to Sequiam?s transfer agent, and Sequiam?s transfer agent shall issue to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of receipt of the Instructions (the ?Certificate?). The Certificate shall contain the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that from the period beginning on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note in the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005▇.
(e) Upon Closing, Buyer shall be entitled to possession of all Assets, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum as set forth above and if such default is not cured within thirty (30) days of the due date for such payments of interest or principal, the entire principal sum and accrued interest shall at once become due and payable without notice at the option of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the Corporation.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or to ▇▇▇▇▇aser the legal opinion referred to in paragraph 6.8 hereof.
(e) The Company shall provide the written consent from H.J. Meyers & Co., Inc. requi▇▇▇ ▇▇ ▇▇▇▇er's lock-up letter, a true and correct copy of which, together with any key staff member all amendments, if any, is attached hereto as Exhibit D.
(f) Purchaser shall deliver an executed copy of a new Promotional Shares Escrow Agreement, a copy of which is attached hereto as Exhibit G.
(g) Purchaser shall deliver an executed lock-up letter addressed to be of no further force and effect and that the buyer will undertake not to employ these staff members for a period of two years following the termination.H.J. Meyers & Co., Inc. in th▇ ▇▇▇▇ ▇▇▇▇ched hereto as Exhibit I.
(h) Buyer Each party shall not deliver such other documents or information required to be entitled furnished by Closing pursuant to sell any this Agreement.
(i) The Company shall deliver an executed copy of the assets acquired Registration Rights Agreement which is attached hereto as Exhibit H.
(j) The Company and the Seller shall each deliver a certificate, as described in Section 6.2 hereof, dated the Closing Date, that all representations and warranties by the Company and the Seller set forth in this Agreement or in any written statement that shall be delivered to Purchaser by the Seller or the Company under this agreement until Agreement are true and accurate when made and on the entire purchase price has been paid Closing Date with the same force and effect as if made at the Closing.
(k) Seller shall deliver an executed copy of a new Promotional Shares Escrow Agreement, a copy of which is attached hereto as Exhibit J.
(l) Seller shall deliver a document executed by the Seller's spouse in form satisfactory to seller and Purchaser in which Seller's spouse consents to this transaction.
(m) Rogers, Sheffield & Herman sh▇▇▇ ▇▇liver to Purch▇▇▇▇ ▇ legal opinion in the Note satisfied in full.form attached hereto as Exhibit K.
Appears in 1 contract
Sources: Stock Purchase Agreement (Asha Corp)
Closing. The purchase and sale Subject to the conditions set forth below, the closing of the Assets Debt Restructuring (defined herein) shall take place at the offices of Grushko & M▇▇▇▇▇▇, P.C. at such time as the Company’s Obligations and the consummation of the such other transactions contemplated terms and obligations as required by this Agreement shall be closed have been met in full (the ?“Closing?) ”), or at such other time and place as soon as all the Company and Holders mutually agree in writing (the “Closing Date”). As of the conditions to closing set forth in Sections 7 a condition of Closing, and 8 can be reasonably satisfied, but in no event beyond February 28, 2005 later than ten (the "Closing Date"). If all 10) business days of the conditions to closing set forth in Sections 7 and 8 below have not been satisfied or waived on or before the Closing Date, then either Buyer or Seller may terminate Effective Date of this Agreement by written notice to the other party, whereupon neither (“Execution Deadline”) each party hereto shall have any obligation to consummate the transactions contemplated herein. The Closing Date may be extended by agreement of the parties. The Closing signed this Agreement and such signed signature pages shall be consummated electronically collected by and telephonically.
(a) held in escrow by Grushko & M▇▇▇▇▇▇, PC to be returned to each party hereto if not received by the Execution Deadline. At the Closing, Seller the following mandatory events shall deliver or cause automatically occur (such mandatory events provided in this Section 2, shall be referred to be delivered as the “Debt Restructuring”). Provided all of the Company’s obligations described in this Agreement have been fully complied with, each of the parties hereto agree to Buyer the followingfollowing Debt Restructuring terms and conditions:
a) A mandatory conversion of Holders’ Notes into the Company’s Common Stock in the post-split amounts as set forth on Schedule A hereto.
b) Trading Volume Restrictions – Commencing on the date of this Agreement and ending on July 30, 2020, each of the parties hereto agree to the following sale restrictions in any given calendar month as calculated on the last day of each preceding 30-day period thereto:
(i) documents reasonably acceptable Palladium may sell up to Buyer evidencing that Seller has the necessary corporate authority to enter into this Agreement and consummate the transactions contemplated herein, including without limitation, resolutions or minutes 5% of the meeting of each of the Directors and Shareholders of Seller approving this Agreement;Company’s outstanding shares (post-split) beneficially owned by it.
(ii) an original assignment in the form of attached Exhibit ?A? (the ?Assignment?), duly executed by Seller;
(iii) an original F▇▇▇▇ of sale in the form of attached Exhibit ?B? (the ?▇▇▇▇ of Sale?), duly executed by Seller;
(iv) the original and all copies of the Documents, the Patent Application and the Trademark Application if applicable;
(v) the originals and all copies of the Contracts identified on Schedule 1.1(e), shall be attached to the Assignment; and
(vi) an executed non-disclosure agreement and assignment of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing Date.
(b) At the Closing, Buyer shall deliver or cause to be delivered to Seller irrevocable instructions (the ?Instructions?) to Sequiam?s transfer agent, duly executed on behalf of Sequiam, authorizing and instructing the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to Seller, in accordance with Section 2(d) below.
(c) All payments, documents, and instruments to be delivered on the Closing Date pursuant to this Agreement shall be regarded as having been delivered simultaneously, and no document or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived by the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) below.
(d) Upon Closing, Buyer shall deliver the Instructions to Sequiam?s transfer agent, and Sequiam?s transfer agent shall issue to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of receipt of the Instructions (the ?Certificate?). The Certificate shall contain the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that from the period beginning on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note in the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005.
(e) Upon Closing, Buyer shall be entitled to possession of all Assets, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum as set forth above and if such default is not cured within thirty (30) days of the due date for such payments of interest or principal, the entire principal sum and accrued interest shall at once become due and payable without notice at the option of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the Corporation.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with ▇▇. ▇▇▇▇▇▇ may sell up to 5% of the Company’s outstanding shares (post-split) beneficially owned by him.
(iii) M▇▇▇▇▇▇ or with any key staff member is may sell up to be 5% of no further force and effect and that the buyer will undertake not to employ these staff members for a period of two years following the terminationCompany’s outstanding shares (post-split) beneficially owned by her.
(hiv) Buyer Coventry may sell up to 10% of the Company’s outstanding shares (post-split) beneficially owned by it.
(v) Alpha may sell up to 25% of the Company’s outstanding shares (post-split) beneficially owned by it.
(vi) EMA may sell up to 15% of the Company’s outstanding shares (post-split) beneficially owned by it.
c) Upon full compliance by the Company with all of its obligations described in this Agreement, the Holders will release to the Company such Holders’ security interest in Fan Pass.
d) Upon full compliance by the Company with all of its obligations described in this Agreement the Company will have cancelled all Fan Pass issuances (if any) and will be the owner of 100% of Fan Pass. Failure by the Company to abide by all the terms and conditions set forth in this Agreement, and/or breach by the Company of any representation, warranty, or covenant made herein shall not render the Agreement null and void and each Holder shall automatically be entitled to sell any all of the assets acquired its rights, and privileges under this agreement until the entire purchase price has been paid to seller and the Note satisfied in fulltheir respective Notes.
Appears in 1 contract
Closing. The purchase and sale of the Assets and the consummation of the other transactions contemplated by this Agreement shall be closed (the ?Closing?) as soon as all of the conditions to closing set forth in Sections 7 and 8 can be reasonably satisfied, but in no event beyond February 28, 2005 (the "Closing Date"). If all of the conditions to closing set forth in Sections 7 and 8 below have not been satisfied or waived on or before the Closing Date, then either Buyer or Seller may terminate this Agreement by written notice to the other party, whereupon neither party shall have any obligation to consummate the transactions contemplated herein. The Closing Date may be extended by agreement of the parties. The Closing shall be consummated electronically and telephonically.
(a) At take place on the ClosingClosing Date at 9:00 a.m. at the offices of ▇▇▇▇▇▇, Seller shall deliver or cause to be delivered to Buyer the following:
(i) documents reasonably acceptable to Buyer evidencing that Seller has the necessary corporate authority to enter into this Agreement and consummate the transactions contemplated herein, including without limitation, resolutions or minutes of the meeting of each of the Directors and Shareholders of Seller approving this Agreement;
(ii) an original assignment in the form of attached Exhibit ?A? (the ?Assignment?), duly executed by Seller;
(iii) an original ▇▇▇▇ of sale in the form of attached Exhibit ?B? (the ?& ▇▇▇▇▇▇, ▇▇▇▇ of Sale?), duly executed by Seller;
(iv) the original and all copies of the Documents, the Patent Application and the Trademark Application if applicable;
(v) the originals and all copies of the Contracts identified on Schedule 1.1(e), shall be attached to the Assignment; and
(vi) an executed non-disclosure agreement and assignment of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing Date.
(b) At the Closing, Buyer shall deliver or cause to be delivered to Seller irrevocable instructions (the ?Instructions?) to Sequiam?s transfer agent, duly executed on behalf of Sequiam, authorizing and instructing the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to Seller, in accordance with Section 2(d) below.
(c) All payments, documents, and instruments to be delivered on the Closing Date pursuant to this Agreement shall be regarded as having been delivered simultaneously, and no document or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived by the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) below.
(d) Upon Closing, Buyer shall deliver the Instructions to Sequiam?s transfer agent, and Sequiam?s transfer agent shall issue to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of receipt of the Instructions (the ?Certificate?). The Certificate shall contain the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that from the period beginning on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note in the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005.
(e) Upon Closing, Buyer shall be entitled to possession of all Assets, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum as set forth above and if such default is not cured within thirty (30) days of the due date for such payments of interest or principal, the entire principal sum and accrued interest shall at once become due and payable without notice at the option of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the Corporation.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with ▇▇. ▇▇ ▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ , or with any key staff member at such time and place as is agreed by Purchaser and Sellers. At the Closing,
(a) Sellers shall deliver to be Purchaser stock certificates representing all the Shares endorsed in blank and the certificates referred to in Section 6.2(a) and (b);
(b) Purchaser shall deliver to Sellers the Purchase Price (less the Indemnification Escrow Amount) and the certificates referred to in Section 6.3(a) and (b);
(c) Company and Sellers shall deliver to Purchaser the opinion of no further force counsel described in Section 6.2(c);
(d) Company shall deliver to Purchaser evidence of the resignation of all of the directors, officers and effect employees of Company and Subsidiary;
(e) Company and Purchaser shall deliver to each other certificates dated a date not more than ten (10) days prior to the Closing Date, duly issued by the appropriate Governmental Authorities in the state of Texas and such other states in which all parties are doing business, showing that all parties are validly existing and in good standing in the state of Texas and such other states;
(f) Company shall deliver to Purchaser the releases and other documents described in Section 5.11 and other evidence satisfactory to Purchaser that all current employees, independent contractors, and consultants of Company and Subsidiary have had their employment or independent contractor relationships terminated (“Terminated Employees”) and that all wages, benefits, and severance pay, if any has been paid to Terminated Employees through the buyer will undertake not time their relationships with Company and/or its Subsidiary terminated and that all taxes associated with such payments have been properly withheld;
(g) Company and Sellers shall deliver to employ these staff members for a period Purchaser such other documents, instruments, agreements and certificates as Purchaser may reasonably request in connection with the consummation of two years following the termination.transactions contemplated by this Agreement;
(h) Buyer Company shall not be entitled deliver to sell any Purchaser the joinder agreements described in Section 2.3;
(i) Company shall deliver to Purchaser recordable releases and terminations covering all security interests which perfected Liens and security interests in the Oil and Gas Interests owned by Company or Subsidiary;
(j) Purchaser shall deliver to the Indemnification Escrow Agent the Indemnification Escrow Amount;
(k) Purchaser and Sellers shall each execute and deliver the Indemnification Escrow Agreement;
(l) Purchaser shall deliver to Sellers and Company the opinion of the assets acquired under this agreement until the entire purchase price has been paid to seller and the Note satisfied counsel described in fullSection 6.3(d).
Appears in 1 contract
Closing. (a) The purchase closing of the offer and sale of the Assets and the consummation of the other transactions contemplated by this Agreement shall be closed Securities (the ?“First Closing?”) as soon as all shall occur at 10:00 am (New York City time) at the offices of the conditions to closing set forth in Sections 7 and 8 can be reasonably satisfiedS&W, but in no event beyond February 28, 2005 (the "Closing Date"). If all of the conditions to closing set forth in Sections 7 and 8 below have not been satisfied or waived on or before the Closing Date, then either Buyer or Seller may terminate this Agreement by written notice to the other party, whereupon neither party shall have any obligation to consummate the transactions contemplated herein. The Closing Date may be extended by agreement of the parties. The Closing shall be consummated electronically and telephonically.
(a) At the Closing, Seller shall deliver or cause to be delivered to Buyer the following:
(i) documents reasonably acceptable to Buyer evidencing that Seller has the necessary corporate authority to enter into this Agreement and consummate the transactions contemplated herein, including without limitation, resolutions or minutes of the meeting of each of the Directors and Shareholders of Seller approving this Agreement;
(ii) an original assignment in the form of attached Exhibit ?A? (the ?Assignment?), duly executed by Seller;
(iii) an original 1▇▇▇ ▇▇▇▇ of sale in the form of attached Exhibit ?B? (the ?▇▇▇▇ of Sale?), duly executed by Seller;
(iv) the original and all copies of the Documents, the Patent Application and the Trademark Application if applicable;
(v) the originals and all copies of the Contracts identified on Schedule 1.1(e), shall be attached to the Assignment; and
(vi) an executed non-disclosure agreement and assignment of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing Date.
(b) At the Closing, Buyer shall deliver or cause to be delivered to Seller irrevocable instructions (the ?Instructions?) to Sequiam?s transfer agent, duly executed on behalf of Sequiam, authorizing and instructing the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to Seller, in accordance with Section 2(d) below.
(c) All payments, documents, and instruments to be delivered on the Closing Date pursuant to this Agreement shall be regarded as having been delivered simultaneously, and no document or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived by the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) below.
(d) Upon Closing, Buyer shall deliver the Instructions to Sequiam?s transfer agent, and Sequiam?s transfer agent shall issue to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of receipt of the Instructions (the ?Certificate?). The Certificate shall contain the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that from the period beginning on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note in the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005.
(e) Upon Closing, Buyer shall be entitled to possession of all Assets, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum as set forth above and if such default is not cured within thirty (30) days of the due date for such payments of interest or principal, the entire principal sum and accrued interest shall at once become due and payable without notice at the option of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the Corporation.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with ▇▇. , ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ , on the first (1st) Trading Day on which the conditions to the Closing set forth in Section 2.3 hereof are satisfied or with any key staff member is waived in writing as provided elsewhere herein, or on such other date and time as agreed to be of no further force by the Company and effect and that the buyer will undertake not to employ these staff members for a period of two years following Purchasers (the termination“First Closing Date”).
(hb) Buyer Subject to the satisfaction (or express waiver) of the conditions set forth in Section 2.3 below, within eighteen (18) months from the Effectiveness Date of the Registration Statement and while the Notes remain outstanding, Purchasers shall have the right to require the Company to consummate an additional closing (a “Subsequent Closing”) of up to an additional $3,000,0000 of Notes and Warrants on the same terms and conditions as the First Closing except Purchasers will be subordinate to the Bank Mortgage on terms reasonably acceptable to the Company and the Purchasers, which shall occur at the offices of S&W, 1▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, by delivering to the Company an irrevocable written notice (the “Subsequent Closing Notice”) that the Purchasers have exercised their right to require the Company to sell the Notes and Warrants at the Subsequent Closing. The date and time of the Subsequent Closing (the “Subsequent Closing Date” and together with the First Closing Date, a “Closing Date”) shall be 10:00 a.m., New York time, on a Business Day identified in the Subsequent Closing Notice, which shall not be entitled to sell any less than five (5) or more than ten (10) Business Days following the date of the assets acquired under this agreement until the entire purchase price has been paid to seller and the Note satisfied in fullSubsequent Closing Notice.
Appears in 1 contract
Closing. The closing of the purchase and sale of the Assets Membership Interests (the “Closing”) will take place at a mutually acceptable time and place selected by the consummation Parties. The date and time of the Closing are herein referred to as the “Closing Date”. At the Closing, Buyer and Seller shall deliver, or cause to be delivered, the following deliverables:
(a) Buyer shall have delivered the Closing Cash Consideration remaining to be paid after reduction by the amount of previously delivered non-refundable deposits into a bank account designated by Seller by wire transfer of immediately available funds, which shall not delivered to Seller until all other transactions contemplated closing conditions have been met by this the Parties; and
(b) Buyer shall execute and deliver to Seller each of:
(i) the Deed of Trust;
(ii) the NSR Royalty Agreement;
(iii) the Operating Agreement shall be closed for the Company in the form attached hereto as Exhibit I (the ?Closing?“Operating Agreement”);
(iv) if consent for the assignment of the Northern ▇▇▇▇▇▇▇▇ Interest is received from the members and manager of Northern ▇▇▇▇▇▇▇▇;
(1) an assignment of the Northern ▇▇▇▇▇▇▇▇ Interest (the “Assignment of Interest”); and
(2) an amended and restated operating agreement of Northern ▇▇▇▇▇▇▇▇ with the Company replacing Seller as soon as a party to such operating agreement and assuming all of the conditions to closing set forth in Sections 7 and 8 can be reasonably satisfied, but in no event beyond February 28, 2005 Seller’s former obligations thereunder (the "Closing Date"“A&R Northern ▇▇▇▇▇▇▇▇ Agreement”). If all ;
(v) the Lease Option Agreement;
(vi) the Mineral Exploration and Mining Lease;
(vii) a certification naming Buyer’s representatives who authorize and consent to the Company’s entry into the agreements effective as of the conditions to closing set forth in Sections 7 and 8 below have not been satisfied or waived on or before the Closing Date; together, then either with this Agreement, the Deed of Trust, the NSR Royalty Agreement, the Lease Option Agreement, the Mineral Exploration and Mining Lease, and the Operating Agreement (the “Transaction Documents”), in each case duly executed by Buyer or Seller and/or the Company, as the case may terminate this Agreement by written notice to the other party, whereupon neither party shall have any obligation to consummate the transactions contemplated herein. The Closing Date may be extended by agreement of the parties. The Closing shall be consummated electronically and telephonicallybe.
(ac) If at the time of Closing, the A&R Northern ▇▇▇▇▇▇▇▇ Agreement cannot be assigned, Seller shall retain its membership interest, and have an obligation to Buyer to maintain all rights and agreements thereunder, for so long as Buyer fulfills its obligations with respect to the Guarantee, including, without limitation, Buyer’s obligation to reimburse Seller for any and all costs associated with the retention of membership and maintenance of any obligations of Seller under the Existing NC Operating Agreement, which costs of reimbursement are estimated on the attached Exhibit G, Table G.2.
(d) At the Closing, Seller shall deliver to Buyer, or cause to be delivered to Buyer the followingdelivered:
(i) documents reasonably acceptable to Buyer evidencing that Seller has the necessary corporate authority to enter into this Agreement and consummate the transactions contemplated herein, including without limitation, resolutions or minutes of the meeting of each of the Directors and Shareholders Transaction Documents (other than the Deed of Seller approving this Agreement;
(ii) an original assignment in the form of attached Exhibit ?A? (the ?Assignment?Trust), duly executed by Seller;
(iiiii) an original ▇▇▇▇ of sale in the form of attached Exhibit ?B? (the ?▇▇▇▇ of Sale?)evidence that, duly executed by substantially concurrent with Seller;
(iv) the original and all copies of the Documents, the Patent Application and the Trademark Application if applicable;
(v) the originals and all copies of the Contracts identified on Schedule 1.1(e), shall be attached to the Assignment; and
(vi) an executed non-disclosure agreement and assignment of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing Date.
(b) At the Closing, Buyer shall deliver or cause to be delivered to Seller irrevocable instructions (the ?Instructions?) to Sequiam?s transfer agent, duly executed on behalf of Sequiam, authorizing and instructing the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to Seller, in accordance with Section 2(d) below.
(c) All payments, documents, and instruments to be delivered on the Closing Date pursuant to this Agreement shall be regarded as having been delivered simultaneously, and no document or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived by the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) below.
(d) Upon Closing, Buyer shall deliver the Instructions to Sequiam?s transfer agent, and Sequiam?s transfer agent shall issue to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of ’s receipt of the Instructions (the ?Certificate?). The Certificate shall contain the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933Closing Cash Consideration, as amended (the "ACT")Seller will make a payment on its 11% Senior Secured Debenture due 2021, or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant issued to (i) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that from the period beginning on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note in the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005.
(e) Upon Closing, Buyer shall be entitled to possession of all Assets, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum as set forth above and if such default is not cured within thirty (30) days of the due date for such payments of interest or principal, the entire principal sum and accrued interest shall at once become due and payable without notice at the option of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the Corporation.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 2, LP, as amended, restated or with any key staff member is otherwise modified from time to be of no further force and effect and time (the “Debenture”);
(iii) evidence satisfactory to Buyer that the buyer Seller has transferred any and all assets it currently owns that are listed on Exhibit A to the Company; and
(iv) evidence satisfactory to Buyer that the Company has transferred any and all assets it currently owns not listed on Exhibit A to Seller (and Seller and Company shall represent and warranted that at the Closing, the Company will undertake not to employ these staff members for a period of two years following own only the terminationassets listed in Exhibit A).
(he) Effective as of the Closing Date, Buyer shall not be entitled to sell any become the sole lawful owner of the assets acquired under this agreement until Membership Interests proportionately delivered per section 1.2(b).”
4. Amendment to Section 4.9(a)(ii). Section 4.9(a)(ii) of the entire purchase price has been paid to seller Purchase Agreement is hereby amended and the Note satisfied restated in full.its entirety as follows:
Appears in 1 contract
Closing. The purchase and sale of Closing shall occur on such date that is (i) following the Assets and date on which the consummation of the other transactions contemplated by this Agreement shall be closed (the ?Closing?) as soon as all last of the conditions to closing set forth in Sections 7 and 8 can Article V hereof shall have been satisfied (or waived by the appropriate party) (other than any of such conditions that by their nature are to be reasonably satisfiedsatisfied at the Closing, but subject to the satisfaction or waiver of such conditions) or (ii) such other date as shall have been mutually agreed upon in no event beyond February 28, 2005 writing by Buyer and Seller (the "Closing Date"). If all of , provided that such date shall not be after the conditions to closing set forth in Sections 7 and 8 below have date that is 90 days after Execution Date (the "Scheduled Closing Date"), unless (i) Buyer has not been satisfied or waived received the Gaming Approvals on or before two (2) Business Days before the Scheduled Closing Date and (ii) Buyer deposits with the Escrow Agent an additional Four Million Six Hundred Seventy-Six Thousand Dollars ($4,676,000) (which amount shall be included in the Deposit for all purposes of this Agreement), in each case, the Closing Date, then either Buyer or Seller may terminate this Agreement by written notice Date shall be extended to the other partyearlier of (A) two (2) Business Days after Buyer receives the Gaming Approvals and (B) 30 days after the Scheduled Closing Date (the "First Extended Closing Date"); provided, whereupon neither party further, that if (i) Buyer has not received the Gaming Approvals on or before two (2) Business Days before the First Extended Closing Date and (ii) Buyer deposits with the Escrow Agent an additional Four Million Six Hundred Seventy-Six Thousand Dollars ($4,676,000) (which amount shall be included in the Deposit for all purposes of this Agreement), the Closing Date shall be extended to the earlier of (A) two (2) Business Days after Buyer receives the Gaming Approvals and (B) 30 days after the First Extended Closing Date (the "Second Extended Closing Date"); provided, further, that if (i) Buyer has not received the Gaming Approvals on or before two (2) Business Days before the Second Extended Closing Date and (ii) Buyer deposits with the Escrow Agent an additional Four Million Six Hundred Seventy-Six Thousand Dollars ($4,676,000) (which amount shall be included in the Deposit for all purposes of this Agreement), the Closing Date shall be extended to the earlier of (A) two (2) Business Days after Buyer receives the Gaming Approvals and (B) 30 days after the Second Extended Closing Date (the "Third Extended Closing Date"). If on the Third Extended Closing Date Buyer shall not have any obtained the Gaming Approvals, Buyer shall not have an obligation to consummate the transactions contemplated herein. The Closing Date hereby and Buyer or Seller may be extended by agreement of terminate the partiesAgreement pursuant to Section 9.1(c) or Section 9.1(b), respectively. The Closing shall be consummated electronically and telephonically.
(a) At occur at the Closingoffices of Skadden, Seller shall deliver Arps, Slate, Meagher & Flom LLP, 4 Times Square, New York, NY 10036 or cause to be delivered to Buyer the following:
(i) documents reasonably acceptable to Buyer evidencing that Seller has the necessary corporate authority to enter into this Agreement and consummate the transactions contemplated herein, including without limitation, resolutions or minutes of the meeting of each of the Directors and Shareholders of Seller approving this Agreement;
(ii) an original assignment in the form of attached Exhibit ?A? (the ?Assignment?), duly executed by Seller;
(iii) an original such other p▇▇▇▇ of sale in the form of attached Exhibit ?B? (the ?▇▇ th▇ ▇▇▇▇ of Sale?), duly executed by Seller;
(iv) the original and all copies of the Documents, the Patent Application and the Trademark Application if applicable;
(v) the originals and all copies of the Contracts identified on Schedule 1.1(e), shall be attached to the Assignment; and
(vi) an executed non-disclosure agreement and assignment of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing Date.
(b) At the Closing, Buyer shall deliver or cause to be delivered to Seller irrevocable instructions (the ?Instructions?) to Sequiam?s transfer agent, duly executed on behalf of Sequiam, authorizing and instructing the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to Seller, in accordance with Section 2(d) below.
(c) All payments, documents, and instruments to be delivered on the Closing Date pursuant to this Agreement shall be regarded as having been delivered simultaneously, and no document or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived by the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) below.
(d) Upon Closing, Buyer shall deliver the Instructions to Sequiam?s transfer agent, and Sequiam?s transfer agent shall issue to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of receipt of the Instructions (the ?Certificate?). The Certificate shall contain the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that from the period beginning on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note in the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005.
(e) Upon Closing, Buyer shall be entitled to possession of all Assets, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum as set forth above and if such default is not cured within thirty (30) days of the due date for such payments of interest or principal, the entire principal sum and accrued interest shall at once become due and payable without notice at the option of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the Corporation.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with ▇▇. ▇▇▇rties ▇▇▇ ▇▇▇▇▇. ▇▇ or with any key staff member is to ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇ the transactions provided for in Section 2 hereof shall be of no further force and effect and that the buyer will undertake not to employ these staff members for consummated on a period of two years following the terminationsubstantially concurrent basis.
(h) Buyer shall not be entitled to sell any of the assets acquired under this agreement until the entire purchase price has been paid to seller and the Note satisfied in full.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Colony Resorts LVH Acquisitions LLC)
Closing. The closing of the purchase and sale of the Assets Preferred Shares and the consummation of Warrants to be acquired by the other transactions contemplated by Purchasers from the Company under this Agreement shall be closed (the ?Closing?) as soon as all of the conditions to closing set forth in Sections 7 and 8 can be reasonably satisfied, but in no event beyond February 28, 2005 (the "Closing Date"). If all of the conditions to closing set forth in Sections 7 and 8 below have not been satisfied or waived on or before the Closing Date, then either Buyer or Seller may terminate this Agreement by written notice to the other party, whereupon neither party shall have any obligation to consummate the transactions contemplated herein. The Closing Date may be extended by agreement of the parties. The Closing shall be consummated electronically and telephonically.
(a) At the Closing, Seller shall deliver or cause to be delivered to Buyer the following:
(i) documents reasonably acceptable to Buyer evidencing that Seller has the necessary corporate authority to enter into this Agreement and consummate the transactions contemplated herein, including without limitation, resolutions or minutes of the meeting of each of the Directors and Shareholders of Seller approving this Agreement;
(ii) an original assignment in the form of attached Exhibit ?A? (the ?Assignment?), duly executed by Seller;
(iii) an original ▇▇▇▇ of sale in the form of attached Exhibit ?B? (the ?▇▇▇▇ of Sale?), duly executed by Seller;
(iv) the original and all copies of the Documents, the Patent Application and the Trademark Application if applicable;
(v) the originals and all copies of the Contracts identified on Schedule 1.1(e), shall be attached to the Assignment; and
(vi) an executed non-disclosure agreement and assignment of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing Date.
(b) At the Closing, Buyer shall deliver or cause to be delivered to Seller irrevocable instructions (the ?Instructions?) to Sequiam?s transfer agent, duly executed on behalf of Sequiam, authorizing and instructing the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to Seller, in accordance with Section 2(d) below.
(c) All payments, documents, and instruments to be delivered on the Closing Date pursuant to this Agreement shall be regarded as having been delivered simultaneously, and no document or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived by the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) below.
(d) Upon Closing, Buyer shall deliver the Instructions to Sequiam?s transfer agent, and Sequiam?s transfer agent shall issue to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of receipt of the Instructions (the ?Certificate?). The Certificate shall contain the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that from the period beginning on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note in the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005.
(e) Upon Closing, Buyer shall be entitled to possession of all Assets, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum as set forth above and if such default is not cured within thirty (30) days of the due date for such payments of interest or principal, the entire principal sum and accrued interest shall at once become due and payable without notice place at the option offices of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the Corporation.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (“KL”), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (the “Closing”) at 10:00 a.m., New York time on or with any key staff member is before September 7, 2006; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (the "Closing Date"). The Purchasers acknowledge and agree that the Company may consummate the sale of additional Preferred Shares and Warrants to other purchasers, on terms substantially similar to the terms of this Agreement and the other Transaction Documents (as defined in Section 2.1(b) hereof), which closing(s) shall occur no later than October 20, 2006, for an aggregate purchase price of up to $11,123,200 and a per share purchase price of $2.74 (an “Additional Series B Financing”). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for the number of no further force Preferred Shares set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and effect and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall direct that KL, as escrow agent, deliver its Purchase Price by wire transfer to an account designated by the buyer will undertake not to employ these staff members for a period of two years following Company. In addition, the termination.
parties acknowledge that Five Hundred Thousand Dollars (h$500,000) Buyer shall not be entitled to sell any of the assets acquired under this agreement until Purchase Price funded on the entire purchase price has been paid Closing Date shall be deposited in a separate escrow account with a separate escrow agent to seller be used by the Company in connection with investor and the Note satisfied public relations in fullaccordance with Section 3.19 hereof.”
Appears in 1 contract
Sources: Waiver Agreement and Amendment (Sino Gas International Holdings, Inc.)
Closing. The purchase and sale of (a) Upon the Assets and Custodian's receipt from the consummation of Purchasers of, in the other transactions contemplated by this Agreement shall be closed (the ?Closing?) as soon as all of the conditions to closing set forth in Sections 7 and 8 can be reasonably satisfiedaggregate, but in no event beyond February 28, 2005 $15,000,000 into its escrow account (the "Closing DateESCROW ACCOUNT"). If all , together with each Purchaser's executed counterparts of this Agreement, the conditions to closing set forth in Sections 7 and 8 below have not been satisfied or waived on or before the Closing Date, then either Buyer or Seller may terminate this Agreement by written notice to the other party, whereupon neither party shall have any obligation to consummate the transactions contemplated herein. The Closing Date may be extended by agreement of the parties. The Closing shall be consummated electronically and telephonically.
(a) At the Closing, Seller shall deliver or cause to be delivered to Buyer the following:
(i) documents reasonably acceptable to Buyer evidencing that Seller has the necessary corporate authority to enter into this Purchase Agreement and consummate the transactions contemplated herein, including without limitation, resolutions or minutes of the meeting of each of the Directors and Shareholders of Seller approving this Registration Rights Agreement;
(ii) an original assignment in the form of attached Exhibit ?A? (the ?Assignment?), duly executed by Seller;
(iii) an original ▇▇▇▇ of sale in the form of attached Exhibit ?B? (the ?▇▇▇▇ of Sale?), duly executed by Seller;
(iv) the original and all copies of the Documents, the Patent Application Custodian shall telephonically advise the Company, or the Company's designated attorney or agent, of its receipt of such funds and the Trademark Application if applicable;
(v) the originals and all copies of the Contracts identified on Schedule 1.1(e), shall be attached to the Assignment; and
(vi) an executed non-disclosure agreement and assignment of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing Datesuch documents.
(b) At Wire transfers to the Closing, Buyer shall deliver or cause to be delivered to Seller irrevocable instructions (the ?Instructions?) to Sequiam?s transfer agent, duly executed on behalf of Sequiam, authorizing and instructing the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to Seller, in accordance with Section 2(d) below.
(c) All payments, documents, and instruments to be delivered on the Closing Date pursuant to this Agreement Custodian shall be regarded made as having been delivered simultaneously, and no document or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived by the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) below.
(d) Upon Closing, Buyer shall deliver the Instructions to Sequiam?s transfer agent, and Sequiam?s transfer agent shall issue to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of receipt of the Instructions (the ?Certificate?). The Certificate shall contain the following legendfollows: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that from the period beginning on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note in the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005.
(e) Upon Closing, Buyer shall be entitled to possession of all Assets, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum as set forth above and if such default is not cured within thirty (30) days of the due date for such payments of interest or principal, the entire principal sum and accrued interest shall at once become due and payable without notice at the option of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the Corporation.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with ▇▇. ▇▇▇STERLING NATIONAL BANK 622 3RD AVENUE ▇▇▇ ▇▇▇▇, ▇▇ or with any key staff member is ▇▇▇▇▇ Account Name: Feldman Weinstein LLP ABA ROUTING NO: 026007773 ACCT NO: 0814180101 Remark: CPCT/[FUND NAME]
(c) The Company, upon receipt of the telephonic notice described in Section 1(a) above, shall deliver to the Custodian the certificates representing the Debentures and the Warrants to be issued to each Purchaser at the Closing together with:
(i) a counterpart of no further force and effect and the Registration Rights Agreement, duly executed by the Company;
(ii) the executed legal opinion of Company Counsel;
(iii) a counterpart of the Purchase Agreement, duly executed by the Company; and
(iv) a counterpart of this Agreement, duly executed by the Company.
(d) In the event that the buyer will undertake foregoing items have not been delivered to employ these staff members the Custodian by the Company within five (5) Trading Days after the Custodian has received all of the Subscription Amounts (net of any permitted deductions pursuant to the Purchase Agreement), then each Purchaser shall have an independent and separate right to demand and receive the return of its Subscription Amount.
(e) Once the Custodian receives all of the items required to be delivered hereunder, it shall wire the gross proceeds raised pursuant to the Purchase Agreement per the written instructions of the Company less the balance of $10,000,000 (the "SECURED PROCEEDS") which shall be initially transferred into a separate non-interest bearing custodian deposit account of the Custodian (the "CUSTODIAN ACCOUNT"). Thereafter, the Custodian Account shall be maintained by the Custodian in accordance with the terms of this Agreement and may be invested in an interest-bearing government securities or commercial money market fund made available by the Custodian's bank or as otherwise directed in a writing executed by the Company and the Purchaser Representative. The Custodian, by its execution and delivery of this Agreement, hereby agrees to accept receipt of the Secured Proceeds and to hold such proceeds for a period the benefit of two years following the terminationPurchasers, as secured parties.
(f) After transferring the Secured Proceeds into the Custodian Account, the Custodian shall then arrange to have originals or counterpart originals of the Purchase Agreement, the Warrants, the Debentures, the Registration Rights Agreement, this Agreement and the opinion of counsel delivered to the appropriate parties.
(g) The Custodian shall hold the Secured Proceeds in the Custodian Account, for the benefit of each Purchaser, and not release such proceeds except as provided herein. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, AS TO ANY PURCHASER, THE CUSTODIAN SHALL ONLY RELEASE FUNDS TO THE COMPANY OR A PURCHASER UNDER THIS AGREEMENT TO THE EXTENT ALL SUCH RELEASES ON ACCOUNT OF SUCH PURCHASER, IN THE AGGREGATE, DO NOT EXCEED 66.66% OF THE ORIGINAL PRINCIPAL AMOUNT OF DEBENTURES PURCHASED BY SUCH PURCHASER PURSUANT TO THE PURCHASE AGREEMENT PLUS ACCRUED INTEREST.
(h) Buyer shall not be entitled to sell any The Purchasers hereby appoint the Purchaser Representative as the representative of the assets acquired under Purchasers to act on behalf of all of the Purchasers with respect to the release of funds pursuant to this agreement until the entire purchase price has been paid to seller and the Note satisfied in fullAgreement.
Appears in 1 contract
Sources: Securities Purchase Agreement (Composite Technology Corp)
Closing. The purchase and sale 3.1 Execution of the Assets and the consummation of the other transactions contemplated by this Settlement Agreement shall be closed by CDWR, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ Companies, the AG, the CPUC and the CEOB ("Phase I Execution")shall take place at such place on such date and in such manner (e.g., in person, by facsimile or by overnight mail) as such parties (the ?Closing?"Phase I Parties") as soon as all of may mutually agree (the conditions to closing set forth in Sections 7 and 8 can be reasonably satisfied"Phase I Execution Date"), but in no event beyond February 28shall the Phase I Execution Date be more than four (4) days following satisfaction of the conditions precedent set forth below in Paragraph 3.6(a) unless otherwise agreed to in writing by the Phase I Parties. Following the Phase I Execution, 2005 the consummation of the transactions contemplated by this Settlement Agreement shall be deemed to have occurred on December 31, 2002 (the "Closing Date"). If all of ) provided the conditions to closing set forth in Sections 7 and 8 below Paragraph 3.6(b) have not been satisfied or waived waived. This Settlement Agreement shall also be executed by the California Cities and Counties, the California Water Districts, the Northwest AGs, and the Private Parties (collectively, the "Phase II Parties") on or before the Closing Date; provided however, then either Buyer or Seller may terminate this Agreement by written notice to the other party, whereupon neither party shall have that any obligation to consummate the transactions contemplated herein. The Closing Date may be extended by agreement of the parties. The Closing shall be consummated electronically California Cities, Counties and telephonically.
(a) At the Closing, Seller shall deliver or cause to be delivered to Buyer the following:
(i) documents reasonably acceptable to Buyer evidencing that Seller has the necessary corporate authority to enter into Political Subdivisions may execute this Settlement Agreement and consummate the transactions contemplated herein, including without limitation, resolutions or minutes of the meeting of each of the Directors and Shareholders of Seller approving this Agreement;
(ii) an original assignment in the form of attached Exhibit ?A? (the ?Assignment?), duly executed by Seller;
(iii) an original ▇▇▇▇ of sale in the form of attached Exhibit ?B? (the ?▇▇▇▇ of Sale?), duly executed by Seller;
(iv) the original and all copies of the Documents, the Patent Application and the Trademark Application if applicable;
(v) the originals and all copies of the Contracts identified on Schedule 1.1(e), shall be attached to the Assignment; and
(vi) an executed non-disclosure agreement and assignment of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing Date.
(b) At the Closing, Buyer shall deliver or cause to be delivered to Seller irrevocable instructions (the ?Instructions?) to Sequiam?s transfer agent, duly executed on behalf of Sequiam, authorizing and instructing the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to Seller, in accordance with Section 2(d) below.
(c) All payments, documents, and instruments to be delivered on the Closing Date pursuant to this Agreement shall be regarded as having been delivered simultaneously, and no document or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived by the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) below.
(d) Upon Closing, Buyer shall deliver the Instructions to Sequiam?s transfer agent, and Sequiam?s transfer agent shall issue to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of receipt of the Instructions (the ?Certificate?). The Certificate shall contain the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that from the period beginning on after the Closing Date and continuing for a period such Party shall thereafter be bound by the terms and conditions herein as of twelve (12) months thereafterthe date of said execution. Notwithstanding any other provision contained in this Settlement Agreement, Maker shall file a registration statement with the SEC registering the sale or resale failure of any of Maker's debt Party, other than a Phase I Party, to execute this Settlement Agreement on or equity securities. It before the Closing Date shall not invalidate this Settlement Agreement or nullify any provision hereof except that, as between such Party and any other Party hereto, this Settlement Agreement and any provision hereof shall be a condition precedent invalid and of no force or effect; provided, however, that if any of the Private Parties fail to execute the Agreement and the Class is not certified and the settlement is not finally approved, then the Agreement shall terminate as to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note in the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005.
(e) Upon Closing, Buyer shall be entitled to possession of all Assets, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum as set forth above and if such default is not cured within thirty (30) days of the due date for such payments of interest or principal, the entire principal sum and accrued interest shall Private Parties at once become due and payable without notice at the option of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the Corporation.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ or with any key staff member is to be of no further force and effect and that the buyer will undertake not to employ these staff members for a period of two years following the terminationexclusive option.
(h) Buyer shall not be entitled to sell any of the assets acquired under this agreement until the entire purchase price has been paid to seller and the Note satisfied in full.
Appears in 1 contract
Closing. The sale and purchase of Debentures and sale the Warrants shall take place at a closing (the “Initial Closing”) to be held on April 10, 2020 or such other date that is mutually agreeable to the Company and the Purchasers investing in the Company at the Initial Closing (the “Initial Closing Date”), and on which not less than the Minimum Amount is subscribed for and purchased, by remote electronic exchange of executed documents and funds, or, at such other place and time as the Company and the Purchasers may determine. At the Initial Closing, the Company shall deliver a Debenture and Warrant to each of the Assets Purchasers against receipt by the Company of the corresponding purchase price set forth on Schedule I hereto (the “Purchase Price”). The Company may conduct one or more additional closings (each, an “Additional Closing” and, collectively, the “Additional Closings”; and, together with the Initial Closing, the “Closings” and each, a “Closing”) to be held within 45 days of the Initial Closing or by such earlier date on which Debentures and Warrants in the aggregate principal amount equal to the Maximum Amount shall have been purchased, at such place and time as the Company and the consummation Purchaser(s) participating in such Additional Closing (each an “Additional Purchaser”) may determine (each, an “Additional Closing Date” and collectively, the “Additional Closing Dates”; and, together with the Initial Closing Date, the “Closing Dates” and each, a “Closing Date”). At each Additional Closing, the Company shall deliver a Debenture and Warrant to each of the other transactions contemplated Additional Purchasers participating in such Additional Closing against receipt by this Agreement the Company of the corresponding Purchase Price. Each Debenture shall be closed (convertible into Company Shares in accordance with its terms and shall be registered in such Purchaser’s name in Company's records. All such sales made at any Additional Closings shall be made on the ?Closing?) as soon as all of the terms and conditions to closing set forth in Sections 7 this Agreement provided that (i) the representations and 8 can be reasonably satisfied, but in no event beyond February 28, 2005 (the "Closing Date"). If all warranties of the conditions to closing Company and Parent set forth in Sections 7 Section 2 hereof shall speak as of the Initial Closing and 8 below have not been satisfied or waived on or before neither the Closing Date, then either Buyer or Seller may terminate this Agreement by written notice to the other party, whereupon neither party Company nor Parent shall have any obligation to consummate update any disclosure related thereto, and (ii) the transactions contemplated herein. The Closing Date may be extended by agreement representations and warranties of each Additional Purchaser set forth in Section 3 hereof shall speak as of the partiesdate of such Additional Closing. The Closing shall be consummated electronically and telephonically.
(a) At the Closing, Seller shall deliver or cause to be delivered to Buyer the following:
(i) documents reasonably acceptable to Buyer evidencing that Seller has the necessary corporate authority to enter into this Agreement and consummate the transactions contemplated hereinThis Agreement, including without limitation, resolutions or minutes of the meeting of each of the Directors and Shareholders of Seller approving this Agreement;
(ii) an original assignment in the form of attached Exhibit ?A? (the ?Assignment?), duly executed by Seller;
(iii) an original ▇▇▇▇ of sale in the form of attached Exhibit ?B? (the ?▇▇▇▇ of Sale?), duly executed by Seller;
(iv) the original and all copies of the Documents, the Patent Application and the Trademark Application if applicable;
(v) the originals and all copies of the Contracts identified on Schedule 1.1(e)I, shall be attached amended to include any Additional Purchasers without the Assignment; and
(vi) an executed non-disclosure agreement and assignment consent of inventions in the form parties hereto, including any Purchaser, upon the execution by any such Additional Purchaser of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed a counterpart signature page hereto. Any Debentures purchased by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing Date.
(b) At the Closing, Buyer Additional Purchasers shall deliver or cause be deemed to be delivered to Seller irrevocable instructions (the ?Instructions?) to Sequiam?s transfer agent, duly executed on behalf of Sequiam, authorizing “Debentures,” for all purposes under this Agreement and instructing the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to Seller, in accordance with Section 2(d) below.
(c) All payments, documents, and instruments any such Additional Purchasers shall be deemed to be delivered on the Closing Date pursuant to this Agreement shall be regarded as having been delivered simultaneously, and no document or instrument shall be regarded as having been delivered until “Purchasers” for all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived by the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) below.
(d) Upon Closing, Buyer shall deliver the Instructions to Sequiam?s transfer agent, and Sequiam?s transfer agent shall issue to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of receipt of the Instructions (the ?Certificate?). The Certificate shall contain the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that from the period beginning on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note in the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005.
(e) Upon Closing, Buyer shall be entitled to possession of all Assets, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum as set forth above and if such default is not cured within thirty (30) days of the due date for such payments of interest or principal, the entire principal sum and accrued interest shall at once become due and payable without notice at the option of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the Corporation.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ or with any key staff member is to be of no further force and effect and that the buyer will undertake not to employ these staff members for a period of two years following the termination.
(h) Buyer shall not be entitled to sell any of the assets acquired purposes under this agreement until the entire purchase price has been paid to seller and the Note satisfied in fullAgreement.
Appears in 1 contract
Sources: Debenture and Warrant Purchase Agreement (Lowell Farms Inc.)
Closing. The purchase and sale of the Assets and the consummation of the other transactions contemplated by this Agreement shall be closed (the ?Closing?) as soon as all of the conditions to closing set forth in Sections 7 and 8 can be reasonably satisfied, but in no event beyond February 28, 2005 (the "Closing Date"). If all of the conditions to closing set forth in Sections 7 and 8 below have not been satisfied or waived on or before the Closing Date, then either Buyer or Seller may terminate this Agreement by written notice to the other party, whereupon neither party shall have any obligation to consummate the transactions contemplated herein. The Closing Date may be extended by agreement of the parties. The Closing shall be consummated electronically and telephonically.
(a) At take place at the Closing, Seller shall deliver or cause to be delivered to Buyer the following:
(i) documents reasonably acceptable to Buyer evidencing that Seller has the necessary corporate authority to enter into this Agreement and consummate the transactions contemplated herein, including without limitation, resolutions or minutes offices of the meeting of each of the Directors and Shareholders of Seller approving this Agreement;
(ii) an original assignment in the form of attached Exhibit ?A? (the ?Assignment?), duly executed by Seller;
(iii) an original ▇▇▇▇ of sale in the form of attached Exhibit ?B? (the ?▇▇▇▇▇▇▇▇ of Sale?)LLP, duly executed by Seller;
(iv) the original and all copies of the Documents, the Patent Application and the Trademark Application if applicable;
(v) the originals and all copies of the Contracts identified on Schedule 1.1(e), shall be attached to the Assignment; and
(vi) an executed non-disclosure agreement and assignment of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing Date.
(b) At the Closing, Buyer shall deliver or cause to be delivered to Seller irrevocable instructions (the ?Instructions?) to Sequiam?s transfer agent, duly executed on behalf of Sequiam, authorizing and instructing the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to Seller, in accordance with Section 2(d) below.
(c) All payments, documents, and instruments to be delivered on the Closing Date pursuant to this Agreement shall be regarded as having been delivered simultaneously, and no document or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived by the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) below.
(d) Upon Closing, Buyer shall deliver the Instructions to Sequiam?s transfer agent, and Sequiam?s transfer agent shall issue to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of receipt of the Instructions (the ?Certificate?). The Certificate shall contain the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that from the period beginning on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note in the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005.
(e) Upon Closing, Buyer shall be entitled to possession of all Assets, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum as set forth above and if such default is not cured within thirty (30) days of the due date for such payments of interest or principal, the entire principal sum and accrued interest shall at once become due and payable without notice at the option of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the Corporation.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with ▇▇. ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇, 58th Floor, Houston, Texas 77002, or with any key staff member is remotely via electronic exchange of documents and signatures at 10:00 a.m., New York time, on the date hereof (the “Closing Date”). At the Closing,
(a) Seller shall have delivered or cause to be delivered (to the extent not made available before the Closing):
(i) to Purchaser the Acquired Interests Assignment Agreement, duly executed by Seller;
(ii) to Purchaser a properly completed and duly executed IRS Form W-9;
(iii) to Purchaser resignations from office of no further force each of the directors, managers, officers or other representatives of each member of the Alkali Group designated by ▇▇▇▇▇▇▇▇▇ (in writing delivered to Seller prior to the Closing) to resign at the Closing;
(iv) to Purchaser each of the Ancillary Agreements to which Seller (or its Affiliate) is a party;
(v) to Purchaser the Debt Release Letters;
(vi) to Purchaser a certificate of good standing with respect to the Company, issued by the Secretary of State of the State of Delaware;
(vii) to Purchaser a copy of the Organizational Documents of the Company, including any amendments thereto, certified by the Secretary of State of the State of Delaware; and
(viii) to Purchaser the Closing Assignments and effect the Closing Permit Transfer and that the buyer will undertake not to employ these staff members for a period of two years following the terminationApproval Documentation, if any.
(hb) Buyer Purchaser shall have delivered or cause to be delivered (to the extent not be entitled made available before the Closing):
(i) to sell any Seller (or to an Affiliate of Seller designated by Seller), by wire transfer to an account or accounts designated by Seller in writing prior to the Closing, in immediately available funds, an aggregate amount equal to the Pre-Adjustment Amount, less the absolute value of the assets acquired under this Closing Adjustment;
(ii) to Seller the Acquired Interests Assignment Agreement, duly executed by Purchaser (or its designee(s));
(iii) to Seller a true, correct and complete copy of the binder agreement until for the entire purchase price has been paid R&W Policy attached hereto as Exhibit A; and
(iv) to seller and Seller each of the Note satisfied in fullAncillary Agreements to which Purchaser (or its Affiliate) is a party.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Genesis Energy Lp)
Closing. The purchase Subject to the terms and sale conditions set forth herein, the closing of the Assets and the consummation of the other transactions contemplated by this Agreement shall be closed (the ?Closing?) as soon as all of the conditions to closing set forth in Sections 7 and 8 can be reasonably satisfied, but in no event beyond February 28, 2005 (the "Closing DateClosing"). If all ) shall take place at the offices of the conditions to closing set forth in Sections 7 ▇▇▇▇ ▇▇▇▇▇▇▇, P.C., ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, immediately upon execution of this Agreement, or on such other date and 8 below have not been satisfied or waived on or before the Closing Date, then either Buyer or Seller may terminate this Agreement by written notice to the at such other party, whereupon neither party shall have any obligation to consummate the transactions contemplated herein. The Closing Date place as may be extended agreed to by agreement of the parties. The All proceedings to be taken and all documents to be executed at the Closing (including this Agreement) shall be consummated electronically deemed to have been taken, delivered and telephonicallyexecuted simultaneously, and no proceeding shall be deemed taken nor documents deemed executed or delivered until all have been taken, delivered and executed.
(a) At the Closing, Seller the Sellers shall deliver or cause the following documents to be delivered to Buyer the followingPurchaser, duly executed and satisfy the following conditions:
(i) documents reasonably acceptable the certificates representing the Securities, together with stock powers duly executed in blank;
(ii) the minute books of the Companies, including its corporate seals, unissued stock certificates, stock registers, Certificate of Incorporation, bylaws and corporate minutes;
(iii) a certificate of the Secretary of State of the State of New York, as of a recent date, as to Buyer evidencing the good standing of MDC and certifying its Certificate of Incorporation;
(iv) a certificate of the Secretary of State of the State of New York, as of a recent date, as to the good standing of NMS and certifying its Certificate of Incorporation;
(v) any written consent (on terms satisfactory to the Purchaser) that Seller has is required under the necessary corporate authority to enter into this Agreement and consummate terms of the Lease for consummation of the transactions contemplated herein, including without limitation, resolutions or minutes hereby and an Amendment to the Lease satisfactory to Purchaser;
(vi) the written consent of any party to any of the meeting Material Agreements whose consent is required for consummation of the transactions contemplated hereby;
(vii) the ▇▇▇▇▇▇▇▇ Employment Agreement;
(viii) the ▇▇▇▇▇▇ Employment Agreement;
(ix) a certificate, dated the Closing Date, of the Secretary of each of the Companies, setting forth the authorizing resolutions adopted by each of the Companies Board of Directors and Shareholders of Seller approving with respect to the transactions contemplated hereby; -27-
(x) the Schedules to this Agreement;
(iixi) an original assignment in the form of attached Exhibit ?A? (the ?Assignment?), duly executed by SellerPledge Agreement;
(iiixii) an original the Registration Rights Agreement;
(xiii) the Companies shall be released of any and all Guarantees in favor of Chase Manhattan Bank;
(xiv) the Companies will not have any liabilities, obligations or indebtedness to the Sellers, other than pursuant to the Lease and the ▇▇▇▇▇▇▇▇ of sale in Employment Agreement and the form of attached Exhibit ?B? (the ?▇▇▇▇▇▇ of Sale?), duly executed by Seller;
(iv) the original and all copies of the Documents, the Patent Application and the Trademark Application if applicable;
(v) the originals and all copies of the Contracts identified on Schedule 1.1(e), shall be attached to the Assignment; and
(vi) an executed non-disclosure agreement and assignment of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Employment Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing Date.
(b) At the Closing, Buyer shall deliver or cause to be delivered to Seller irrevocable instructions (the ?Instructions?) to Sequiam?s transfer agent, duly executed on behalf of Sequiam, authorizing and instructing the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to Seller, in accordance with Section 2(d) below.
(c) All payments, documents, and instruments to be delivered on the Closing Date pursuant to this Agreement shall be regarded as having been delivered simultaneously, and no document or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived by the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) below.
(d) Upon Closing, Buyer shall deliver the Instructions to Sequiam?s transfer agent, and Sequiam?s transfer agent shall issue to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of receipt of the Instructions (the ?Certificate?). The Certificate shall contain the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iiixv) an opinion of counsel, reasonably satisfactory to letter from the counsel to the issuerSellers, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that from the period beginning on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note in the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005.
(e) Upon Closing, Buyer shall be entitled to possession of all Assets, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum as set forth above and if such default is not cured within thirty (30) days of the due date for such payments of interest or principal, the entire principal sum and accrued interest shall at once become due and payable without notice at the option of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the Corporation.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with ▇▇. ▇▇▇ Raysman ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or with any key staff member is & ▇▇▇▇▇▇▇, LLP, addressed to be of no further force the Purchaser and effect in form and that substance reasonably acceptable to the buyer will undertake not to employ these staff members for a period of two years following Purchaser; and
(xvi) such other documents and instruments as the terminationPurchaser may reasonably request.
(hb) Buyer At Closing, the Purchaser shall not be entitled deliver the following documents and instruments, duly executed, to sell any the Sellers:
(i) the Convertible Notes;
(ii) the certificates representing the Purchaser Shares;
(iii) the ▇▇▇▇▇▇▇▇ Employment Agreement;
(iv) the ▇▇▇▇▇▇ Employment Agreement;
(v) a certificate of the assets acquired under this agreement until Secretary of State of the entire purchase price has been paid State of New York, as of a recent date, as to seller the good standing of the Purchaser and certifying its Certificate of Incorporation;
(vi) a certificate, dated the Note satisfied Closing Date, of the Secretary of the Purchaser, setting forth the authorizing resolutions adopted by the Purchaser's Board of Directors with respect to the transactions contemplated hereby;
(vii) the Pledge Agreements;
(viii) the Registration Rights Agreement; -28-
(ix) the Purchaser shall deliver $36,133 by check, which shall be deposited into escrow pursuant to the terms of the Escrow Agreement;
(x) the Purchaser shall deliver $88,889.50 plus per diem interest of $26.93 from November 4, 1997 to the date hereof (the "Payoff Amount") to Chase Manhattan Bank;
(xi) an Opinion Letter from the Purchaser's counsel, ▇▇▇▇ ▇▇▇▇▇▇▇, P.C., addressed to the Sellers, in fullform and substance reasonably acceptable to the Sellers; and
(xii) such other documents and instruments as the Seller may reasonably request.
Appears in 1 contract
Sources: Stock Purchase Agreement (Preiss Byron Multimedia Co Inc)
Closing. (a) The purchase and sale Closing of the Assets and the consummation of the other transactions contemplated by this Agreement shall be closed (the ?Closing?) as soon as all of the conditions to closing set forth in Sections 7 and 8 can be reasonably satisfied, but in no event beyond February 28, 2005 (the "Closing DateClosing"). If all of the conditions to closing set forth in Sections 7 and 8 below have not been satisfied or waived on or before the Closing Date, then either Buyer or Seller may terminate this Agreement by written notice to the other party, whereupon neither party shall have any obligation to consummate the transactions contemplated herein. The Closing Date may be extended by agreement of the parties. The Closing ) shall be consummated electronically and telephonically.
(a) At held at the Closingoffices of Brob▇▇▇, Seller shall deliver or cause to be delivered to Buyer the following:
(i) documents reasonably acceptable to Buyer evidencing that Seller has the necessary corporate authority to enter into this Agreement and consummate the transactions contemplated herein, including without limitation, resolutions or minutes of the meeting of each of the Directors and Shareholders of Seller approving this Agreement;
(ii) an original assignment in the form of attached Exhibit ?A? (the ?Assignment?), duly executed by Seller;
(iii) an original ▇▇le▇▇▇ & ▇arr▇▇▇▇ of sale in the form of attached Exhibit ?B? (the ?▇▇▇▇ of Sale?), duly executed by Seller;
(iv) the original and all copies of the Documents, the Patent Application and the Trademark Application if applicable;
(v) the originals and all copies of the Contracts identified on Schedule 1.1(e), shall be attached to the Assignment; and
(vi) an executed non-disclosure agreement and assignment of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing Date.
(b) At the Closing, Buyer shall deliver or cause to be delivered to Seller irrevocable instructions (the ?Instructions?) to Sequiam?s transfer agent, duly executed on behalf of Sequiam, authorizing and instructing the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to Seller, in accordance with Section 2(d) below.
(c) All payments, documents, and instruments to be delivered on the Closing Date pursuant to this Agreement shall be regarded as having been delivered simultaneously, and no document or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived by the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) below.
(d) Upon Closing, Buyer shall deliver the Instructions to Sequiam?s transfer agent, and Sequiam?s transfer agent shall issue to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of receipt of the Instructions (the ?Certificate?). The Certificate shall contain the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that from the period beginning on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note in the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005.
(e) Upon Closing, Buyer shall be entitled to possession of all Assets, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum as set forth above and if such default is not cured within thirty (30) days of the due date for such payments of interest or principal, the entire principal sum and accrued interest shall at once become due and payable without notice at the option of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the Corporation.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with 4675 ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ or with any key staff member ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ 11:00 A.M., Pacific Standard Time, on the first (second if Lincolnshire does not have notice of the fulfillment of the HSR Condition prior to noon Central Standard Time on the date such condition is fulfilled) business day following fulfillment of the HSR Condition (as defined in Section 9) (the "Closing Date"); provided, however, if the HSR Condition is fulfilled prior to April 10, 1997, the Closing shall be delayed until April 11, 1997 if Lincolnshire shall have not received the cash required to close under the funding referenced in Section 8(b) prior to such date. The obligation to close on the Closing Date shall be subject to the fulfillment of no further force the conditions set forth in Sections 9 and effect and that the buyer will undertake not to employ these staff members for a period of two years following the termination10.
(hb) Buyer This Agreement may be terminated at any time prior to the Closing: (i) by a written agreement among all the parties hereto; (ii) by Purchaser, if any condition specified in Section 9 shall not be entitled have been fulfilled by Seller or waived in writing by Purchaser on or before the Closing Date; or (iii) by Seller, if any condition specified in Section 10 shall not have been fulfilled by Purchaser or waived in writing by Seller on or before the Closing Date; or (iv) by Purchaser pursuant to sell Section 7(c), clause (y). Notwithstanding the foregoing, however, either Purchaser or Seller shall have the right to terminate this Agreement (i) after 8:00 p.m., EST, on April 2, 1997 if Purchaser has not notified Seller in writing that it has satisfied the condition set forth in Section 9(i) hereof or waived it in writing prior to such time; and (ii) after 8:00 p.m. EST on April 4, 1997 if Purchaser has not notified Seller in writing that it has satisfied the condition set forth in Section 9(d) hereof or waived it in writing prior to such time, in either case without liability to Purchaser, Lincolnshire and Seller (and any of the assets acquired their affiliates) under this agreement until Agreement. Purchaser's and Seller's right to effect such termination pursuant to the entire purchase price has been paid preceding sentence may be exercised by delivering written notice on or prior to seller and the Note satisfied in fullfifth day following the applicable date specified above.
Appears in 1 contract
Closing. (a) The purchase and sale closing of the Assets and the consummation of the other transactions contemplated by this Agreement shall be closed Purchase (the ?“Closing?”) as soon as all shall take place at the offices of ▇▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, on the second Business Day following the satisfaction (or, to the extent permitted by Law, the waiver by the party entitled to the benefit thereof) of the conditions to closing set forth in Sections 7 Article VI, other than those conditions that by their nature are to be satisfied as of the Closing (but subject to the satisfaction or waiver of such conditions at the Closing), or at such other place, time and 8 can date as shall be reasonably satisfiedagreed between the Company and the Required Holders; provided, but that in no event beyond February 28, 2005 shall the Closing occur prior to the date that is ten (10) Business Days following the "date hereof. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date"). If all of the conditions to closing set forth in Sections 7 and 8 below have not been satisfied or waived on or before the Closing Date, then either Buyer or Seller may terminate this Agreement by written notice to the other party, whereupon neither party shall have any obligation to consummate the transactions contemplated herein. The Closing Date may be extended by agreement of the parties”. The Closing shall be consummated electronically deemed to occur and telephonically.
(a) At the Closing, Seller shall deliver or cause to be delivered to Buyer the following:
(i) documents reasonably acceptable to Buyer evidencing that Seller has the necessary corporate authority to enter into this Agreement and consummate the transactions contemplated herein, including without limitation, resolutions or minutes effective as of the meeting of each of the Directors and Shareholders of Seller approving this Agreement;
(ii) an original assignment in the form of attached Exhibit ?A? (the ?Assignment?), duly executed by Seller;
(iii) an original ▇▇▇▇ of sale in the form of attached Exhibit ?B? (the ?▇▇▇▇ of Sale?), duly executed by Seller;
(iv) the original and all copies of the Documents, the Patent Application and the Trademark Application if applicable;
(v) the originals and all copies of the Contracts identified 12:01 a.m. New York City time on Schedule 1.1(e), shall be attached to the Assignment; and
(vi) an executed non-disclosure agreement and assignment of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing Date.
(b) At the Closing, Buyer to effect the purchase and sale of the Preferred Shares, (i) each Investor shall pay to the Company, by wire transfer to a bank account designated in writing by the Company at least two Business Days prior to the Closing Date, in immediately available funds, the portion of the Purchase Price listed opposite the name of such Investor on Annex A-2 or Annex B-2, (ii) the Company shall deliver to each Investor the number of Preferred Shares listed opposite the name of such Investor on Annex A-2 or cause to be delivered to Seller irrevocable instructions (the ?Instructions?) to Sequiam?s transfer agentAnnex B-2 free and clear of all Liens, duly executed on behalf of Sequiam, authorizing and instructing the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to Seller, in accordance with Section 2(d) below.
(c) All payments, documents, and instruments to be delivered on the Closing Date pursuant to this Agreement shall be regarded as having been delivered simultaneously, and no document or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived except restrictions imposed by the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) below.
(d) Upon Closing, Buyer shall deliver the Instructions to Sequiam?s transfer agent, and Sequiam?s transfer agent shall issue to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of receipt of the Instructions (the ?Certificate?). The Certificate shall contain the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) securities Laws and any restrictions imposed pursuant to the extent applicableTransaction Documents (and, in accordance reasonably promptly following the Closing, the Company will provide each Investor with Rule 144 under evidence reasonably acceptable to such Investor representing the ACT (or any similar rule under the ACT relating to the disposition ownership by such Investor of securitiessuch number of Preferred Shares), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under Company shall make the ACT and applicable state law is available and such transfer is made filing described in accordance with Rule 144. In the event that from the period beginning on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note in the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 20056.01(b).
(e) Upon Closing, Buyer shall be entitled to possession of all Assets, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum as set forth above and if such default is not cured within thirty (30) days of the due date for such payments of interest or principal, the entire principal sum and accrued interest shall at once become due and payable without notice at the option of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the Corporation.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ or with any key staff member is to be of no further force and effect and that the buyer will undertake not to employ these staff members for a period of two years following the termination.
(h) Buyer shall not be entitled to sell any of the assets acquired under this agreement until the entire purchase price has been paid to seller and the Note satisfied in full.
Appears in 1 contract
Closing. 7.1 The purchase and sale Parties have agreed that upon satisfaction or agreement on waiver, as the case may be, of the Assets and Conditions Precedent, the consummation of the other transactions contemplated by this Agreement shall be closed (the ?Closing?) as soon as all of the Parties are obliged to proceed with Closing in accordance with conditions to closing set forth in Sections 7 this Agreement and 8 can to perform the acts set out in Clause 7.2.
7.2 Unless the Agreement sets out otherwise or the Parties agree otherwise:
7.2.1 The Parties shall agree on a Closing Date convenient to all Parties. The Parties shall use their best endeavours to agree on a Closing Date that shall be reasonably satisfiedthe 5th Business Day after the date, but in no event beyond February 28, 2005 (on which the "Closing Date"). If all last of the conditions Conditions Precedent set out in Clause 5.1 is satisfied or waived. Should the Parties fail to closing agree on a Closing Date according to the previous sentence, the following shall apply: the personal meeting held for the Closing shall take place on the last Business Day of the month in which the last of the Conditions Precedent set forth out in Sections 7 and 8 below have not been Clause 5.1 is satisfied or waived on or by the Parties, unless a different date is agreed by the Parties in writing. The date determined under this Clause will be deemed the Closing Date. Parties shall use their best endeavours to achieve that the Completion Date is the same date as the Closing Date.
7.2.2 At Closing, the following documents shall be executed and/or delivered and the following actions shall be taken:
7.2.2.1 the Sellers shall deliver to the Purchaser original excerpts from the list of owners of securities of the Company from CDCP and securities account statements from CDCP, dated no older than two (2) days before the Closing Date, then either Buyer or reflecting the ownership of Shares 1 by the Seller may terminate this Agreement 1 and ownership of Shares 2 by written notice the Seller 2 and that there are no Encumbrances registered on the Shares;
7.2.2.2 the Seller 1 and Seller 2 shall deliver to the other party, whereupon neither party shall have any obligation to consummate Purchaser the transactions contemplated herein. The Closing Date may be extended by agreement copy of decision of the parties. The Closing shall be consummated electronically Company’s general meeting, approving the Transaction and telephonically.formally waive their pre‐emptive right vis‐á‐vis each other;
(a) At 7.2.2.3 the Closing, Seller 1 shall deliver or cause to be delivered the Purchaser a copy of decision of supervisory board of Seller 1, approving the Transaction,
7.2.2.4 the Seller 2 shall deliver to Buyer the following:
(i) documents reasonably acceptable to Buyer evidencing that Seller has the necessary corporate authority to enter into this Agreement and consummate the transactions contemplated herein, including without limitation, resolutions or minutes Purchaser an original of Consent of the meeting of Ministry in accordance with Clause 5.1.3,
7.2.2.5 the Sellers shall deliver to the Purchaser a written confirmation that each of the Intragroup Terminated Agreements were duly terminated upon agreement and there exist no outstanding obligations in relation to the Intragroup Terminated Agreements;
7.2.2.6 the Sellers shall deliver to the Purchaser a written confirmation that each of the Intragroup Loans were duly terminated and repaid;
7.2.2.7 the Purchaser will deliver to the Seller 1 the evidence (excerpt or declaration confirmed by the Purchaser’s bank), that the Purchase Price for Shares 1 has been transferred from the Purchaser’s Account to Escrow Account 1;
7.2.2.8 the Purchaser will deliver to the Seller 2 the evidence (excerpt or declaration confirmed by the Purchaser’s bank), that the Purchase Price for Shares 2 has been transferred from the Purchaser’s Account to Escrow Account 2;
7.2.2.9 the Purchaser will deliver to the Sellers evidence of granting the Competition Authority consent with the Transaction in accordance with Clause 5.1.1;
7.2.2.10 the Purchaser will deliver to the Sellers evidence of granting the Regulatory Authority consent with the Transaction in accordance with Clause 5.1.2;
7.2.2.11 the Seller 1 shall execute the instruction on registration of transfer (sale) of the Shares 1 to the Purchaser in accordance with this Agreement (without financial settlement option) and in accordance with applicable Regulations and the rules of CDCP and/or its relevant member(s);
7.2.2.12 the Seller 2 shall execute the instruction on registration of transfer (sale) of the Shares 2 to the Purchaser in accordance with this Agreement (without financial settlement option) and in accordance with applicable Regulations and the rules of CDCP and/or its relevant member(s);
7.2.2.13 the Sellers shall adopt a resolution of Company’s general meeting (with notarized signatures or in form of a notarial deed, where required under applicable Regulations) whereby the current members of the board of directors and supervisory board members (as applicable) shall be recalled and new members of the board of directors and supervisory board members (as applicable) designated by the Purchaser shall be appointed as of the Completion Date (for the avoidance of doubt, the Sellers may resolve on other corporate changes of the Company if agreed between the Purchaser and the Sellers) and terminate by agreement their agreements on performance of the office entered between these current members and the Company;
7.2.2.14 the Purchaser and the Company shall discharge any member of the board of Directors and Shareholders members of Seller approving this Agreement;
supervisory board, save for fraud, wilful misconduct and/or gross negligence (ii) an original assignment in Slovak hrubá nedbanlivosť), from any liability whatsoever in relation to any resolution, act or transaction relating to the Company during the period between the date of appointment of each such member of the board of Directors and members of supervisory board and the Completion Date, by the letters substantially in the form of as attached Exhibit ?A? (the ?Assignment?), duly executed by Selleras Schedule 11 hereto;
(iii) an original ▇▇▇▇ of sale 7.2.2.15 the Sellers shall deliver to the Purchaser waiver letters, substantially in the form as attached as Schedule 12 hereto, of attached Exhibit ?B? (all Directors and the ?▇▇▇▇ supervisory board members of Sale?)the Company waiving any and all claims they have against the Company resulting from, duly executed by Selleror in relation to, the performance of their function as Directors or supervisory board members, as of the Completion Date;
(iv7.2.2.16 the Seller 1 shall deliver to CDCP and/or its relevant member(s) the original and all copies instruction on registration of transfer (sale) of the Documents, Shares 1 to the Patent Application and the Trademark Application if applicablePurchaser under Clause 7.2.2.11;
(v7.2.2.17 the Seller 2 shall deliver to CDCP and/or its relevant member(s) the originals and all copies instruction on registration of transfer (sale) of the Contracts identified on Schedule 1.1(e), shall be attached Shares 2 to the Assignment; andPurchaser under Clause 7.2.2.12;
7.2.2.18 the Purchaser shall execute the instruction on registration of transfer (viacquisition) an executed non-disclosure agreement of Shares 1 from Seller 1 and assignment of inventions in the form of attached Exhibit ?C? Shares 2 from Seller 2 (the ?Non-Disclosure Agreement?), executed by Seller respectively) and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing Date.
(b) At the Closing, Buyer shall deliver or cause to be delivered to Seller irrevocable instructions (the ?Instructions?) to Sequiam?s transfer agent, duly executed on behalf of Sequiam, authorizing and instructing the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to Seller, in accordance with Section 2(dapplicable Regulations and the rules of the CDCP and/or its relevant member(s) below.and deliver such instruction to the CDCP and/or its relevant member(s);
(c) All payments7.2.2.19 the Parties will sign a written declaration confirming that all steps and acts under Clause 7.2.2 have been, documents, and instruments to be delivered on the Closing Date pursuant to this Agreement or shall be regarded as having been delivered simultaneouslyconsidered to be, satisfied; however, it is specifically agreed that, signing of this written declaration shall serve only for documentary purposes and no document or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived by the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) below.
(d) Upon Closing, Buyer shall deliver the Instructions to Sequiam?s transfer agent, and Sequiam?s transfer agent shall issue to the Seller one share certificate not constitute a prerequisite for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of receipt perfection of the Instructions (the ?Certificate?). The Certificate shall contain the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (itransaction(s) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that from the period beginning on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note in the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005anticipated hereunder.
(e) Upon Closing, Buyer shall be entitled to possession of all Assets, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum as set forth above and if such default is not cured within thirty (30) days of the due date for such payments of interest or principal, the entire principal sum and accrued interest shall at once become due and payable without notice at the option of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the Corporation.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ or with any key staff member is to be of no further force and effect and that the buyer will undertake not to employ these staff members for a period of two years following the termination.
(h) Buyer shall not be entitled to sell any of the assets acquired under this agreement until the entire purchase price has been paid to seller and the Note satisfied in full.
Appears in 1 contract
Sources: Share Purchase Agreement
Closing. The Unless this Agreement is earlier terminated pursuant to Article VIII, the closing of the transactions contemplated by this Agreement, including the purchase and sale of the Purchased Assets and the consummation assignment and assumption of the other transactions contemplated by this Agreement shall be closed Assumed Liabilities (the ?“Closing?) as soon as all of the conditions to closing set forth in Sections 7 and 8 can be reasonably satisfied, but in no event beyond February 28, 2005 (the "Closing Date"). If all of the conditions to closing set forth in Sections 7 and 8 below have not been satisfied or waived on or before the Closing Date, then either Buyer or Seller may terminate this Agreement by written notice to the other party, whereupon neither party shall have any obligation to consummate the transactions contemplated herein. The Closing Date may be extended by agreement of the parties. The Closing shall be consummated electronically and telephonically.
(a) At the Closing, Seller shall deliver or cause to be delivered to Buyer the following:
(i) documents reasonably acceptable to Buyer evidencing that Seller has the necessary corporate authority to enter into this Agreement and consummate the transactions contemplated herein, including without limitation, resolutions or minutes of the meeting of each of the Directors and Shareholders of Seller approving this Agreement;
(ii) an original assignment in the form of attached Exhibit ?A? (the ?Assignment?”), duly executed by Seller;
(iii) an original shall take place at the offices of ▇▇▇▇▇▇ of sale in the form of attached Exhibit ?B? (the ?& ▇▇▇▇▇▇▇ of Sale?)LLP, duly executed by Seller;
(iv) the original and all copies of the Documents, the Patent Application and the Trademark Application if applicable;
(v) the originals and all copies of the Contracts identified on Schedule 1.1(e), shall be attached to the Assignment; and
(vi) an executed non-disclosure agreement and assignment of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing Date.
(b) At the Closing, Buyer shall deliver or cause to be delivered to Seller irrevocable instructions (the ?Instructions?) to Sequiam?s transfer agent, duly executed on behalf of Sequiam, authorizing and instructing the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to Seller, in accordance with Section 2(d) below.
(c) All payments, documents, and instruments to be delivered on the Closing Date pursuant to this Agreement shall be regarded as having been delivered simultaneously, and no document or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived by the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) below.
(d) Upon Closing, Buyer shall deliver the Instructions to Sequiam?s transfer agent, and Sequiam?s transfer agent shall issue to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of receipt of the Instructions (the ?Certificate?). The Certificate shall contain the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that from the period beginning on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note in the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005.
(e) Upon Closing, Buyer shall be entitled to possession of all Assets, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum as set forth above and if such default is not cured within thirty (30) days of the due date for such payments of interest or principal, the entire principal sum and accrued interest shall at once become due and payable without notice at the option of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the Corporation.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with ▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ Drive, Suite 5800, Chicago, Illinois, commencing at 10:00 a.m., local time, on the tenth (10th) Business Day following the satisfaction or waiver by the applicable Party of all conditions set forth in Article III (other than conditions with any key staff member is respect to actions the respective Parties will take at the Closing itself), or at such other place or time or on such other date as may be of no further force mutually agreed in writing by Purchaser and effect and Seller (the “Closing Date”); provided, however, that the buyer will undertake not to employ these staff members for a period of two years following the termination.
(h) Buyer Closing Date shall not be entitled to sell any later than March 31, 2011 (the “Scheduled Closing Date”), unless (i) Purchaser has not received the Gaming Approvals that are required for the consummation of the assets acquired under transactions contemplated hereby on or before three (3) Business Days before the Scheduled Closing Date and (ii) Purchaser deposits with the Escrow Agent an additional amount in cash equal to $1,500,000 (which amount shall be included in the Deposit for all purposes of this agreement until Agreement and paid for by Purchaser in advance in three (3) equal monthly installments on the entire purchase price has been paid first (1st) Business Day of each month during the extension period), in which case, the Scheduled Closing Date shall be extended to seller the earlier of (A) three (3) Business Days after Purchaser receives such Gaming Approvals and (B) the Note satisfied in full90th day (or if such day is not a Business Day, the first (1st) Business Day thereafter) following the Scheduled Closing Date (the “Extended Scheduled Closing Date”). If Purchaser shall not have obtained such Gaming Approvals on or prior to the Extended Scheduled Closing Date, the Parties shall have no obligation to consummate the transactions contemplated hereby and Purchaser or Seller may terminate the Agreement pursuant to Section 8.1(b).
Appears in 1 contract
Closing. (a) The purchase and sale of the Assets and the consummation of the other transactions contemplated by Closing under this Agreement shall be closed (take place at the ?Closing?) as soon as all offices of the conditions to closing set forth in Sections 7 and 8 can be reasonably satisfied, but in no event beyond February 28, 2005 (the "Closing Date"). If all of the conditions to closing set forth in Sections 7 and 8 below have not been satisfied or waived on or before the Closing Date, then either Buyer or Seller may terminate this Agreement by written notice to the other party, whereupon neither party shall have any obligation to consummate the transactions contemplated herein. The Closing Date may be extended by agreement of the parties. The Closing shall be consummated electronically and telephonically.
(a) At the Closing, Seller shall deliver or cause to be delivered to Buyer the following:
(i) documents reasonably acceptable to Buyer evidencing that Seller has the necessary corporate authority to enter into this Agreement and consummate the transactions contemplated herein, including without limitation, resolutions or minutes of the meeting of each of the Directors and Shareholders of Seller approving this Agreement;
(ii) an original assignment in the form of attached Exhibit ?A? (the ?Assignment?), duly executed by Seller;
(iii) an original Tho▇▇▇▇▇ of sale in the form of attached Exhibit ?B? (the ?▇▇n▇ ▇▇P, 200▇ ▇▇▇▇ of Sale?), duly executed by Seller;
(iv) the original and all copies of the Documents, the Patent Application and the Trademark Application if applicable;
(v) the originals and all copies of the Contracts identified on Schedule 1.1(e), shall be attached to the Assignment; and
(vi) an executed non-disclosure agreement and assignment of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing Date.
(b) At the Closing, Buyer shall deliver or cause to be delivered to Seller irrevocable instructions (the ?Instructions?) to Sequiam?s transfer agent, duly executed on behalf of Sequiam, authorizing and instructing the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to Seller, in accordance with Section 2(d) below.
(c) All payments, documents, and instruments to be delivered on the Closing Date pursuant to this Agreement shall be regarded as having been delivered simultaneously, and no document or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived by the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) below.
(d) Upon Closing, Buyer shall deliver the Instructions to Sequiam?s transfer agent, and Sequiam?s transfer agent shall issue to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of receipt of the Instructions (the ?Certificate?). The Certificate shall contain the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that from the period beginning on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note in the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005.
(e) Upon Closing, Buyer shall be entitled to possession of all Assets, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum as set forth above and if such default is not cured within thirty (30) days of the due date for such payments of interest or principal, the entire principal sum and accrued interest shall at once become due and payable without notice at the option of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the Corporation.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇, ▇0 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇t 10:00 a.m., local time, on August 31, 2001 or at such other time, date, and place as may be mutually agreed upon by Seller and Buyer, but in no event may either of them be required to agree to a date later than September 15, 2001. At the Closing, the actions provided for in this Section 3 shall be taken and shall be deemed to occur simultaneously.
(b) At the Closing, Seller shall, subject to the fulfillment to Seller's reasonable satisfaction of the conditions set forth in Section 11 or its waiver thereof, deliver to Buyer:
(i) The certificates representing all of the Romaco Stock, duly endorsed for transfer to Buyer by Seller and with any key staff member is requisite tax transfer stamps or other documents attached, with each certificate being free and clear of any Lien;
(ii) the Noncompetition Agreement of Seller, dated the Closing Date and duly executed by Seller;
(iii) the Escrow Agreement, dated the Closing Date and duly executed by Seller;
(iv) the R&M Parent Note Agreement, dated the Closing Date and duly executed by Seller;
(v) a certificate, dated the Closing Date and duly executed by Seller, certifying that the conditions set forth in Section 10 have been satisfied;
(vi) an opinion, dated the Closing Date, of Duke, Holzman, Yae▇▇▇ & Photiadis, LLP, in a form reasonably acceptable to counsel for Buyer;
(vii) stock certificates representing all of the outstanding capital stock of each of the Companies which has issued stock certificates, registered in the name of the respective owner of such certificates as set forth in the Corporate Information Exhibit, with each certificate being free and clear of any Lien;
(viii) a list of the directors and officers of each of the Companies shall be made available to Buyer at the office of Romaco in Monaco;
(ix) a certificate of the Secretary or Assistant Secretary of Romaco certifying as to Romaco (i) a true copy of the Certificate of Incorporation of Romaco and all amendments thereto, with original certification by the Secretary of State or other appropriate agencies in the state or jurisdiction of incorporation of Romaco and (ii) a true copy of the By Laws (or similar document) of Romaco as in effect on the Closing Date;
(x) certificates of good standing for each of the Companies organized under one of the states of the United States, dated no earlier than 30 days prior to the Closing Date;
(xi) all minute books and stock transfer records of each of the Companies will be delivered to Buyer by Seller certifying to Buyer that such items are at the office of Romaco in Monaco;
(xii) evidence of cancellation of (A) all obligations of the Companies to the Non-Consolidated Subsidiaries or Seller except for the rights of Seller or any of the Non-Consolidated Subsidiaries under this Agreement and (B) any guarantee of a Company of any obligation or liability of a Non-Consolidated Subsidiary or Seller except for the guarantee secured by the Guarantee Pledge;
(xiii) the BFS Stock Purchase Agreement, duly executed by Seller; and
(xiv) such other documents and instruments as are required to be delivered to Buyer by Seller pursuant to this Agreement at or prior to the Closing.
(c) At the Closing, Buyer shall, subject to the fulfillment to its reasonable satisfaction of no further the conditions set forth in Section 10 or its waiver thereof, deliver to Seller the following:
(i) (A) evidence of the wire transfer in immediately available funds of (Euro) 39,706,000 to such bank accounts which Seller specified in writing to Buyer not less than 48 hours prior to the Closing Date and (B) evidence of the wire transfer in immediately available funds of (Euro) 5,394,000 to such bank account as Romaco Finance b.v. shall specify for the purpose of receiving Seller's payment of the amount due it from Seller as provided in the BFS Stock Purchase Agreement;
(ii) R&M Parent Note A, duly executed by R&M Parent;
(iii) Certificates representing the 600,000 shares of R&M Stock comprising the Stock Consideration, duly registered in the name of Seller, with any requisite tax transfer stamps or other documents attached, with each certificate being free and clear of any Lien;
(iv) the Noncompetition Agreement of Seller, dated the Closing Date and duly executed by R&M Parent and Buyer;
(v) the Escrow Agreement, dated the Closing Date and duly executed by Buyer;
(vi) the R&M Parent Note Agreement, dated the Closing Date and duly executed by R&M Parent;
(vii) a certificate, dated the Closing Date and executed by a duly authorized officer of Buyer, certifying that the conditions set forth in Section 11 have been satisfied;
(viii) an opinion, dated the Closing Date, of Tho▇▇▇▇▇ ▇▇n▇ LLP, counsel for Buyer, in a form reasonably acceptable to counsel for Seller;
(ix) copies of all resolutions of Buyer's and R&M Parent's Board of Directors authorizing the transactions contemplated hereby or otherwise relating to this Agreement and the transactions contemplated hereby, certified by the Secretary (or an Assistant Secretary) of Buyer or R&M Parent, as the case may be, as being in full force and effect on the Closing Date;
(x) the BFS Stock Purchase Agreement, duly executed by Buyer; and
(xi) certificate of the appropriate state official, dated no earlier than 30 days prior to the Closing Date, that Buyer is duly incorporated in the State of Delaware and that R&M Parent is in good standing in the buyer will undertake not to employ these staff members for a period State of two years following the termination.Ohio; and
(hxii) such other documents and instruments as are required to be delivered to Seller by Buyer shall not be entitled pursuant to sell any of this Agreement at or prior to the assets acquired under this agreement until the entire purchase price has been paid to seller and the Note satisfied in fullClosing.
Appears in 1 contract
Closing. (a) The purchase and sale closing of the Assets and the consummation redemption of the other transactions Shares contemplated by this Agreement shall be closed hereunder (the ?“Closing?”) shall take place on a Business Day in the offices of W▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & R▇▇▇▇▇ at U▇▇▇ ▇▇▇▇, ▇▇/▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, 5 Queen’s Road Central, Hong Kong or at such other location as may be mutually agreed by the Parties, as soon as practicable but no later than three Business Days following the date upon which all of the conditions to closing set forth in Sections 7 and 8 can Article VI, other than those that by their nature may only be reasonably satisfiedsatisfied or waived at the Closing, but in no event beyond February 28, 2005 (the "Closing Date"). If all of the conditions to closing set forth in Sections 7 and 8 below have not been satisfied or waived on as of the date of the Closing, or before such other date as the Parties may mutually agree (the “Closing Date, then either Buyer or Seller may terminate this Agreement by written notice to the other party, whereupon neither party shall have any obligation to consummate the transactions contemplated herein. The Closing Date may be extended by agreement of the parties. The Closing shall be consummated electronically and telephonically”).
(ab) At the Closing, Seller shall deliver or cause to be delivered the following documents to Buyer the followingCompany or the transfer agent of the Company against payment of the Purchase Price by the Company: (i) original of a certificate evidencing the Shares (the “Share Certificate”), accompanied by duly executed irrevocable stock powers in such form as required by the transfer agent, with any required transfer stamps affixed thereto (the “Stock Powers”), (ii) a duly executed letter of instruction from Seller, in such form as required by the transfer agent, instructing the transfer agent to register the Shares as having been redeemed by the Company (the “Transfer Instruction”), and (iii) such other documents as may be reasonably required by the transfer agent in order to complete the redemption and acquisition of the Shares from Seller by the Company (together with the Share Certificate, the Stock Powers and the Transfer Instruction, the “Seller Deliverables”).
(c) At the Closing, Seller and the Company shall take the following actions in the sequence set out below:
(i) documents reasonably acceptable to Buyer evidencing that Seller has upon the necessary corporate authority to enter into this Agreement and consummate the transactions contemplated herein, including without limitation, resolutions or minutes Company’s inspection of the meeting of each of the Directors and Shareholders of Seller approving this Agreement;
(ii) an original assignment in the form of attached Exhibit ?A? (the ?Assignment?), duly executed by Seller;
(iii) an original ▇▇▇▇ of sale in the form of attached Exhibit ?B? (the ?▇▇▇▇ of Sale?), duly executed by Seller;
(iv) the original and all copies of the DocumentsDeliverables to its satisfaction, the Patent Application and the Trademark Application if applicable;
(v) the originals and all copies of the Contracts identified on Schedule 1.1(e), shall be attached to the Assignment; and
(vi) an executed non-disclosure agreement and assignment of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing Date.
(b) At the Closing, Buyer Company shall deliver or cause to be delivered (A) US$17,756,448, which is 60% of the Purchase Price, to Seller by initiating a wire transfer of immediately available funds to an account designated by Seller no later than five (5) Business Days prior to the Closing Date, and (B) US$11,837,632, which is 40% of the Purchase Price, to the Plaintiffs’ Agent by initiating a wire transfer of immediately available funds to an account designated by the Plaintiffs’ Agent no later than five (5) Business Days prior to the Closing Date; and
(ii) immediately upon the Company’s presentation to Seller of the irrevocable instructions (instruction initiating the ?Instructions?wire transfers as set forth in 2.2(c)(i) to Sequiam?s transfer agentabove, duly executed on behalf of Sequiam, authorizing and instructing Seller shall deliver the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to Seller, Seller Deliverables in accordance with Section 2(d2.2(b). For the avoidance of doubt, the provisions under this Section 2.2(c) below.
(c) All payments, documents, and instruments are intended to be delivered on describe the agreed mechanics of the Closing Date pursuant only but the Closing shall not be deemed to this Agreement shall be regarded as having been delivered simultaneously, and no document or instrument shall be regarded as having been delivered have consummated until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof deliveries described in Section 2.2(b) shall have been waived by the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) below.
(d) Upon Closing, Buyer shall deliver the Instructions to Sequiam?s transfer agentincluding, and Sequiam?s transfer agent shall issue to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of without limitation, receipt of the Instructions (Purchase Price by Seller and the ?Certificate?). The Certificate shall contain the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), or the securities laws of any statePlaintiffs’ Agent, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed all such deliverables (including without limitation payment of except pursuant to (ithe Purchase Price) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that from the period beginning on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent deemed to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, occur simultaneously and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note in the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005.
(e) Upon Closing, Buyer shall be entitled to possession of all Assets, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum as set forth above and if such default is not cured within thirty (30) days of the due date for such payments of interest or principal, the entire principal sum and accrued interest shall at once become due and payable without notice at the option of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the Corporation.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ or with any key staff member is to be of no further force and effect and that the buyer will undertake not to employ these staff members for a period of two years following the terminationconditioned upon each other.
(h) Buyer shall not be entitled to sell any of the assets acquired under this agreement until the entire purchase price has been paid to seller and the Note satisfied in full.
Appears in 1 contract
Sources: Redemption Agreement (China Biologic Products, Inc.)
Closing. The purchase and sale of (a) Subject to the Assets and the consummation of the other transactions contemplated by this Agreement shall be closed (the ?Closing?) as soon as all satisfaction or waiver of the conditions to closing set forth in Sections 7 Article 3, the closing of the purchase and 8 can be reasonably satisfied, but in no event beyond February 28, 2005 sale of the Securities and the Conversion of the Series E Preferred Stock (the "Closing Date"). If all “Closing”) shall take place at the offices of counsel for the conditions to closing set forth in Sections 7 and 8 below have not been satisfied or waived on or before the Closing DateCompany, then either Buyer or Seller may terminate this Agreement by written notice to the other party, whereupon neither party shall have any obligation to consummate the transactions contemplated herein. The Closing Date may be extended by agreement of the parties. The Closing shall be consummated electronically and telephonically.
(a) At the Closing, Seller shall deliver or cause to be delivered to Buyer the following:
(i) documents reasonably acceptable to Buyer evidencing that Seller has the necessary corporate authority to enter into this Agreement and consummate the transactions contemplated herein, including without limitation, resolutions or minutes of the meeting of each of the Directors and Shareholders of Seller approving this Agreement;
(ii) an original assignment in the form of attached Exhibit ?A? (the ?Assignment?), duly executed by Seller;
(iii) an original S▇▇▇▇▇▇▇ of sale in the form of attached Exhibit ?B? (the ?C▇▇▇▇▇ of Sale?)Chartered, duly executed by Seller;
(iv) the original and all copies of the Documents, the Patent Application and the Trademark Application if applicable;
(v) the originals and all copies of the Contracts identified on Schedule 1.1(e), shall be attached to the Assignment; and
(vi) an executed non-disclosure agreement and assignment of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing Date.
(b) At the Closing, Buyer shall deliver or cause to be delivered to Seller irrevocable instructions (the ?Instructions?) to Sequiam?s transfer agent, duly executed on behalf of Sequiam, authorizing and instructing the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to Seller, in accordance with Section 2(d) below.
(c) All payments, documents, and instruments to be delivered on the Closing Date pursuant to this Agreement shall be regarded as having been delivered simultaneously, and no document or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived by the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) below.
(d) Upon Closing, Buyer shall deliver the Instructions to Sequiam?s transfer agent, and Sequiam?s transfer agent shall issue to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of receipt of the Instructions (the ?Certificate?). The Certificate shall contain the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that from the period beginning on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note in the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005.
(e) Upon Closing, Buyer shall be entitled to possession of all Assets, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum as set forth above and if such default is not cured within thirty (30) days of the due date for such payments of interest or principal, the entire principal sum and accrued interest shall at once become due and payable without notice at the option of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the Corporation.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with 1▇▇ ▇▇. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other location as is mutually agreed upon by the Company and the Purchasers. The date upon which the Closing shall be effective shall be June 30, 2006 (the “Closing Date”).
(b) For the convenience of the parties hereto, the parties agree to ‘close by mail’ as provided in clauses (b), (c) and (d) of this Section 2.3. Pursuant to such agreement, the parties severally (and not jointly) agree to transmit their respective signatures and other closing deliveries required under Article 3 hereof (other than payments of funds by the Purchasers and issuance of new stock certificates by the Company) to the Company by not later than Friday, June 23, 2006. On or about Tuesday, June 27, 2006, the Company shall notify each of the Purchasers as to whether all such closing deliveries (other than funds and new stock certificates) and (assuming Closing hereunder) all conditions to closing of the P▇▇▇▇ Acquisition are then satisfied, as contemplated by Section 3.1(k) hereof. If all such Closing deliveries (other than funds and new stock certificates) have not been received, such notice shall state the details of the missing items. If all such Closing deliveries (other than funds and new stock certificates) have been received, and the condition in Section 3.1(j) has been satisfied, and (assuming Closing hereunder) all conditions to closing of the P▇▇▇▇ Acquisition are then satisfied and the Company so states in such notice to the Purchasers, then such notice shall also (i) include a statement of the Offer Price, as finally determined, and a copy of the final definitive version of Schedule I to be attached hereto, and (ii) provide that all Purchasers purchasing Securities shall send payment of the purchase price therefore (as specified in such final definitive version of Schedule I included with such notice) by wire transfer of immediately available funds to the account specified on Annex III hereto by not later than 5:00 p.m. Chicago time on Wednesday, June 28, 2006.
(c) Assuming that funds are received as contemplated by the preceding clause (b) and in any key staff member event by June 30, 2006, upon receipt of such funds the Company shall proceed with Closing, by (i) notifying all Purchasers that Closing is occurring; (ii) repaying the Laurus Debt (excluding the portion thereof which is to be converted into shares of no further force Common Stock as contemplated by Section 3.1(j)); (iii) converting the remaining portion of the Laurus Debt into shares of Common Stock; (iv) consummating the closing of the P▇▇▇▇ Acquisition; and effect (v) directing the Transfer Agent to issue new stock certificates for the Securities and Conversion Shares in accordance with the provisions hereof and deliver the same to the Company for forwarding to the Purchasers. The parties anticipate that repayment of the Laurus Debt, conversion of the unpaid balance of the Laurus Debt, and consummation of the P▇▇▇▇ Acquisition will all occur on June 30, 2006 and shall be effective on June 30, 2006, however, at the Company’s discretion, any of such actions may occur on June 29, 2006 or July 3, 2006, provided that the buyer will undertake Company has given all Purchasers the notice required under (i) of this clause (c) prior to such action taking place. The parties also acknowledge that consummation of the P▇▇▇▇ Acquisition requires that the minimum gross proceeds from the sale of Securities hereunder shall be $15,000,000. Accordingly, the Company is authorized to proceed with Closing hereunder upon receipt of not less than $15,000,000 of gross proceeds from the sales of Securities hereunder, even if one or more Purchasers shall have failed to employ these staff members for a period of two years following the terminationcomply with its obligation to purchase Securities hereunder.
(hd) Buyer shall not be entitled to sell any Promptly upon consummation of the assets acquired under this agreement until items referred to in (ii), (iii), (iv) and (v) of clause (c) preceding, the entire purchase price Company shall notify the Purchasers thereof and that Closing has been paid consummated. Reasonably promptly thereafter (and in any event by July 10, 2006), the Company shall provide to seller each Purchaser the stock certificates evidencing Securities and Conversion Shares acquired by such Purchaser pursuant to Closing and all the Note satisfied in fullother deliverables to such Purchaser pursuant to Article 3 hereof.
(e) In the event that Closing does not occur by the close of business on July 3, 2006, all funds received by the Company will be returned to the applicable Purchasers by wire transfer by July 7, 2006 and all Series E Preferred stock certificates received by the Company will be returned to the applicable Purchasers by July 10, 2006. All other closing documentation received by the Company from Purchasers will be destroyed.
Appears in 1 contract
Closing. (a) The closing (the "Closing") of the purchase and sale ------- of the Assets and the consummation of the other transactions contemplated by this Agreement Shares shall be closed (held at the ?Closing?) as soon as all offices of the conditions to closing set forth in Sections 7 and 8 can be reasonably satisfied, but in no event beyond February 28, 2005 (the "Closing Date"). If all of the conditions to closing set forth in Sections 7 and 8 below have not been satisfied or waived on or before the Closing Date, then either Buyer or Seller may terminate this Agreement by written notice to the other party, whereupon neither party shall have any obligation to consummate the transactions contemplated herein. The Closing Date may be extended by agreement of the parties. The Closing shall be consummated electronically and telephonically.
(a) At the Closing, Seller shall deliver or cause to be delivered to Buyer the following:
(i) documents reasonably acceptable to Buyer evidencing that Seller has the necessary corporate authority to enter into this Agreement and consummate the transactions contemplated herein, including without limitation, resolutions or minutes of the meeting of each of the Directors and Shareholders of Seller approving this Agreement;
(ii) an original assignment in the form of attached Exhibit ?A? (the ?Assignment?), duly executed by Seller;
(iii) an original ▇▇▇▇▇▇ of sale in the form of attached Exhibit ?B? (the ?& ▇▇▇▇▇▇ of Sale?)L.L.P., duly executed by Seller;
(iv) the original and all copies of the Documents, the Patent Application and the Trademark Application if applicable;
(v) the originals and all copies of the Contracts identified on Schedule 1.1(e), shall be attached to the Assignment; and
(vi) an executed non-disclosure agreement and assignment of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing Date.
(b) At the Closing, Buyer shall deliver or cause to be delivered to Seller irrevocable instructions (the ?Instructions?) to Sequiam?s transfer agent, duly executed on behalf of Sequiam, authorizing and instructing the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to Seller, in accordance with Section 2(d) below.
(c) All payments, documents, and instruments to be delivered on the Closing Date pursuant to this Agreement shall be regarded as having been delivered simultaneously, and no document or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived by the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) below.
(d) Upon Closing, Buyer shall deliver the Instructions to Sequiam?s transfer agent, and Sequiam?s transfer agent shall issue to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of receipt of the Instructions (the ?Certificate?). The Certificate shall contain the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that from the period beginning on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note in the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005.
(e) Upon Closing, Buyer shall be entitled to possession of all Assets, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum as set forth above and if such default is not cured within thirty (30) days of the due date for such payments of interest or principal, the entire principal sum and accrued interest shall at once become due and payable without notice at the option of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the Corporation.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with ▇▇. ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇, Houston, Texas at 10:00 a.m. on the third business day after the conditions to Closing set forth in Article 6 of this Agreement shall have been satisfied or with any key staff member waived (or such other date as the parties may mutually agree). The date on which the Closing occurs is referred to herein as the "Closing Date." All transactions at the Closing shall be of no further force and effect and that the buyer will undertake not deemed to employ these staff members for a period of two years following the terminationtake place simultaneously.
(hb) At the Closing,
(i) Each Seller shall deliver the certificates representing the Shares being purchased hereunder, indicating that Buyer is the registered owner thereof and dated the Closing Date. To the extent any transfer stamps are required under applicable law, each Seller shall, at its expense, obtain and affix such stamps to the foregoing certificates in the appropriate amounts and canceled as of the Closing Date.
(ii) Buyer shall pay the Purchase Price to each Seller (or any designee in writing of each Seller) by wire transfer of immediately available funds to a bank account designated by each Seller in writing not be entitled later than one business day prior to sell the Closing Date.
(iii) Each Seller shall pay all stock transfer Taxes (as defined in Section 2.7), recording fees (other than those relating to any financing of the assets acquired under this agreement until the entire Buyer obtained in connection herewith), and other sales, transfer, use, purchase price has been paid or similar Taxes, if any, relating to seller and the Note satisfied in fullsuch Seller's sale of Shares hereunder.
Appears in 1 contract
Sources: Stock Purchase Agreement (Chart House Enterprises Inc)
Closing. The purchase and sale of the Assets and the consummation of (a) Upon confirmation that the other transactions contemplated by this Agreement shall be closed (the ?Closing?) as soon as all of the conditions to closing set forth in Sections 7 and 8 can be reasonably satisfied, but in no event beyond February 28, 2005 (the "First Closing Date"). If all of the conditions to closing set forth in Sections 7 and 8 below specified herein have not been satisfied or duly waived on or before by the Closing DateInvestors, then either Buyer or Seller may terminate this Agreement by written notice to the other party, whereupon neither party shall have any obligation to consummate the transactions contemplated herein. The Closing Date may be extended by agreement of the parties. The Closing shall be consummated electronically and telephonically.
(a) At the Closing, Seller Company shall deliver to Lowenstein Sandler PC, in trust, a certificate or cause to be delivered to Buyer the following:
(i) documents reasonably acceptable to Buyer evidencing that Seller has the necessary corporate authority to enter into this Agreement and consummate the transactions contemplated hereincertificates, including without limitation, resolutions or minutes of the meeting of each of the Directors and Shareholders of Seller approving this Agreement;
(ii) an original assignment in the form of attached Exhibit ?A? (the ?Assignment?), duly executed by Seller;
(iii) an original regis▇▇▇▇▇ of sale in the form of attached Exhibit ?B? (the ?▇▇ ▇▇▇▇ ▇▇▇▇ or names as the Investors may designate, representing the Initial Shares and the Initial Warrants, with instructions that such certificates are to be held for release to the Investors only upon payment in full of Sale?)the Initial Purchase Price to the Company by all the Investors. Upon such receipt by Lowenstein Sandler PC of the certificates, duly executed each Investor shall prompt▇▇, ▇▇▇ ▇▇ ▇▇▇▇ ▇▇an one Business Day thereafter, cause a wire transfer in same day funds to be sent to the account of the Company as instructed in writing by Seller;
the Company, in an amount representing such Investor's pro rata portion of the Initial Purchase Price as set forth on the signature pages to this Agreement. On the date (ivthe "First Closing Date") the original and all copies of Company receives the DocumentsInitial Purchase Price, the Patent Application certificates evidencing the Initial Shares and the Trademark Application if applicable;
(v) the originals and all copies of the Contracts identified on Schedule 1.1(e), Initial Warrants shall be attached released to the Assignment; and
(vi) an executed non-disclosure agreement and assignment of inventions in the form of attached Exhibit ?C? Investors (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing Date.
(b) At the "First Closing, Buyer shall deliver or cause to be delivered to Seller irrevocable instructions (the ?Instructions?) to Sequiam?s transfer agent, duly executed on behalf of Sequiam, authorizing and instructing the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to Seller, in accordance with Section 2(d) below.
(c) All payments, documents, and instruments to be delivered on the Closing Date pursuant to this Agreement shall be regarded as having been delivered simultaneously, and no document or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived by the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) below.
(d) Upon Closing, Buyer shall deliver the Instructions to Sequiam?s transfer agent, and Sequiam?s transfer agent shall issue to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of receipt of the Instructions (the ?Certificate?"). The Certificate First Closing shall contain take place at the following legend: The securities represented by this certificate have not been registered under offices of Lowenstein Sandler PC, 1251 Avenue of the Securities Act of 1933Americas, as amended (the "ACT")18th Floor, New Y▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇0, or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and at such transfer is made in accordance with Rule 144. In the event that from the period beginning on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note in the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005.
(e) Upon Closing, Buyer shall be entitled to possession of all Assets, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum as set forth above and if such default is not cured within thirty (30) days of the due date for such payments of interest or principal, the entire principal sum and accrued interest shall at once become due and payable without notice at the option of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the Corporation.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with loca▇▇. ▇▇ ▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ the Investors shall mutually agree.
(b) Upon confirmation that the other conditions to the Second Closing specified herein have been satisfied or duly waived by the Investors, the Company shall deliver to Lowenstein Sandler PC, in trust, a certificate or certificates, regis▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ or names as the Investors may designate, representing the Remaining Shares and the Remaining Warrants, with any key staff member is instructions that such certificates are to be of no further force and effect and that held for release to the buyer will undertake not to employ these staff members for a period of two years following the termination.
(h) Buyer shall not be entitled to sell any Investors only upon payment in full of the assets acquired under Remaining Purchase Price to the Company by all the Investors. Upon such receipt by Lowenstein Sandler PC of the certificates, each Investor shall prompt▇▇, ▇▇▇ ▇▇ ▇▇▇▇ ▇▇an one Business Day thereafter, cause a wire transfer in same day funds to be sent to the account of the Company as instructed in writing by the Company, in an amount representing such Investor's pro rata portion of the Remaining Purchase Price as set forth on the signature pages to this agreement until Agreement. On the entire purchase price has been paid to seller date (the "Second Closing Date") the Company receives the Second Purchase Price, the certificates evidencing the Remaining Shares and the Note satisfied in full.Remaining Warrants shall be released to the Investors (the "Second Closing"
Appears in 1 contract
Closing. The purchase and sale closing (the "Closing") of the Assets transactions enumerated on Schedule 2.6 hereto (the "Recapitalization Transactions") and the consummation of the other transactions contemplated by this Agreement shall be closed (the ?Closing?) as soon as all of the conditions to closing set forth in Sections 7 and 8 can be reasonably satisfied, but in no event beyond February 28, 2005 (the "Closing Date"). If all of the conditions to closing set forth in Sections 7 and 8 below hereby that have not been satisfied or waived on or before the Closing Date, then either Buyer or Seller may terminate this Agreement by written notice consummated prior to the other party, whereupon neither party shall have any obligation to consummate the transactions contemplated herein. The Closing Date may be extended by agreement of the parties. The Closing such time shall be consummated electronically and telephonically.
(a) At held at the Closing, Seller shall deliver or cause to be delivered to Buyer the following:
(i) documents reasonably acceptable to Buyer evidencing that Seller has the necessary corporate authority to enter into this Agreement and consummate the transactions contemplated herein, including without limitation, resolutions or minutes offices of the meeting of each of the Directors and Shareholders of Seller approving this Agreement;
(ii) an original assignment in the form of attached Exhibit ?A? (the ?Assignment?), duly executed by Seller;
(iii) an original Kirk▇▇▇▇ of sale in the form of attached Exhibit ?B? (the ?& ▇lli▇, ▇▇3 ▇▇▇▇ of Sale?), duly executed by Seller;
(iv) the original and all copies of the Documents, the Patent Application and the Trademark Application if applicable;
(v) the originals and all copies of the Contracts identified on Schedule 1.1(e), shall be attached to the Assignment; and
(vi) an executed non-disclosure agreement and assignment of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing Date.
(b) At the Closing, Buyer shall deliver or cause to be delivered to Seller irrevocable instructions (the ?Instructions?) to Sequiam?s transfer agent, duly executed on behalf of Sequiam, authorizing and instructing the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to Seller, in accordance with Section 2(d) below.
(c) All payments, documents, and instruments to be delivered on the Closing Date pursuant to this Agreement shall be regarded as having been delivered simultaneously, and no document or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived by the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) below.
(d) Upon Closing, Buyer shall deliver the Instructions to Sequiam?s transfer agent, and Sequiam?s transfer agent shall issue to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of receipt of the Instructions (the ?Certificate?). The Certificate shall contain the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that from the period beginning on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note in the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005.
(e) Upon Closing, Buyer shall be entitled to possession of all Assets, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum as set forth above and if such default is not cured within thirty (30) days of the due date for such payments of interest or principal, the entire principal sum and accrued interest shall at once become due and payable without notice at the option of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the Corporation.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇ 10:00 a.m., local time, on January 28, 1999, or, if the conditions to Closing set forth in Sections 3.1.3 and 3.2.3 shall not have been satisfied or with any key staff member waived by such date, on the third business day following satisfaction of such conditions. The date on which the Closing shall occur is hereinafter referred to as the "Closing Date," and the Closing shall be deemed effective as of the close of business on the Closing Date. On the business day immediately preceding the Closing Date, New World and Transferors shall conduct a pre-Closing at the same location as the Closing, commencing at 10:00 a.m., local time, at which each party shall present for review by the other party copies in execution form of all documents required to be of no further force and effect and that delivered by such party at the buyer will undertake not to employ these staff members for a period of two years following the terminationClosing.
2.6.1 At the Closing, subject to and on the terms and conditions set forth in this Agreement including Schedule 2.6 hereto, (hi) Buyer an aggregate amount of $450,000,000 shall be delivered to Transferors by wire transfers to one or more bank accounts of Transferors designated in writing by HFC in immediately available funds, being the cash consideration to be paid to the Transferors pursuant to the Recapitalization Transactions as described on Schedule 2.6 hereto (the "Base Transaction Consideration"), (ii) New World shall cause and the Company shall deliver to Transferors (A) an opinion of Skadden, Arps, Slate, Meag▇▇▇ & ▇lom ▇▇▇ with respect to the matters set forth on Exhibit 2.6.1 hereto, (B) certified copies of resolutions duly adopted by New World's board of directors authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby, (C) certified copies of New World's certificate of incorporation and by-laws, (D) a certificate of the Secretary or an Assistant Secretary of New World as to the incumbency of the officer(s) of New World (who shall not be entitled such Secretary or Assistant Secretary) executing this Agreement and the Transitional Services Agreement and (E) a short-form certificate of good standing of New World, certified by the Secretary of State of New World's state of incorporation as of a date not more than three business days prior to sell any the Closing Date.
2.6.2 At the Closing, subject to and on the terms and conditions set forth in this Agreement, Transferors shall deliver or cause to be delivered to New World (A) certified copies of resolutions duly adopted by Transferors' boards of directors authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby as applicable, (B) certified copies of each Transferor's certificate of incorporation and bylaws, (C) a certificate of the assets acquired under Secretary or an Assistant Secretary of each Transferor as to the incumbency of the officer(s) of such Transferor (who shall not be such Secretary or Assistant Secretary) executing this agreement until the entire purchase price has been paid to seller Agreement and the Note satisfied in full.Transitional Services Agreement, (D) resignations of the directors and officers of the Subsidiaries effective as of the Closing, (E) a short-form certificate of good standing of each Transferor, certified by the Secretary of State of Delaware as of a date not more than three business days prior to the Closing Date, (F) evidence that the Reorganization Transactions shall have been consummated or will be consummated contemporaneous with the Closing and (G) an
Appears in 1 contract
Closing. The purchase and sale of the Assets and the consummation of the other transactions contemplated by this Agreement shall be closed (the ?Closing?) as soon as all of the conditions to closing set forth in Sections 7 and 8 can be reasonably satisfied, but in no event beyond February 28, 2005 (the "Closing DateClosing"). If all ) shall occur on the earlier of ------- August 30, 1996 or five (5) days after Buyer completes its title examinations, at 9:00 a.m. at the conditions to closing set forth in Sections 7 and 8 below have not been satisfied or waived on or before the Closing Date, then either Buyer or Seller may terminate this Agreement by written notice to the other party, whereupon neither party shall have any obligation to consummate the transactions contemplated herein. The Closing Date may be extended by agreement of the parties. The Closing shall be consummated electronically and telephonically.
(a) At the Closing, Seller shall deliver or cause to be delivered to Buyer the following:
(i) documents reasonably acceptable to Buyer evidencing that Seller has the necessary corporate authority to enter into this Agreement and consummate the transactions contemplated herein, including without limitation, resolutions or minutes of the meeting of each of the Directors and Shareholders offices of Seller approving this Agreement;
(ii) an original assignment in the form of attached Exhibit ?A? (the ?Assignment?), duly executed by Seller;
(iii) an original at ▇▇▇ ▇▇▇▇ of sale in the form of attached Exhibit ?B? (the ?▇▇▇▇ of Sale?), duly executed by Seller;
(iv) the original and all copies of the Documents, the Patent Application and the Trademark Application if applicable;
(v) the originals and all copies of the Contracts identified on Schedule 1.1(e), shall be attached to the Assignment; and
(vi) an executed non-disclosure agreement and assignment of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing Date.
(b) At the Closing, Buyer shall deliver or cause to be delivered to Seller irrevocable instructions (the ?Instructions?) to Sequiam?s transfer agent, duly executed on behalf of Sequiam, authorizing and instructing the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to Seller, in accordance with Section 2(d) below.
(c) All payments, documents, and instruments to be delivered on the Closing Date pursuant to this Agreement shall be regarded as having been delivered simultaneously, and no document or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived by the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) below.
(d) Upon Closing, Buyer shall deliver the Instructions to Sequiam?s transfer agent, and Sequiam?s transfer agent shall issue to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of receipt of the Instructions (the ?Certificate?). The Certificate shall contain the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that from the period beginning on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note in the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005.
(e) Upon Closing, Buyer shall be entitled to possession of all Assets, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum as set forth above and if such default is not cured within thirty (30) days of the due date for such payments of interest or principal, the entire principal sum and accrued interest shall at once become due and payable without notice at the option of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the Corporation.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with ▇▇. , ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other time and place as Seller and Buyer may mutually agree in writing (the "Closing Date"). At Closing the following shall occur:
(a) Seller shall execute, acknowledge and deliver, as appropriate, (i) an Assignment and ▇▇▇▇ or with any key staff member is of Sale substantially in the form and substance of Exhibit "D", attached hereto, and (ii) a Deed of Special Warranty substantially in the form and substance of Exhibit "E", attached hereto, covering all of the Interests to be sold pursuant hereto;
(b) Buyer shall deliver to Seller by wire transfer (i) the total Sale Price, plus interest accrued thereon, as provided in Paragraph 2, less (ii) the Deposit plus interest accrued thereon, as provided in Paragraph 3, subject to adjustments in accordance with this Agreement;
(c) Seller and Buyer shall execute and Seller shall file with the appropriate regulatory authorities all necessary forms concerning the change of no further force ownership and effect operatorship of the Interests;
(d) Seller shall, subject to the terms of any applicable operating agreements and to the provisions hereof, deliver to Buyer exclusive possession of the Interests, effective as of the Effective Time; however, Seller does not warrant or represent that Buyer will succeed it as operator where Seller presently operates under an operating agreement;
(e) Seller shall promptly after Closing provide Buyer the buyer will undertake original geological, geophysical, production, engineering and other technical data and records, and all contract, land, title, and lease records to the extent such records are in Seller's possession and relate to the Interests ("Records"), unless Seller cannot legally transfer such data or information due to employ these staff members for a period third party restrictions on Seller. Notwithstanding any provision to the contrary contained herein, Seller, or its employees, officers, owners and directors, may retain or use copies of two years following the terminationRecords without restriction; and
(f) Seller shall promptly after Closing prepare and mail all notices to third party working interest owners of the change of ownership.
(hg) Buyer shall not be entitled Seller will release any payments being held for oil and gas sales made subsequent to sell any of the assets acquired under this agreement until the entire purchase price has been paid to seller and the Note satisfied in fullEffective Time.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Petroleum Development Corp)
Closing. The purchase and sale of (a) Upon the Assets and Custodian's receipt from the consummation of Purchasers of, in the other transactions contemplated by this Agreement shall be closed (the ?Closing?) as soon as all of the conditions to closing set forth in Sections 7 and 8 can be reasonably satisfiedaggregate, but in no event beyond February 28, 2005 $15,000,000 into its escrow account (the "Closing DateESCROW ACCOUNT"). If all , together with each Purchaser's executed counterparts of this Agreement, the conditions to closing set forth in Sections 7 and 8 below have not been satisfied or waived on or before the Closing Date, then either Buyer or Seller may terminate this Agreement by written notice to the other party, whereupon neither party shall have any obligation to consummate the transactions contemplated herein. The Closing Date may be extended by agreement of the parties. The Closing shall be consummated electronically and telephonically.
(a) At the Closing, Seller shall deliver or cause to be delivered to Buyer the following:
(i) documents reasonably acceptable to Buyer evidencing that Seller has the necessary corporate authority to enter into this Purchase Agreement and consummate the transactions contemplated herein, including without limitation, resolutions or minutes of the meeting of each of the Directors and Shareholders of Seller approving this Registration Rights Agreement;
(ii) an original assignment in the form of attached Exhibit ?A? (the ?Assignment?), duly executed by Seller;
(iii) an original ▇▇▇▇ of sale in the form of attached Exhibit ?B? (the ?▇▇▇▇ of Sale?), duly executed by Seller;
(iv) the original and all copies of the Documents, the Patent Application Custodian shall telephonically advise the Company, or the Company's designated attorney or agent, of its receipt of such funds and the Trademark Application if applicable;
(v) the originals and all copies of the Contracts identified on Schedule 1.1(e), shall be attached to the Assignment; and
(vi) an executed non-disclosure agreement and assignment of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing Datesuch documents.
(b) At Wire transfers to the Closing, Buyer shall deliver or cause to be delivered to Seller irrevocable instructions (the ?Instructions?) to Sequiam?s transfer agent, duly executed on behalf of Sequiam, authorizing and instructing the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to Seller, in accordance with Section 2(d) below.
(c) All payments, documents, and instruments to be delivered on the Closing Date pursuant to this Agreement Custodian shall be regarded made as having been delivered simultaneously, and no document or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived by the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) below.
(d) Upon Closing, Buyer shall deliver the Instructions to Sequiam?s transfer agent, and Sequiam?s transfer agent shall issue to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of receipt of the Instructions (the ?Certificate?). The Certificate shall contain the following legendfollows: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that from the period beginning on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note in the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005.
(e) Upon Closing, Buyer shall be entitled to possession of all Assets, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum as set forth above and if such default is not cured within thirty (30) days of the due date for such payments of interest or principal, the entire principal sum and accrued interest shall at once become due and payable without notice at the option of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the Corporation.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with STERLING NATIONAL BANK ▇▇. ▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Account Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or with any key staff member is LLP ABA ROUTING NO: ▇▇▇▇▇▇▇▇▇ ACCT NO: ▇▇▇▇▇▇▇▇▇▇ Remark: CPCT/[FUND NAME]
(c) The Company, upon receipt of the telephonic notice described in Section 1(a) above, shall deliver to the Custodian the certificates representing the Debentures and the Warrants to be issued to each Purchaser at the Closing together with:
(i) a counterpart of no further force and effect and the Registration Rights Agreement, duly executed by the Company;
(ii) the executed legal opinion of Company Counsel;
(iii) a counterpart of the Purchase Agreement, duly executed by the Company; and
(iv) a counterpart of this Agreement, duly executed by the Company.
(d) In the event that the buyer will undertake foregoing items have not been delivered to employ these staff members the Custodian by the Company within five (5) Trading Days after the Custodian has received all of the Subscription Amounts (net of any permitted deductions pursuant to the Purchase Agreement), then each Purchaser shall have an independent and separate right to demand and receive the return of its Subscription Amount.
(e) Once the Custodian receives all of the items required to be delivered hereunder, it shall wire the gross proceeds raised pursuant to the Purchase Agreement per the written instructions of the Company less the balance of $10,000,000 (the "SECURED PROCEEDS") which shall be initially transferred into a separate non-interest bearing custodian deposit account of the Custodian (the "CUSTODIAN ACCOUNT"). Thereafter, the Custodian Account shall be maintained by the Custodian in accordance with the terms of this Agreement and may be invested in an interest-bearing government securities or commercial money market fund made available by the Custodian's bank or as otherwise directed in a writing executed by the Company and the Purchaser Representative. The Custodian, by its execution and delivery of this Agreement, hereby agrees to accept receipt of the Secured Proceeds and to hold such proceeds for a period the benefit of two years following the terminationPurchasers, as secured parties.
(f) After transferring the Secured Proceeds into the Custodian Account, the Custodian shall then arrange to have originals or counterpart originals of the Purchase Agreement, the Warrants, the Debentures, the Registration Rights Agreement, this Agreement and the opinion of counsel delivered to the appropriate parties.
(g) The Custodian shall hold the Secured Proceeds in the Custodian Account, for the benefit of each Purchaser, and not release such proceeds except as provided herein. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, AS TO ANY PURCHASER, THE CUSTODIAN SHALL ONLY RELEASE FUNDS TO THE COMPANY OR A PURCHASER UNDER THIS AGREEMENT TO THE EXTENT ALL SUCH RELEASES ON ACCOUNT OF SUCH PURCHASER, IN THE AGGREGATE, DO NOT EXCEED 66.66% OF THE ORIGINAL PRINCIPAL AMOUNT OF DEBENTURES PURCHASED BY SUCH PURCHASER PURSUANT TO THE PURCHASE AGREEMENT PLUS ACCRUED INTEREST.
(h) Buyer shall not be entitled to sell any The Purchasers hereby appoint the Purchaser Representative as the representative of the assets acquired under Purchasers to act on behalf of all of the Purchasers with respect to the release of funds pursuant to this agreement until the entire purchase price has been paid to seller and the Note satisfied in fullAgreement.
Appears in 1 contract
Sources: Securities Purchase Agreement (Composite Technology Corp)
Closing. (a) The purchase and closing of the sale of the Assets and FRES Affiliates Interest pursuant to Sections 11.1 or 11.2 shall take place 45 Business Days from the date the Call Notice or the Put Notice is given, as the case may be (or if such date is not a Business Day, the next succeeding Business Day), (but not before any waiting period under the HSR Act applicable to the consummation of the other transactions contemplated by this Agreement Article 11 shall be closed have expired or been terminated and the date of the determination of Measured Earnings pursuant to Section 11.3) (the ?Closing?“Option Closing Date”), at 10:00 a.m. (local time) at the principal office of the Partnership, or at such other time and location as soon as Dolphin and AMRM may mutually determine. At the closing, (i) Dolphin and FEP and all of the conditions direct and indirect, beneficial and record owners of interests in Dolphin and FEP (unless otherwise consented to closing by AMRM) shall execute and deliver to AMRM, or its designee or designees, a Transfer Agreement in the form of Exhibit E (the “Transfer Agreement”) and (ii) AMRM shall pay to Dolphin and FRES an aggregate amount equal to the Option Price, in cash by wire transfer or other immediately available funds.
(b) AMRM or its designee or designees shall not be required to purchase the FRES Affiliates Interest pursuant to the exercise of the Call Option after the Call Option has been exercised if : (i) there has been a Material Adverse Change after the date of the Call Notice (other than a Material Adverse Change caused by an event specified in Sections 11.2(b) or (c)); (ii) any representation or warranty set forth in Sections 7 the Representation Agreement, the certificate delivered pursuant to Section 11.1 or the Transfer Agreement is not true and 8 can correct or cannot be made; (iii) if any FRES Affiliate has materially violated any material provision of this Agreement, the Management Agreement or the Contribution Agreement, and such violation is not rectified or cured to the reasonable satisfaction of AMRM within 30 days after notice thereof to such FRES Affiliate containing reasonably satisfiedspecific details of such violation and describing necessary corrective action, but if possible to rectify or cure such violation; (iv) if any FRES Affiliate has not obtained any consent or approval under any agreement, or other instrument to which it or the Partnership is a party or is otherwise subject or with respect to any license, permit or certificate of need, in no event beyond February 28, 2005 (each case which would prohibit the "Closing Date"). If all consummation of the conditions transactions contemplated by this Article 11 or the continuation of the business of the Partnership after such purchase, or which would be subject to closing cancellation, termination or acceleration, (except for such failure to obtain consents or approvals that would not, individually or in the aggregate, have a material adverse effect on the business, assets, financial condition or results of operations of the Partnership) or under which the Partnership would suffer the loss of any material right or benefit or the imposition of any material penalties or other remedies as a result of such purchase or the continuation of the business after such purchase; or (v) Dolphin and FEP fail to deliver on or prior to the Option Closing Date to American and AMRM and its designee or designees an opinion of counsel satisfactory to AMRM in substantially the form of Exhibit F in form and substance satisfactory to AMRM.
(c) AMRM or its designee or designees shall not be required to purchase the FRES Affiliates Interest pursuant to the exercise of the Put Option after the Put Option has been exercised if: (i) there has been a Material Adverse Change before, on or after the date of the Put Notice (other than a Material Adverse Change caused by an event specified in Sections 11.2(b) or (c)); (ii) any representation or warranty set forth in Sections 7 the Representation Agreement or the Transfer Agreement is not true and 8 below correct or cannot be made; (iii) if any FRES Affiliate has materially violated any material provision of this Agreement, the Management Agreement or the Contribution Agreement, and such violation is not rectified or cured to the reasonable satisfaction of AMRM within 30 days after notice thereof to such FRES Affiliate containing reasonably specific details of such violation and describing necessary corrective action, if possible to rectify or cure such violation; (iv) if any FRES Affiliate has not obtained any consent or approval under any agreement, or other instrument to which it or the Partnership is a party or is otherwise subject or with respect to any license, permit or certificate of need, in each case which would prohibit the consummation of the transactions contemplated by this Article 11 or the continuation of the business of the Partnership after such purchase, or which would be subject to cancellation, termination or acceleration, (except for such failure to obtain consents or approvals that would not, individually or in the aggregate, have not been satisfied a material adverse effect on the business, assets, financial condition or waived results of operation of the Partnership) or under which the Partnership would suffer the loss of any material right or benefit or the imposition of any material penalties or other remedies as a result of such purchase or the continuation of the business after such purchase; or (v) Dolphin and FEP fail to deliver on or before the Closing Date, then either Buyer or Seller may terminate this Agreement by written notice prior to the other partyOption Closing Date to American and AMRM and its designee or designees an opinion of counsel reasonably satisfactory to AMRM, whereupon neither party in substantially the form of Exhibit F in form and substance reasonably satisfactory to AMRM.
(d) No Person shall have any obligation be required to consummate the transactions contemplated herein. The Closing Date may be extended by agreement of the parties. The Closing shall be consummated electronically and telephonically.
(a) At the Closing, Seller shall deliver or cause to be delivered to Buyer the following:
this Article 11 if : (i) documents reasonably acceptable any waiting period applicable to Buyer evidencing that Seller has the necessary corporate authority to enter into this Agreement and consummate consummation of the transactions contemplated herein, including without limitation, resolutions by this Article 11 has not expired or minutes of the meeting of each of the Directors and Shareholders of Seller approving this Agreement;
been terminated; or (ii) an original assignment in any temporary restraining order, preliminary or permanent injunction or other order issued by any court or other legal restraint prohibiting the form of attached Exhibit ?A? (the ?Assignment?), duly executed by Seller;
(iii) an original ▇▇▇▇ of sale in the form of attached Exhibit ?B? (the ?▇▇▇▇ of Sale?), duly executed by Seller;
(iv) the original and all copies consummation of the Documents, the Patent Application and the Trademark Application if applicable;
(v) the originals and all copies transactions contemplated by this Article 11 shall be in effect or any proceeding seeking any of the Contracts identified on Schedule 1.1(e), foregoing shall be attached to pending or the Assignment; and
(vi) an executed non-disclosure agreement and assignment consummation of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed transactions contemplated by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing Date.
(b) At the Closing, Buyer shall deliver or cause to be delivered to Seller irrevocable instructions (the ?Instructions?) to Sequiam?s transfer agent, duly executed on behalf of Sequiam, authorizing and instructing the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to Seller, in accordance with Section 2(d) below.
(c) All payments, documents, and instruments to be delivered on the Closing Date pursuant to this Agreement Article 11 shall be regarded as having been delivered simultaneouslyillegal under any action, and no document statute, rule, regulation or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived by the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) below.
(d) Upon Closing, Buyer shall deliver the Instructions to Sequiam?s transfer agent, and Sequiam?s transfer agent shall issue to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of receipt of the Instructions (the ?Certificate?). The Certificate shall contain the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that from the period beginning on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note in the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005order.
(e) Upon Closing, Buyer Any Person who is to acquire a limited partnership interest in the Partnership pursuant to this Article 11 shall be entitled admitted as a substitute limited partner to possession the Partnership and the transferor of all Assetssuch interest shall withdraw as a Partner and, effective upon such withdrawal, the transferor shall not have any interest in the Partnership or any profits or assets of the Partnership and the Partners hereby consent to such admission and withdrawal. Any Person who is to acquire a general partnership interest in the Partnership pursuant to this Article 11 shall be admitted as a general partner of the Partnership and immediately thereafter the transferor of such interest shall withdraw as a Partner and, effective upon such withdrawal, the transferor shall not have any interest in the Partnership or any profits or assets of the Partnership and the Partners hereby consent to such admission and withdrawal. Each FRES Affiliate agrees that it will execute, and Seller shall provide Buyer reasonable access will causes its stockholders or other holders of equity interests in it, to all execute and deliver such additional documents and instruments as may be reasonably necessary to effect the sale of Seller?s facilities for the FRES Affiliates Interest and its withdrawal as a reasonable time following Closing to obtain possession Partner of all Assetsthe Partnership as contemplated by this Article 11.
(f) Each FRES Affiliate and AMRM will use its reasonable efforts to obtain prior to the Option Closing Date, all consents and approvals under any agreement, or other instrument to which it or the Partnership is a party or is otherwise subject and with respect to any license, permit or certificate of need, in each case which would prohibit the purchase of the FRES Affiliates Interest contemplated hereby or the continuation of the business of the Partnership after such purchase, which would be subject to cancellation, termination or acceleration, or under which the Partnership would suffer the loss of any right or benefit or the imposition of any penalties or other remedies on the Partnership as a result of such purchase or the continuation of the business of the Partnership after such purchase. If the undersigned defaults in paying principal sum as set forth above and if any such default consent or approval is not cured within thirty (30) days obtained, and AMRM elects to purchase the FRES Affiliates Interest, at the request of AMRM Dolphin and FEP will assign, on the Option Closing Date, all of their right to the profits and losses and distributions from the Partnership to AMRM, or its designee, the Transfer Agreement shall be modified to describe such transaction, and Dolphin and FEP shall continue as Partners of the due date for Partnership until such payments of interest consent or principalapproval is obtained, at which time they shall withdraw as a Partner. To the fullest extent permitted by applicable law, the entire principal sum and accrued interest Partnership shall at once become due and payable without notice at indemnify FEP for any action or omission taken by it as General Partner upon the option written instructions of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntaryAMRM, or an effective special resolution is passed for the deregistration of the Corporationits designee, after such interest in such profits and losses and distributions are assigned to AMRM or such designee.
(g) If this agreement On or before the Option Closing Date, FEP, Dolphin, the Partnership and AMRM will use their reasonable efforts to have each FRES Affiliate released from any personal guarantee of indebtedness for money borrowed by the Partnership and in the event that such release is terminated for not obtained with respect to any reason whatsoeverPrincipal, that any employment agreement signed with ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ or with any key staff member is to be of no further force and effect and that the buyer will undertake not to employ these staff members for a period of two years following the termination.
(h) Buyer shall not be entitled to sell any of the assets acquired under this agreement until the entire purchase price has been paid to seller AMRM and the Note satisfied in fullPartnership will indemnify such FRES Affiliate from all losses, damages, claims and actions on account of such guarantee.
Appears in 1 contract
Closing. The purchase and sale of the Assets and the consummation of the other transactions contemplated by this Agreement shall be closed (the ?Closing?) as soon as all of the conditions to closing set forth in Sections 7 and 8 can be reasonably satisfied, but in no event beyond February 28, 2005 (the "Closing DateClosing"). If all ) of the conditions to closing set forth in Sections 7 sale and 8 below have not been satisfied or waived on or before the Closing Date, then either Buyer or Seller may terminate this Agreement by written notice to the other party, whereupon neither party shall have any obligation to consummate the transactions contemplated herein. The Closing Date may be extended by agreement purchase of the parties. The Closing Shares shall be consummated electronically and telephonically.
(a) At take place at the Closing, Seller shall deliver or cause to be delivered to Buyer the following:
(i) documents reasonably acceptable to Buyer evidencing that Seller has the necessary corporate authority to enter into this Agreement and consummate the transactions contemplated herein, including without limitation, resolutions or minutes offices of the meeting of each of the Directors and Shareholders of Seller approving this Agreement;
(ii) an original assignment in the form of attached Exhibit ?A? (the ?Assignment?), duly executed by Seller;
(iii) an original ▇▇▇▇ of sale in the form of attached Exhibit ?B? (the ?▇▇▇▇ of Sale?), duly executed by Seller;
(iv) the original and all copies of the Documents, the Patent Application and the Trademark Application if applicable;
(v) the originals and all copies of the Contracts identified on Schedule 1.1(e), shall be attached to the Assignment; and
(vi) an executed non-disclosure agreement and assignment of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing Date.
(b) At the Closing, Buyer shall deliver or cause to be delivered to Seller irrevocable instructions (the ?Instructions?) to Sequiam?s transfer agent, duly executed on behalf of Sequiam, authorizing and instructing the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to Seller, in accordance with Section 2(d) below.
(c) All payments, documents, and instruments to be delivered on the Closing Date pursuant to this Agreement shall be regarded as having been delivered simultaneously, and no document or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived by the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) below.
(d) Upon Closing, Buyer shall deliver the Instructions to Sequiam?s transfer agent, and Sequiam?s transfer agent shall issue to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of receipt of the Instructions (the ?Certificate?). The Certificate shall contain the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that from the period beginning on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note in the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005.
(e) Upon Closing, Buyer shall be entitled to possession of all Assets, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum as set forth above and if such default is not cured within thirty (30) days of the due date for such payments of interest or principal, the entire principal sum and accrued interest shall at once become due and payable without notice at the option of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the Corporation.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with ▇▇. ▇, Will & ▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇, at 10:00 A.M., as promptly as practicable (and in any event no later than the third business day) after the satisfaction or waiver of all the conditions set forth in Sections 4 and 5 hereof (other than those conditions that will be satisfied at or concurrent with any key staff member is the Closing), or at such other time, date or place as a Majority in Interest of the Investors and the Company may agree (the date upon which the Closing occurs, the "Closing Date"). At the Closing, the Company will deliver to each Investor a stock certificate issued in such Investor's name representing the number of Shares to be of no further force and effect and that the buyer will undertake not to employ these staff members for a period of two years following the termination.
(h) Buyer shall not be entitled to sell any purchased by such Investor hereunder against payment of the assets acquired under Purchase Price therefor in immediately available funds by or on behalf of the Investor to the Company. In the event that this agreement until the entire purchase price Agreement has been paid terminated with respect to seller any Investor pursuant to Section 8.1(e) or any Investor fails to perform its obligations at Closing (a "Terminated Investor"), ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇-▇▇▇▇▇ may, within ten business days from the date the Company gives written notice of such termination to the Investor and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇-▇▇▇▇▇ (the "Ten Day Cure Period"), designate a Person or Persons (each a "Substitute Investor") to purchase the Shares allocated to such Investor, and upon such Substitute Investor agreeing in writing to purchase such allocated Shares and be bound by the terms hereof, such Substitute Investor shall become a party to this Agreement as if he were an original Investor and the Note satisfied in fullCompany shall issue such allocated Shares to such Substitute Investor. The parties hereto acknowledge and agree that Annex A shall updated from time to time between the date hereof and the Closing to replace any Terminated Investors with Substitute Investors and to include Permitted Assignees (as defined herein) of any Investor. All transactions occurring at the Closing shall be deemed to have occurred simultaneously, and no one transaction shall be deemed to be complete until all transactions are complete.
Appears in 1 contract
Closing. 3.1 The consummation of the purchase and sale of the Assets Preferred Shares and the consummation of the other transactions contemplated by this Agreement shall be closed Transactions (the ?“Closing?”) as soon as all shall take place at the offices of the conditions to closing set forth in Sections 7 and 8 can be reasonably satisfied, but in no event beyond February 28, 2005 (the "Closing Date"). If all of the conditions to closing set forth in Sections 7 and 8 below have not been satisfied or waived on or before the Closing Date, then either Buyer or Seller may terminate this Agreement by written notice to the other party, whereupon neither party shall have any obligation to consummate the transactions contemplated herein. The Closing Date may be extended by agreement of the parties. The Closing shall be consummated electronically and telephonically.
(a) At the Closing, Seller shall deliver or cause to be delivered to Buyer the following:
(i) documents reasonably acceptable to Buyer evidencing that Seller has the necessary corporate authority to enter into this Agreement and consummate the transactions contemplated herein, including without limitation, resolutions or minutes of the meeting of each of the Directors and Shareholders of Seller approving this Agreement;
(ii) an original assignment in the form of attached Exhibit ?A? (the ?Assignment?), duly executed by Seller;
(iii) an original ▇▇▇▇▇▇▇▇▇ of sale in the form of attached Exhibit ?B? (the ?▇▇▇▇ of Sale?), duly executed by Seller;
(iv) the original and all copies of the Documents, the Patent Application and the Trademark Application if applicable;
(v) the originals and all copies of the Contracts identified on Schedule 1.1(e), shall be attached to the Assignment; and
(vi) an executed non-disclosure agreement and assignment of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing Date.
(b) At the Closing, Buyer shall deliver or cause to be delivered to Seller irrevocable instructions (the ?Instructions?) to Sequiam?s transfer agent, duly executed on behalf of Sequiam, authorizing and instructing the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to Seller, in accordance with Section 2(d) below.
(c) All payments, documents, and instruments to be delivered on the Closing Date pursuant to this Agreement shall be regarded as having been delivered simultaneously, and no document or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived by the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) below.
(d) Upon Closing, Buyer shall deliver the Instructions to Sequiam?s transfer agent, and Sequiam?s transfer agent shall issue to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of receipt of the Instructions (the ?Certificate?). The Certificate shall contain the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that from the period beginning on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note in the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005.
(e) Upon Closing, Buyer shall be entitled to possession of all Assets, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum as set forth above and if such default is not cured within thirty (30) days of the due date for such payments of interest or principal, the entire principal sum and accrued interest shall at once become due and payable without notice at the option of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the Corporation.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ or with any key staff member ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, LLP, at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ at 10:00 a.m. (local time), as soon as practicable, but, subject to Section 3.2, no later than the date that is to be of no further force and effect and that the buyer will undertake not to employ these staff members for a period of two years (2) business days following the terminationsatisfaction or waiver (to the extent permitted by applicable Law) of the conditions set forth in Sections 6 and 7, or at such other time and place as the Company and the Investor shall mutually agree in writing (the “Closing Date”). At the Closing, the Company shall deliver to the Investor certificates representing that number of Preferred Shares set forth in Section 2 in exchange for the Purchase Price (the payment of the Cash Consideration by wire transfer of immediately available funds to an account designated by the Company in advance of the Closing Date and the transfer and delivery of the Share Consideration).
3.2 Notwithstanding the first sentence of Section 3.1, prior to the Closing, the Investor, by written notice delivered to the Company in accordance with Section 10.9 (h) Buyer a “Delay Notice”), shall not be entitled have the right from time to sell any time to delay the parties’ obligations to close the purchase and sale of the assets acquired under this agreement until Preferred Shares hereunder (which obligation shall be subject to the entire satisfaction or waiver of the conditions set forth in Sections 6 and 7, as applicable, on the Delayed Closing Date) to a date specified in such Delay Notice, but in no event later than the three-month anniversary of the date of the IL Trigger Event (or, if such three month anniversary is not a business day, the next succeeding business day) (the latest date to which the Investor shall have so delayed such obligations, the “Delayed Closing Date”).
3.3 Following the delivery of a Delay Notice, subject to the satisfaction or waiver (to the extent permitted by applicable Law) of the conditions set forth in Sections 6 and 7, the consummation of the purchase price has been paid to seller and sale of the Preferred Shares and the Note satisfied other Transactions shall take place on the Delayed Closing Date or at such other time as the Company and the Investor shall mutually agree in fullwriting (and, unless the context otherwise requires, all references in this Agreement to the Closing Date shall refer to the Delayed Closing Date or such other agreed date on which the Closing shall occur).
Appears in 1 contract
Sources: Securities Purchase Agreement (Synchronoss Technologies Inc)
Closing. The purchase and sale closing of the Assets sale and purchase of the consummation Purchased PPA Stock and of the other transactions contemplated by this Agreement shall be closed Contemplated Transactions (the ?“Closing?”) as soon as all shall take place at the offices of the conditions to closing set forth in Sections 7 and 8 can be reasonably satisfied, but in no event beyond February 28, 2005 (the "Closing Date"). If all of the conditions to closing set forth in Sections 7 and 8 below have not been satisfied or waived on or before the Closing Date, then either Buyer or Seller may terminate this Agreement by written notice to the other party, whereupon neither party shall have any obligation to consummate the transactions contemplated herein. The Closing Date may be extended by agreement of the parties. The Closing shall be consummated electronically and telephonically.
(a) At the Closing, Seller shall deliver or cause to be delivered to Buyer the following:
(i) documents reasonably acceptable to Buyer evidencing that Seller has the necessary corporate authority to enter into this Agreement and consummate the transactions contemplated herein, including without limitation, resolutions or minutes of the meeting of each of the Directors and Shareholders of Seller approving this Agreement;
(ii) an original assignment in the form of attached Exhibit ?A? (the ?Assignment?), duly executed by Seller;
(iii) an original ▇▇▇▇▇▇▇▇▇▇▇ of sale in the form of attached Exhibit ?B? (the ?& ▇▇▇▇▇▇▇▇ of Sale?)LLP, duly executed by Seller;
(iv) the original and all copies of the Documents, the Patent Application and the Trademark Application if applicable;
(v) the originals and all copies of the Contracts identified on Schedule 1.1(e), shall be attached to the Assignment; and
(vi) an executed non-disclosure agreement and assignment of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing Date.
(b) At the Closing, Buyer shall deliver or cause to be delivered to Seller irrevocable instructions (the ?Instructions?) to Sequiam?s transfer agent, duly executed on behalf of Sequiam, authorizing and instructing the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to Seller, in accordance with Section 2(d) below.
(c) All payments, documents, and instruments to be delivered on the Closing Date pursuant to this Agreement shall be regarded as having been delivered simultaneously, and no document or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived by the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) below.
(d) Upon Closing, Buyer shall deliver the Instructions to Sequiam?s transfer agent, and Sequiam?s transfer agent shall issue to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of receipt of the Instructions (the ?Certificate?). The Certificate shall contain the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that from the period beginning on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note in the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005.
(e) Upon Closing, Buyer shall be entitled to possession of all Assets, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum as set forth above and if such default is not cured within thirty (30) days of the due date for such payments of interest or principal, the entire principal sum and accrued interest shall at once become due and payable without notice at the option of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the Corporation.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with ▇▇. ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ or with any key staff member is to be of no further force and effect and that ▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, at 10:00 a.m. on the buyer will undertake not to employ these staff members for a period of two years third business day following the termination.satisfaction (or written waiver) of the conditions precedent set forth in Section 7 of this Agreement, or at such other place, date and time as the parties hereto may agree in writing (the “Closing Date”). At the Closing, the following shall occur:
(ha) Seller shall deliver to Buyer, free and clear of any Liens, the Purchased PPA Stock, together with one or more certificates representing all of the Purchased PPA Stock, duly endorsed in blank or accompanied by appropriate instruments of transfer duly executed in blank, and bearing or accompanied by all requisite transfer stamps;
(b) Buyer shall not be entitled pay the Purchase Price to sell any Seller for the Purchased PPA Stock so delivered by Seller by wire transfer of immediately available funds to the account by Seller designated in writing at least two (2) business days prior to the Closing Date;
(c) The Conversion shall occur in accordance with the terms of the assets acquired under this agreement until DLLCA, the entire purchase price has been paid to seller DGCL and the Note satisfied Conversion Certificates, and the Company, Buyer and Seller shall execute and deliver an operating agreement in fullthe form of the Company Operating Agreement, with the result, inter alia, that each then outstanding share of PPA Stock will be converted into 540.22125 Class A Units and 709.77875 Class B Units;
(d) Buyer shall contribute the Class C Contribution to the Company by wire transfer of immediately available funds to the account of the Company designated in writing at least two (2) business days prior to the Closing Date; and
(e) The Company shall issue and deliver to Buyer the Class C Units, free and clear of any Liens, together with a certificate representing the same. The events described in paragraphs (a) and (b) preceding shall take place simultaneously with each other and immediately prior to the Conversion, which shall be immediately followed by the events described in paragraphs (d) and (e) preceding; provided, however, that all of the foregoing shall together constitute the Closing and no such event shall be deemed to have occurred unless all shall have occurred.
Appears in 1 contract
Closing. The (a) Subject to the terms and conditions of this Agreement, the sale and purchase and sale of the Assets and the consummation of the other transactions Shares contemplated by this Agreement hereby shall be closed take place at a closing (the ?Closing?"CLOSING") as soon as all at 10:00 a.m., local time, on the fifth Business Day after the satisfaction of the conditions to closing set forth in Sections 7 Article VIII, at the offices of ▇▇▇▇▇▇, ▇▇▇▇▇ & Bockius LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other time or on such other date or at such other place as the Seller and 8 can be reasonably satisfied, but the Purchaser may mutually agree upon in no event beyond February 28, 2005 writing (the date on which the Closing takes place being the "Closing DateCLOSING DATE"). If all of the conditions to closing set forth in Sections 7 and 8 below have not been satisfied or waived on or before the Closing Date, then either Buyer or Seller may terminate this Agreement by written notice to the other party, whereupon neither party shall have any obligation to consummate the transactions contemplated herein. The Closing Date may be extended by agreement of the parties. The Closing shall be consummated electronically and telephonically.
(ab) At the Closing, the Seller shall deliver or cause to be delivered to Buyer the followingPurchaser stock certificates evidencing the Shares duly endorsed in blank or accompanied by stock powers duly executed in blank, in proper form for transfer, with all required stock transfer tax stamps affixed or provided for.
(c) The Provisional Purchase Price shall be payable by the Purchaser to the Seller on the Closing Date as follows:
(i) documents reasonably acceptable $71,750,000 (the "CLOSING PAYMENT") by wire transfer (to Buyer evidencing that an account designated by the Seller has in writing at least three (3) Business Days prior to Closing), bank check, certified check or any other instrument agreed to by the necessary corporate authority to enter into this Agreement Purchaser and consummate the transactions contemplated herein, including without limitation, resolutions or minutes of the meeting of each of the Directors and Shareholders of Seller approving this Agreement;in advance; and
(ii) an original assignment A promissory note of the Purchaser (the "CLOSING NOTE") in the initial principal amount of $20,750,000 (the "INITIAL CLOSING NOTE PRINCIPAL"), which shall be subject to adjustment as provided in Section 2.04 hereof. The Closing Note shall have terms and provisions consistent with Section 2.04 hereof and shall be subordinated to all amounts due and owing under Purchaser's loan agreement with First Chicago under subordination terms satisfactory to First Chicago. The parties shall mutually agree to the form of attached Exhibit ?A? (the ?Assignment?), duly executed by Seller;
(iii) an original ▇▇▇▇ of sale in Closing Note within 20 Business Days after the date hereof and Purchaser shall promptly thereafter submit the form of attached Exhibit ?B? (Closing Note to First Chicago for its approval and will use all commercially reasonable efforts to obtain such approval within 60 days after the ?▇▇▇▇ of Sale?), duly executed by Seller;
(iv) the original and all copies of the Documents, the Patent Application and the Trademark Application if applicable;
(v) the originals and all copies of the Contracts identified on Schedule 1.1(e), shall be attached to the Assignment; and
(vi) an executed non-disclosure agreement and assignment of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing Datedate hereof.
(bd) At the Closing, Buyer shall deliver or cause to be delivered to Seller irrevocable instructions (the ?Instructions?) to Sequiam?s transfer agent, duly executed on behalf of Sequiam, authorizing and instructing the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to Seller, in accordance with Section 2(d) below.
(c) All payments, documents, and instruments to be delivered on the Closing Date pursuant to this Agreement shall be regarded as having been delivered simultaneously, and no document or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived by the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) below.
(d) Upon Closing, Buyer shall deliver the Instructions to Sequiam?s transfer agent, and Sequiam?s transfer agent shall issue to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of receipt of the Instructions (the ?Certificate?). The Certificate shall contain the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that from the period beginning on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer Purchaser shall deliver to Seller $100,000 each other the opinions, certificates and other documents described in cash together with a Promissory note in the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005Article VIII hereof.
(e) Upon Closing, Buyer shall be entitled to possession of all Assets, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum as set forth above and if such default is not cured within thirty (30) days of the due date for such payments of interest or principal, the entire principal sum and accrued interest shall at once become due and payable without notice at the option of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the Corporation.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ or with any key staff member is to be of no further force and effect and that the buyer will undertake not to employ these staff members for a period of two years following the termination.
(h) Buyer shall not be entitled to sell any of the assets acquired under this agreement until the entire purchase price has been paid to seller and the Note satisfied in full.
Appears in 1 contract
Sources: Stock Purchase Agreement (White Mountains Insurance Group Inc)
Closing. The purchase and sale closing ("Closing") of the Assets and the consummation of the other transactions transaction ------- contemplated by this Agreement shall be closed on a date and at such time as the parties may agree (the ?Closing?) as soon as all of the conditions to closing set forth in Sections 7 and 8 can be reasonably satisfied, but in no event beyond February 28, 2005 (the "Closing Date"). If all ) but not later than July 6, 2004, subject to the right of the conditions Company or Battle Mountain to closing set forth in Sections 7 and 8 below have not been satisfied or waived on or before the Closing Date, then either Buyer or Seller may terminate this Agreement by written notice to the other party, whereupon neither party shall have any obligation to consummate the transactions contemplated herein. The extend such Closing Date may be extended by agreement up to an additional ten (10) days. Such Closing shall take place at a mutually agreeable time and place. At Closing, or immediately thereafter, the following will occur: a) The Battle Mountain Shareholders shall surrender the certificates evidencing at least 80% of the parties. shares of Battle Mountain stock, duly endorsed with Medallion Guaranteed stock powers so as to make the Company the sole owner thereof; b) The Closing shall be consummated electronically Company will issue and telephonically.
(adeliver up to 11,640,000 newly issued Post-Split treasury shares of the Company's Common Stock in the name of the Battle Mountain Shareholders in accordance with this Agreement; c) At Prior to the Closing, Seller shall deliver or cause to be delivered to Buyer the following:
(i) documents reasonably acceptable to Buyer evidencing that Seller has the necessary corporate authority to enter into this Agreement Nikoloas Bekropoulos and consummate the transactions contemplated herein, including without limitation, resolutions or minutes of the meeting of each of the Directors and Shareholders of Seller approving this Agreement;
(ii) an original assignment in the form of attached Exhibit ?A? (the ?Assignment?), duly executed by Seller;
(iii) an original ▇Philip Stanley Taneda resig▇▇▇ of sale in the form of attached Exhibit ?B? (the ?▇▇▇▇ of Sale?), duly executed by Seller;
(iv) the original and all copies of the Documents, the Patent Application and the Trademark Application if applicable;
(v) the originals and all copies of the Contracts identified on Schedule 1.1(e), shall be attached to the Assignment; and
(vi) an executed non-disclosure agreement and assignment of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing Date.
(b) At the Closing, Buyer shall deliver or cause to be delivered to Seller irrevocable instructions (the ?Instructions?) to Sequiam?s transfer agent, duly executed on behalf of Sequiam, authorizing and instructing the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to Seller, in accordance with Section 2(d) below.
(c) All payments, documents, and instruments to be delivered on the Closing Date pursuant to this Agreement shall be regarded as having been delivered simultaneously, and no document or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived by the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) below.
(d) Upon Closing, Buyer shall deliver the Instructions to Sequiam?s transfer agent, and Sequiam?s transfer agent shall issue to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of receipt of the Instructions (the ?Certificate?). The Certificate shall contain the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that from the period beginning on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note in the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005.
(e) Upon Closing, Buyer shall be entitled to possession of all Assets, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum as set forth above and if such default is not cured within thirty (30) days of the due date for such payments of interest or principal, the entire principal sum and accrued interest shall at once become due and payable without notice at the option of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the Corporation.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ors of the Company and, contemporaneously therewith, the sole remaining Director appointed Wade A. Hodges and James E. McK▇▇ ▇▇ ▇▇▇▇ctors ▇▇ ▇▇▇ ▇▇▇pany to fill the vacancies created on the Company's Board of Directors as a result of the resignations; and d) At the Closing, the Company, Battle Mountain and each of the Battle Mountain Shareholders shall execute, acknowledge, and deliver (or with any key staff member is shall ensure to be executed, acknowledged, and delivered) any and all certificates, opinions, financial statements, schedules, agreements, resolutions, rulings or other instruments required by this Agreement to be so delivered at or prior to the Closing, together with such other items as may be reasonably requested by the parties hereto and their respective legal counsel in order to effectuate or evidence the transactions contemplated hereby. Among other things, the Company shall provide an opinion of no further force and effect and that the buyer will undertake not counsel acceptable to employ these staff members for a period of two years following the termination.
(h) Buyer Battle Mountain as to such matters as Battle Mountain may reasonably request, which shall include, but not be entitled limited to, a statement, to sell the effect that to such counsel's best knowledge, after reasonable investigation, from inception until the Closing Date, the Company has complied with all applicable statutes and regulations of any federal, state, or other applicable governmental entity or agency thereof, except to the extent that noncompliance would not materially and adversely affect the business, operations, properties, assets or condition of the assets acquired under this agreement until Company or except to the entire purchase price has been paid extent that noncompliance would not result in the occurrence of any material liability (such compliance including, but not being limited to, the filing of all reports to seller date with federal and the Note satisfied in fullstate securities authorities).
Appears in 1 contract
Sources: Exchange Agreement (Battle Mountain Gold Exploration Corp.)
Closing. The purchase and sale closing of the Assets redemption of the Seller Note and the consummation Seller Warrants by the Company (the “Closing”) shall take place upon the satisfaction of the other transactions contemplated by this Agreement shall be closed (the ?Closing?) as soon as all of the Company’s conditions to closing precedent set forth in Sections 7 and 8 can be reasonably satisfied, but in no event beyond February 28, 2005 (Section 5 below or the "Closing Date"). If all waiver by the Company of the conditions same, subject further to closing the election of the Company to terminate this Agreement as set forth in Sections 7 and 8 below have not been satisfied or waived on or before the Closing Date, then either Buyer or Seller may terminate this Agreement by written notice to the other party, whereupon neither party shall have any obligation to consummate the transactions contemplated hereinSection 16 below. The Closing Date may be extended by agreement of the parties. The Closing shall be consummated electronically and telephonically.
(a) At the Closing, Seller the Company shall deliver or cause pay the Redemption Price to be delivered IIT by wire transfer of immediately available funds to Buyer the following:
(i) documents reasonably acceptable to Buyer evidencing that Seller has the necessary corporate authority to enter into this Agreement and consummate the transactions contemplated herein, including without limitation, resolutions or minutes of the meeting of each of the Directors and Shareholders of Seller approving this Agreement;
(ii) an original assignment in the form of attached Exhibit ?A? (the ?Assignment?), duly executed account designated by Seller;
(iii) an original ▇▇▇▇ of sale in the form of attached Exhibit ?B? (the ?▇▇▇▇ of Sale?), duly executed by Seller;
(iv) the original and all copies of the Documents, the Patent Application and the Trademark Application if applicable;
(v) the originals and all copies of the Contracts identified on Schedule 1.1(e), shall be attached to the Assignment; and
(vi) an executed non-disclosure agreement and assignment of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing Date.
(b) At the Closing, Buyer shall deliver or cause to be delivered to Seller irrevocable instructions (the ?Instructions?) to Sequiam?s transfer agent, duly executed on behalf of Sequiam, authorizing and instructing the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to Seller, in accordance with Section 2(d) below.
(c) All payments, documentsIIT, and instruments to be delivered on the Closing Date pursuant to this Agreement shall be regarded as having been delivered simultaneously, and no document or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived by the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) below.
(d) Upon Closing, Buyer shall deliver the Instructions to Sequiam?s transfer agent, and Sequiam?s transfer agent shall issue to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of upon its receipt of the Instructions (the ?Certificate?). The Certificate shall contain the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933Redemption Price, as amended (the "ACT"), or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that from the period beginning on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer IIT shall deliver to the Company any and all executed originals of the Seller $100,000 in cash together with a Promissory note in the amount Note and Seller Warrants, each of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005.
(e) Upon Closing, Buyer which shall be entitled to possession of all Assetsmarked “cancelled”, and Seller which immediately thereafter shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If be cancelled on the undersigned defaults in paying principal sum as set forth above and if such default is not cured within thirty (30) days books of the due date for such payments of interest or principal, the entire principal sum and accrued interest shall at once become due and payable without notice at the option of the holder of this NoteCompany. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants IIT hereby agrees that it will discontinue use of not sell, transfer or convey to any software third party the Seller Note or other Intellectual Property that is a part Seller Warrants, or exercise the Seller Warrants, in whole or in part, from and after the date hereof and through the Closing; provided, however, IIT’s agreement in this Section 4 not to sell, transfer or convey to any third party the Seller Note or Seller Warrants or to exercise the Seller Warrants shall immediately expire upon termination of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the CorporationAgreement pursuant to Section 16 below.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ or with any key staff member is to be of no further force and effect and that the buyer will undertake not to employ these staff members for a period of two years following the termination.
(h) Buyer shall not be entitled to sell any of the assets acquired under this agreement until the entire purchase price has been paid to seller and the Note satisfied in full.
Appears in 1 contract
Closing. 2.1 The purchase consummation of the transactions contemplated hereby to effect the Exchange (the "Closing") shall be held at the same location as the consummation of the IPO (the "IPO Closing") and shall occur concurrent with the completion of the IPO Closing. At the Closing, subject to the fulfillment or waiver of the conditions set forth in subsection 2.2 below, the parties hereto shall cause the Exchange to be effected in accordance with the terms of this Agreement.
2.2 The obligations of each of the parties hereto to complete the Closing and effect the Exchange are contingent upon the fulfillment of each of the following conditions at or before the IPO Closing Date except to the extent that the parties may waive any one or more thereof in whole or in part:
(a) All of the conditions to the issuance and sale of the Assets and Newco Common Stock to the consummation underwriters of the other transactions contemplated by this Agreement shall be closed (the ?Closing?) as soon as all of the conditions to closing set forth in Sections 7 and 8 can be reasonably satisfied, but in no event beyond February 28, 2005 IPO (the "Closing DateUnderwriters"). If all of the conditions to closing set forth in Sections 7 and 8 below have not been satisfied or waived on or before the Closing Date, then either Buyer or Seller may terminate this Agreement by written notice to the other party, whereupon neither party ) shall have any obligation to consummate been met or waived, and the transactions contemplated herein. The Closing Date may be extended by agreement of the parties. The Closing Underwriters shall be consummated electronically ready, willing and telephonically.
(a) At able to purchase the Closing, Seller shall deliver or cause to be delivered to Buyer the following:
(i) documents reasonably acceptable to Buyer evidencing that Seller has the necessary corporate authority to enter into this Agreement and consummate the transactions contemplated herein, including without limitation, resolutions or minutes of the meeting of each of the Directors and Shareholders of Seller approving this Agreement;
(ii) an original assignment in the form of attached Exhibit ?A? (the ?Assignment?), duly executed by Seller;
(iii) an original ▇▇▇▇ of sale in the form of attached Exhibit ?B? (the ?▇▇▇▇ of Sale?), duly executed by Seller;
(iv) the original and all copies of the Documents, the Patent Application and the Trademark Application if applicable;
(v) the originals and all copies of the Contracts identified on Schedule 1.1(e), shall be attached to the Assignment; and
(vi) an executed non-disclosure agreement and assignment of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing DateNewco Common Stock.
(b) At The representations and warranties of each party set forth in this Agreement shall be true and correct in all material respects immediately prior to the ClosingClosing with the same force and effect as though made at such time; all terms, Buyer shall deliver or cause covenants and conditions to be delivered to Seller irrevocable instructions (complied with and performed by each party under this Agreement at or before the ?Instructions?) to Sequiam?s transfer agent, Closing shall have been duly executed on behalf of Sequiam, authorizing complied with and instructing the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to Seller, in accordance with Section 2(d) belowduly performed.
(c) All paymentsNo action, documentssuit or proceeding before any court or any governmental or regulatory authority shall have been commenced, and instruments to be delivered on the Closing Date pursuant to this Agreement no investigation by any governmental or regulatory authority shall be regarded as having have been delivered simultaneouslycommenced, and no document action, suit or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered proceeding by any governmental or delivery thereof regulatory authority shall have been waived by threatened, against any of the party parties to whom this Agreement, or any of the principals, officers or directors of any of them, seeking to restrain, prevent or change the transactions contemplated hereby or questioning the validity or legality of any of such delivery was to be made. The Purchase Price shall be paid to Seller only transactions or seeking damages in accordance connection with paragraph (d) belowany of such transactions.
(d) Upon Newco is satisfied that MedCath Holdings shall have received all consents required from any person in connection with the Reorganization or the transactions contemplated by this Agreement.
(e) Stockholder shall be reasonably satisfied that (i) all holders of outstanding equity securities of MedCath Holdings shall have executed and delivered an exchange agreement substantially in the form of this Agreement and the exchange(s) contemplated by such agreement(s) shall occur concurrent with the completion of the Closing, Buyer shall deliver and (ii) all other outstanding equity securities of MedCath Holdings shall, at the Instructions to Sequiam?s transfer agentClosing, and Sequiam?s transfer agent shall issue to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares be converted into, or exchangeable or exercisable for, equivalent equity securities of common stock of Sequiam within Newco.
2.3 At least five (5) business days prior to the date of the Closing, Newco shall give notice of the Closing to the Stockholder with instructions for transmittal and delivery of his, her or its certificates representing the MedCath Holdings Common Stock and appropriate stock powers to Newco's designated agent as promptly as practicable after receipt of the Instructions such notice and no later than five (the ?Certificate?). The Certificate shall contain the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i5) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that days from the period beginning on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition date of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note in the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005notice.
(e) Upon Closing, Buyer shall be entitled to possession of all Assets, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum as set forth above and if such default is not cured within thirty (30) days of the due date for such payments of interest or principal, the entire principal sum and accrued interest shall at once become due and payable without notice at the option of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the Corporation.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ or with any key staff member is to be of no further force and effect and that the buyer will undertake not to employ these staff members for a period of two years following the termination.
(h) Buyer shall not be entitled to sell any of the assets acquired under this agreement until the entire purchase price has been paid to seller and the Note satisfied in full.
Appears in 1 contract
Closing. The purchase and sale of (a) Subject to the Assets and the consummation of the other transactions contemplated by this Agreement shall be closed (the ?Closing?) as soon as all satisfaction or waiver of the conditions to closing for the Closing set forth in Sections 7 and 8 can be reasonably satisfiedthis Section 2.02, but in no event beyond February 28, 2005 the closing (the "“Closing”) of the exchange of the Exchanged Notes for the New Notes shall take place electronically on April 11, 2023, or at such other place, time or date as may be mutually agreed upon in writing by the Company and the Investors (the date on which the Closing actually occurs, the “Closing Date"”). If all .
(b) To effect the exchange of the Exchanged Notes for the New Notes, upon the terms and subject to the conditions to closing set forth in Sections 7 and 8 below have not been satisfied or waived on or before the Closing Datethis Agreement, then either Buyer or Seller may terminate this Agreement by written notice to the other party, whereupon neither party shall have any obligation to consummate the transactions contemplated herein. The Closing Date may be extended by agreement of the parties. The Closing shall be consummated electronically and telephonically.
(a) At at the Closing, Seller shall deliver or cause to be delivered to Buyer the following:
(i) documents reasonably acceptable to Buyer evidencing that Seller has the necessary corporate authority to enter into this Agreement and consummate the transactions contemplated herein, including without limitation, resolutions or minutes exchange of the meeting Exchanged Notes shall occur in accordance with the exchange procedures set forth in Exhibit B hereto; provided that no delivery of New Notes will be made until the Exchanged Notes have been properly submitted for exchange in accordance with such exchange procedures and no accrued interest will be payable by reason of any delay in making such delivery; provided, further, that each of the Directors Company and Shareholders the Investors acknowledges that the delivery of Seller approving the New Notes to any Investor may be delayed due to procedures and mechanics within the system of the Trustee, DTC or Nasdaq or other events beyond the Company’s control and that such a delay will not be a default under this Agreement;Agreement so long as (x) the Company is using its reasonable best efforts to effect such delivery, or (y) such delay arises due to a failure by Investor to deliver settlement instructions.
(ii) an original assignment in each Investor shall have caused to be delivered to the form of attached Exhibit ?A? (the ?Assignment?)Company a duly completed and executed IRS Form W-8 or W-9, duly executed by Seller;as applicable.
(iiic) an original ▇▇▇▇ The obligations of sale in the form Company and each Investor to consummate the Closing are subject to the satisfaction or waiver of attached Exhibit ?B? (the ?▇▇▇▇ of Sale?), duly executed by Seller;following conditions:
(ivi) the original and all copies exchange of the Documents, Exchanged Notes for the Patent Application and the Trademark Application if applicable;
(v) the originals and all copies New Notes shall not be prohibited by law or enjoined by any governmental authority of the Contracts identified on Schedule 1.1(e), shall be attached to the Assignmentcompetent jurisdiction; and
(viii) an executed nonthe Company and the Investors shall have agreed upon the Conversion Price, Conversion Rate and the “make-disclosure agreement and assignment of inventions whole” table in the form New Indenture, each of attached Exhibit ?C? (the ?Non-Disclosure Agreement?)which shall be calculated or prepared, executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing Date.
(b) At the Closing, Buyer shall deliver or cause to be delivered to Seller irrevocable instructions (the ?Instructions?) to Sequiam?s transfer agent, duly executed on behalf of Sequiam, authorizing and instructing the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to Selleras applicable, in accordance with Section 2(d) below.
(c) All payments, documents, and instruments to be delivered on the Closing Date pursuant to this Agreement shall be regarded as having been delivered simultaneously, and no document or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived by the party to whom such delivery was to be made4.04. The Purchase Price Company shall be paid use its reasonable best efforts to Seller only in accordance with paragraph (d) below.
(d) Upon Closing, Buyer shall deliver the Instructions to Sequiam?s transfer agent, and Sequiam?s transfer agent shall issue to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of receipt of the Instructions (the ?Certificate?). The Certificate shall contain the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that from the period beginning on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent cause all conditions to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note in the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005.
(e) Upon Closing, Buyer shall be entitled to possession of all Assets, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum as set forth above and if such default is not cured within thirty (30) days of the due date for such payments of interest or principal, the entire principal sum and accrued interest shall at once become due and payable without notice at the option of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the Corporation.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ or with any key staff member is hereunder to be of no further force and effect and that the buyer will undertake not to employ these staff members for a period of two years following the terminationsatisfied as promptly as reasonably practicable.
(h) Buyer shall not be entitled to sell any of the assets acquired under this agreement until the entire purchase price has been paid to seller and the Note satisfied in full.
Appears in 1 contract
Closing. The purchase and sale completion of the Assets and the consummation of the other transactions contemplated by hereby (the “Closing”) shall occur on the Business Day on which this Agreement shall be closed (has been executed and delivered by the ?Closing?) as soon as applicable parties thereto and all of the conditions to closing and covenants set forth in Sections 7 7(a) and 8 can be reasonably satisfied7(b), but in no event beyond February 28each case, 2005 (the "Closing Date"). If all of the conditions to closing set forth in Sections 7 and 8 below have not been satisfied or waived on or before (the “Closing Date”). At the Closing, then either Buyer or Seller may terminate this Agreement by written notice (a) the Company shall deliver to the other partySellers the various documents set forth in Section 7(b), whereupon neither party and (b) the Sellers shall have any obligation deliver to consummate the transactions contemplated herein. The Closing Date may be extended by agreement of Company the partiesvarious documents set forth in Section 7(a). The Closing shall be consummated electronically and telephonically.
(a) At take place at the Closing, Seller shall deliver or cause to be delivered to Buyer the following:
(i) documents reasonably acceptable to Buyer evidencing that Seller has the necessary corporate authority to enter into this Agreement and consummate the transactions contemplated herein, including without limitation, resolutions or minutes offices of the meeting of each of the Directors and Shareholders of Seller approving this Agreement;
(ii) an original assignment in the form of attached Exhibit ?A? (the ?Assignment?), duly executed by Seller;
(iii) an original ▇▇▇▇▇▇ of sale in the form of attached Exhibit ?B? (the ?& ▇▇▇▇▇▇, LLP, ▇▇▇ ▇▇▇▇▇ of Sale?), duly executed by Seller;
(iv) the original and all copies of the Documents, the Patent Application and the Trademark Application if applicable;
(v) the originals and all copies of the Contracts identified on Schedule 1.1(e), shall be attached to the Assignment; and
(vi) an executed non-disclosure agreement and assignment of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing Date.
(b) At the Closing, Buyer shall deliver or cause to be delivered to Seller irrevocable instructions (the ?Instructions?) to Sequiam?s transfer agent, duly executed on behalf of Sequiam, authorizing and instructing the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to Seller, in accordance with Section 2(d) below.
(c) All payments, documents, and instruments to be delivered on the Closing Date pursuant to this Agreement shall be regarded as having been delivered simultaneously, and no document or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived by the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) below.
(d) Upon Closing, Buyer shall deliver the Instructions to Sequiam?s transfer agent, and Sequiam?s transfer agent shall issue to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of receipt of the Instructions (the ?Certificate?). The Certificate shall contain the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that from the period beginning on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note in the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005.
(e) Upon Closing, Buyer shall be entitled to possession of all Assets, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum as set forth above and if such default is not cured within thirty (30) days of the due date for such payments of interest or principal, the entire principal sum and accrued interest shall at once become due and payable without notice at the option of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the Corporation.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with ▇ ▇▇. ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ , or at such other location as the Company and the Sellers shall mutually agree. Promptly following the Closing, the Company shall deliver, or shall cause its transfer agent to deliver, to each Seller (y) a certificate registered in the Seller’s name representing that number of shares of Company Common Stock set forth opposite such Seller’s name under the heading “Company Shares” on Schedule I hereto and (z) a Warrant registered in the Seller’s name to purchase up to that number of shares of Company Common Stock set forth opposite such Seller’s name under the heading “Warrant Shares” on Schedule I hereto. Following the Closing Date, at the discretion of the Company, additional Closings (each, an “Additional Closing”) may be conducted from time to time (such date and time, each an “Additional Closing Date”) hereunder until the Company owns all of the shares of USA Common Stock; provided, that any subsequent Seller (each, a “Subsequent Seller”) not a party to this Agreement as of the Closing Date must execute and deliver a joinder to this Agreement in form and substance as Exhibit B hereto. Each of the Warrants issued to any Person in connection with any key staff member is Additional Closing shall be deemed to be issued on the initial Closing Date. For the purposes of no further force Sections 7(a) and effect 7(b) hereof with respect to the conditions and that deliverables required with respect to any Additional Closing, “Closing Date” shall be deemed to refer to the buyer will undertake not applicable Additional Closing Date, “Closing” shall be deemed to employ these staff members for a period of two years following refer to the terminationapplicable Additional Closing and “Seller” shall be deemed to refer to the applicable Subsequent Seller.
(h) Buyer shall not be entitled to sell any of the assets acquired under this agreement until the entire purchase price has been paid to seller and the Note satisfied in full.
Appears in 1 contract
Sources: Securities Purchase Agreement (Mount Knowledge Holdings, Inc.)
Closing. The purchase and sale of the Assets and the consummation of the other transactions contemplated by (a) Unless this Agreement shall be closed have been terminated pursuant to an express right to terminate as herein provided, the closing hereunder (the ?"Closing?") as soon as all shall occur on or before 2:00 p.m. CT on the date fifteen (15) days after the expiration of the conditions to closing set forth Due Diligence Period (as defined in Sections 7 and 8 can be reasonably satisfied, but in no event beyond February 28, 2005 Section 1.8(b) below) (the "Closing Date"). If ; provided, however, that if all of the conditions to closing set forth Required Consents (as defined in Sections 7 and 8 below have Section 5.5(b) below) are not been satisfied or waived received by Purchaser on or before the Closing Date, then either Buyer or Seller may terminate this Agreement by written notice to the other party, whereupon neither party shall have any obligation to consummate the transactions contemplated herein. The Closing Date may will be automatically extended by agreement on a month-to-month basis to permit Seller and Purchaser to continue pursuing the Required Consents for which each is responsible, and the Closing will occur on the latter of the parties. The Closing shall be consummated electronically and telephonically.
(a) At the Closing, Seller shall deliver or cause to be delivered to Buyer the following:
(i) documents reasonably acceptable to Buyer evidencing that Seller has the necessary corporate authority to enter into this Agreement and consummate date at least fifteen (15) days after the transactions contemplated herein, including without limitation, resolutions or minutes date on which the last of the meeting of each of the Directors and Shareholders of Seller approving this Agreement;
Required Consents is obtained; or (ii) an original assignment in the form of attached Exhibit ?A? (the ?Assignment?), duly executed by Seller;
(iii) an original ▇▇▇▇ of sale in the form of attached Exhibit ?B? (the ?▇▇▇▇ of Sale?), duly executed by Seller;
(iv) the original and all copies last day of the Documents, calendar month in which the Patent Application and the Trademark Application if applicable;
(v) the originals and all copies last of the Contracts identified on Schedule 1.1(e), shall be attached to the Assignment; and
(vi) an executed non-disclosure agreement and assignment of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing Date.
(b) At the Closing, Buyer shall deliver or cause to be delivered to Seller irrevocable instructions (the ?Instructions?) to Sequiam?s transfer agent, duly executed on behalf of Sequiam, authorizing and instructing the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to Seller, in accordance with Section 2(d) below.
(c) All payments, documents, and instruments to be delivered on the Closing Date pursuant to this Agreement shall be regarded as having been delivered simultaneously, and no document or instrument shall be regarded as having been delivered until Required Consents is obtained. If all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived by the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) below.
(d) Upon Closing, Buyer shall deliver the Instructions to Sequiam?s transfer agent, and Sequiam?s transfer agent shall issue to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of receipt of the Instructions (the ?Certificate?). The Certificate shall contain the following legend: The securities represented by this certificate Required Consents have not been registered under the Securities Act of 1933, as amended (the "ACT"), or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that from the period beginning on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note in the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005.
(e) Upon Closing, Buyer shall be entitled to possession of all Assets, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum as set forth above and if such default is not cured received within thirty (30) days [Please provide information on timing] after the end of the due date for such payments of interest or principalDue Diligence Period, either party may terminate this Agreement upon written notice to the entire principal sum and accrued interest shall at once become due and payable without notice at other party given prior to 6:00 p.m. CT on that date, in which case the option refundable portion of the holder of this Note. Maker shall Deposit (as defined in Section 1.4 below) will be promptly returned to Seller and neither party will have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest any further obligation or liability to the collateral other party. The Closing will revert be effective for accounting purposes as of 12:01:01 a.m. on the Closing Date such that the Closing Date will be a day of income and expense to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the CorporationPurchaser.
(gb) If this agreement is terminated for any reason whatsoeverOn the Closing Date, that any employment agreement signed with ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ or with any key staff member is all documents and other materials required from Seller under Section 9.1(b) (collectively, the "Seller Documents") and from Purchaser under Section 9.1(c) (collectively, the "Purchaser Documents") in order to be of no further force and effect and that effectuate the buyer will undertake not to employ these staff members for a period of two years following the termination.
(h) Buyer shall not be entitled to sell any consummation of the assets acquired under this agreement until Closing shall be delivered to the entire purchase price has been paid offices of the Purchaser, or at such other date, time and place as Purchaser may reasonably require taking into account the relative location of any lenders. Notwithstanding the foregoing, (i) Seller may deliver all of the Seller Documents required hereunder to seller the Title Company (as defined in Section 4.10(b) below), as escrow agent ("Escrow Agent") or Purchaser’s counsel on or before the Closing Date (to hold in escrow in accordance with customary conveyancing practices subject to the consummation of the Closing) by overnight courier, and (ii) Purchaser may deliver all of the Note satisfied Purchaser Documents required hereunder to Escrow Agent on or before the Closing Date (to hold in fullescrow in accordance with customary conveyancing practices subject to the consummation of the Closing) by overnight courier.
Appears in 1 contract
Sources: Asset Purchase Agreement (Global Medical REIT Inc.)
Closing. The purchase and sale closing (the “Closing”) of the Assets and the consummation of the other transactions contemplated by this Agreement shall be closed (take place at the ?Closing?) as soon as all office of the Company on March 31, 2010, at 10:00 a.m., CST, on the first business day following the day on which the last of the conditions to closing set forth in Sections 7 Article VI is fulfilled or waived, or at such other time and 8 can be reasonably satisfiedplace and on such other date as Purchasers, but in no event beyond February 28the Company, 2005 and the Selling Shareholders shall agree (the "“Closing Date"”). If all of the conditions to closing set forth in Sections 7 and 8 below have not been satisfied or waived on or before the Closing Date, then either Buyer or Seller may terminate this Agreement by written notice to the other party, whereupon neither party shall have any obligation to consummate the transactions contemplated herein. The Closing Date may be extended by agreement of the parties. The Closing shall be consummated electronically and telephonically.
(a) At the Closing, Seller the Company and the Shareholder Representative shall deliver or cause to be delivered to Buyer Purchasers the following:
(i) documents reasonably acceptable to Buyer evidencing that Seller has Stock certificate or certificates, along with stock powers, representing Selling Shareholders shares, endorsed in the necessary corporate authority to enter into this Agreement and consummate name or names as designated by the transactions contemplated herein, including without limitation, resolutions or minutes of the meeting of each of the Directors and Shareholders of Seller approving this AgreementCompany;
(ii) an original assignment in the form resignation of attached Exhibit ?A? (all officers of the ?Assignment?), duly executed by SellerCompany;
(iii) an original ▇▇▇▇ the resignation of sale in all of the form directors of attached Exhibit ?B? (the ?▇▇▇▇ of Sale?), duly executed by SellerCompany;
(iv) the original and all copies a board of directors resolution appointing new directors of the DocumentsCompany as designated by Purchasers, subject to compliance with Rule 14B-1 under the Patent Application and the Trademark Application if applicableSecurities Exchange Act of 1934;
(v) true and correct copies of all of the originals business and corporate records of the Company, including but not limited to the information required to be provided pursuant to Section 2.18 above, and all copies correspondence files, bank statements, checkbooks, savings account books, minutes of shareholder and directors meetings or consents, financial statements, shareholder listings, stock transfer records, agreements and contracts;
(vi) The Release Agreement, attached hereto as Exhibit D, executed by all Selling Shareholders, officers and directors of the Contracts identified on Schedule 1.1(e), shall be attached to the AssignmentCompany; and
(vivii) an executed non-disclosure agreement and assignment such other documents of inventions in the form of attached Exhibit ?C? (Company as may be reasonably required by the ?Non-Disclosure Agreement?)Purchasers, executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing Dateif available.
(b) At the Closing, Buyer Purchasers shall deliver or cause to the Company and the Escrow Agent the following:
(i) all previously undelivered documents required to be delivered by Purchasers to Seller irrevocable instructions the Company at or prior to the Closing in connection with the transactions contemplated hereby;
(ii) such other certificates, agreements and documents as the ?Instructions?Company shall reasonably request; and
(iii) checks from the individual Purchasers to Sequiam?s transfer agent, duly executed on behalf the Escrow Agent for the purchase of Sequiam, authorizing the Shares which total the Share Purchase Price less any funds previously advanced by the Purchasers to the Escrow Agent against the Share Purchase Price under the terms and instructing conditions of the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to Seller, in accordance with Section 2(d) belowEscrow Agreement.
(c) All payments, documents, and instruments to be delivered on At the Closing Date pursuant to this Agreement shall be regarded as having been delivered simultaneously, and no document or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived by the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) below.
(d) Upon Closing, Buyer the Shareholder Representative shall release and deliver all certificates representing the Instructions to Sequiam?s transfer agentShares being purchased, and Sequiam?s transfer agent shall issue to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of receipt of the Instructions (the ?Certificate?). The Certificate shall contain the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that from the period beginning on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement along with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent proper stock powers and to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note in the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005.
(e) Upon Closing, Buyer shall be entitled to possession of all Assets, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum as set forth above and if such default is not cured within thirty (30) days of the due date for such payments of interest or principal, the entire principal sum and accrued interest shall Securities Transfer Corporation located at once become due and payable without notice at the option of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the Corporation.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with ▇▇. ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ or with any key staff member is ▇▇▇▇▇, the Transfer Agent for the Company, to be of no further force have the certificates changed into their respective names and effect denominations and that the buyer will undertake not to employ these staff members for a period of two years following the termination.
(h) Buyer shall not be entitled to sell any of the assets acquired under this agreement until the entire purchase price has been paid to seller Purchasers, and the Note satisfied Company shall be responsible for all costs involved in fullsuch changes and in mailing new certificates to all shareholders.
Appears in 1 contract
Closing. The initial purchase and sale of the Assets Securities and the consummation of the other transactions contemplated by this Agreement shall be closed hereby (the ?“Initial Closing?”) shall take place remotely via the exchange of documents and signatures by electronic mail and/or facsimile on the date hereof or at such other time and place as soon as all of the conditions to closing set forth in Sections 7 Company and 8 can be reasonably satisfied, but in no event beyond February 28, 2005 the Purchasers shall mutually agree (the "date that the Closing occurs, the “Initial Closing Date"”). If all of the conditions to closing set forth in Sections 7 and 8 below have not been satisfied or waived on or before the Closing Date, then either Buyer or Seller may terminate this Agreement by written notice to the other party, whereupon neither party shall have any obligation to consummate the transactions contemplated herein. The Closing Date may be extended by agreement of the parties. The Closing shall be consummated electronically and telephonically.
(a) At the Closing, Seller shall deliver or cause to be delivered to Buyer the following:
(i) documents reasonably acceptable to Buyer evidencing that Seller has the necessary corporate authority to enter into this Agreement and consummate the transactions contemplated herein, including without limitation, resolutions or minutes of the meeting of each of the Directors and Shareholders of Seller approving this Agreement;
(ii) an original assignment in the form of attached Exhibit ?A? (the ?Assignment?), duly executed by Seller;
(iii) an original ▇▇▇▇ of sale in the form of attached Exhibit ?B? (the ?▇▇▇▇ of Sale?), duly executed by Seller;
(iv) the original and all copies of the Documents, the Patent Application and the Trademark Application if applicable;
(v) the originals and all copies of the Contracts identified on Schedule 1.1(e), shall be attached to the Assignment; and
(vi) an executed non-disclosure agreement and assignment of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing Date.
(b) At the Closing, Buyer shall deliver or cause to be delivered to Seller irrevocable instructions (the ?Instructions?) to Sequiam?s transfer agent, duly executed on behalf of Sequiam, authorizing and instructing the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to Seller, in accordance with Section 2(d) below.
(c) All payments, documents, and instruments to be delivered on the Closing Date pursuant to this Agreement shall be regarded as having been delivered simultaneously, and no document or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived by the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) below.
(d) Upon Closing, Buyer shall deliver the Instructions to Sequiam?s transfer agent, and Sequiam?s transfer agent shall issue to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of receipt of the Instructions (the ?Certificate?). The Certificate shall contain the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event there is more than one closing, the term “Closing” shall apply to each such closing unless otherwise specified. At each Closing, (i) each Purchaser shall execute and deliver to the Escrow Agent the investor acknowledgment letter, in the form attached to the Escrow Agreement as Exhibit B and (ii) the Company shall (i) issue to each Purchaser (and deliver a book-entry confirmation by the Company’s transfer agent) that from number of Shares set forth opposite such Purchaser’s name on Annex A hereto in book-entry form and (ii) deliver to each Purchaser a Warrant, the period beginning form of which is attached hereto as Exhibit A, to purchase that number of shares of Common Stock set forth opposite such Purchaser’s name on Annex A hereto. At each Closing, each Purchaser and the Closing Date Company shall execute and continuing for a period deliver the Joinder Agreement, the form of twelve which is attached hereto as Exhibit B (12) months thereafterthe “Joinder Agreement”), Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It pursuant to which such Purchaser shall be become a condition precedent party to the obligations Registration Rights Agreement dated as of Maker to take any action pursuant to this Section that April 29, 2021, as amended by Amendment No. 1 dated as of June __, 2021 (the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note in the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005“Registration Rights Agreement”).
(e) Upon Closing, Buyer shall be entitled to possession of all Assets, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum as set forth above and if such default is not cured within thirty (30) days of the due date for such payments of interest or principal, the entire principal sum and accrued interest shall at once become due and payable without notice at the option of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the Corporation.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ or with any key staff member is to be of no further force and effect and that the buyer will undertake not to employ these staff members for a period of two years following the termination.
(h) Buyer shall not be entitled to sell any of the assets acquired under this agreement until the entire purchase price has been paid to seller and the Note satisfied in full.
Appears in 1 contract
Sources: Securities Purchase Agreement (Scientific Industries Inc)
Closing. The purchase and sale closing ("Closing") of the Assets and the consummation of the other transactions transaction contemplated by this Agreement shall be closed will take place at a mutually agreeable place on July 21, 2011 (the ?Closing?) as soon as all of the conditions to closing set forth in Sections 7 and 8 can be reasonably satisfied, but in no event beyond February 28, 2005 (the "“Closing Date"”). If all of At Closing, the conditions to closing set forth in Sections 7 and 8 below have not been satisfied or waived on or before the Closing Date, then either Buyer or Seller may terminate this Agreement by written notice to the other party, whereupon neither party shall have any obligation to consummate the transactions contemplated herein. The Closing Date may be extended by agreement of the parties. The Closing shall be consummated electronically and telephonically.following will occur:
(a) At Each of the ClosingOne World Shareholders shall surrender the certificates evidencing their shares of One World stock, Seller shall deliver or cause duly endorsed with appropriate stock powers, for transfer so as to be delivered to Buyer make the following:Company the sole owner thereof;
(ib) documents reasonably acceptable to Buyer The Company will issue and deliver certificates evidencing that Seller has the necessary corporate authority to enter into this Agreement and consummate the transactions contemplated herein, including without limitation, resolutions or minutes appropriate numbers of newly issued shares of the meeting Company’s Common Stock in the names of each One World Shareholder as set forth in Exhibit “A” or letters of instructions from a duly authorized officer of the Directors and Shareholders of Seller approving Company to the Company’s transfer agent instructing the transfer agent to duly issue such stock certificates, all in accordance with this Agreement;
(iic) an original assignment in The Board of Directors of the form of attached Exhibit ?A? (Company shall have approved and authorized the ?Assignment?), duly executed by Sellertransactions contemplated within this Agreement;
(iiid) an original The shareholders of the Company shall have approved and authorized the transactions contemplated within this Agreement;
(e) The Board of Directors of One World shall have approved and authorized the transactions contemplated within this Agreement;
(f) The Company and ▇▇▇▇▇ of sale in the form of attached Exhibit ?B? (the ?▇. ▇▇▇▇▇▇▇ of Sale?), duly shall have executed by Sellerthe Share and Debt Cancellation Agreement;
(ivg) the original and all copies of the Documents, the Patent Application and the Trademark Application if applicable;
(v) the originals and all copies of the Contracts identified on Schedule 1.1(e), shall be attached to the Assignment; and
(vi) an executed non-disclosure agreement and assignment of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing Date.
(b) At the Closing, Buyer shall deliver or cause to be delivered to Seller irrevocable instructions (the ?Instructions?) to Sequiam?s transfer agent, duly executed on behalf of Sequiam, authorizing and instructing the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to Seller, in accordance with Section 2(d) below.
(c) All payments, documents, and instruments to be delivered on the Closing Date pursuant to this Agreement shall be regarded as having been delivered simultaneously, and no document or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived by the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) below.
(d) Upon Closing, Buyer shall deliver the Instructions to Sequiam?s transfer agent, and Sequiam?s transfer agent shall issue to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of receipt of the Instructions (the ?Certificate?). The Certificate shall contain the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to Company will execute promissory notes (i) an effective registration statement under to ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ in the ACT and any applicable state laws, or valid exception theretoamount of $23,000.00, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that from the period beginning on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note ▇▇▇ ▇▇▇▇ in the amount of $440,000 payable 10,000.00 and (iii) to ▇▇▇▇ ▇▇▇▇▇▇▇▇ in eight (8) quarterly payments the amount of $55,000.00 commencing July 1st, 2005.1,000.00. These amounts were incurred by the Company in connection with keeping the Company in business prior to execution of this Agreement;
(eh) Upon Effective upon Closing, Buyer the Board of Directors of the Company shall be entitled to possession have appointed Corinda ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇ as new members of all Assets, and Seller shall provide Buyer reasonable access to all the Board of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.Directors;
(fi) If Effective upon Closing, ▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇ shall have each tendered their resignation to the undersigned defaults in paying principal sum Company, whereby each will resign as set forth above and if such default is not cured within thirty (30) days director of the due date for such payments Company and each will resign from any other office or other position of interest or principal, employment held with the entire principal sum and accrued interest shall at once become due and payable without notice at the option of the holder of this Note. Maker shall have forty-five Company; and
(45j) days to cure a default. If payment is not made within the curative period then all right, title and interest Effective immediately subsequent to the collateral will revert to the holder resignation of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the Corporation.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with ▇▇. ▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇, the remaining Directors of the Company, Corinda ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇, shall appoint Corinda ▇▇▇▇▇▇ ▇▇▇▇▇▇ or with any key staff member is to be of no further force as President and effect and that the buyer will undertake not to employ these staff members for a period of two years following the termination.
(h) Buyer shall not be entitled to sell any Chief Executive Officer of the assets acquired under this agreement until the entire purchase price has been paid to seller and the Note satisfied in fullCompany.
Appears in 1 contract
Sources: Share Exchange Agreement (One World Holdings, Inc.)
Closing. The 3.1. Upon the satisfaction or waiver of the conditions set forth in Section 6, the closing of the purchase and sale of the Assets and the consummation of the other transactions contemplated by Securities pursuant to this Agreement (the “Closing”) shall be closed held no later than 10:00 AM (Eastern Time) on May 31, 2023 at the ?Closing?) as soon as all offices of the conditions to closing set forth in Sections 7 and 8 can be reasonably satisfied, but in no event beyond February 28, 2005 (the "Closing Date"). If all of the conditions to closing set forth in Sections 7 and 8 below have not been satisfied or waived on or before the Closing Date, then either Buyer or Seller may terminate this Agreement by written notice to the other party, whereupon neither party shall have any obligation to consummate the transactions contemplated herein. The Closing Date may be extended by agreement of the parties. The Closing shall be consummated electronically and telephonically.
(a) At the Closing, Seller shall deliver or cause to be delivered to Buyer the following:
(i) documents reasonably acceptable to Buyer evidencing that Seller has the necessary corporate authority to enter into this Agreement and consummate the transactions contemplated herein, including without limitation, resolutions or minutes of the meeting of each of the Directors and Shareholders of Seller approving this Agreement;
(ii) an original assignment in the form of attached Exhibit ?A? (the ?Assignment?), duly executed by Seller;
(iii) an original ▇▇▇▇▇▇ of sale in the form of attached Exhibit ?B? (the ?& ▇▇▇▇▇▇▇ of Sale?)LLP, duly executed by Seller;
(iv) the original and all copies of the Documents, the Patent Application and the Trademark Application if applicable;
(v) the originals and all copies of the Contracts identified on Schedule 1.1(e), shall be attached to the Assignment; and
(vi) an executed non-disclosure agreement and assignment of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing Date.
(b) At the Closing, Buyer shall deliver or cause to be delivered to Seller irrevocable instructions (the ?Instructions?) to Sequiam?s transfer agent, duly executed on behalf of Sequiam, authorizing and instructing the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to Seller, in accordance with Section 2(d) below.
(c) All payments, documents, and instruments to be delivered on the Closing Date pursuant to this Agreement shall be regarded as having been delivered simultaneously, and no document or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived by the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) below.
(d) Upon Closing, Buyer shall deliver the Instructions to Sequiam?s transfer agent, and Sequiam?s transfer agent shall issue to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of receipt of the Instructions (the ?Certificate?). The Certificate shall contain the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that from the period beginning on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note in the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005.
(e) Upon Closing, Buyer shall be entitled to possession of all Assets, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum as set forth above and if such default is not cured within thirty (30) days of the due date for such payments of interest or principal, the entire principal sum and accrued interest shall at once become due and payable without notice at the option of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the Corporation.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with ▇▇. ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or with on such other date and place as may be agreed to by the Company and each of the Investors (the “Closing Date”). At or prior to the Closing, each Investor shall execute any key staff member is related agreements or other documents required to be executed hereunder, dated on or before the Closing Date, including but not limited to the Investor Questionnaire and (solely for the holders of no further force RRA Covered Shares) the Selling Stockholder Notice and Questionnaire, in the forms attached hereto as Appendix I and Appendix II (the “Investor Questionnaire” and the “Selling Stockholder Questionnaire,” respectively) (or similar forms reasonably satisfactory to the Company and sufficient in substance for the Company to obtain the information necessary to effect the transactions contemplated by the Transaction Documents). If the Closing has not occurred for any reason on or prior to three Business Days after the Closing Date, the Company shall promptly (but not later than one Business Day thereafter) return the Subscription Amount to each Investor by wire transfer of United States dollars in immediately available funds to the account specified by such Investor, and that any book entries for the buyer will undertake Securities shall be deemed cancelled; provided that, unless this Agreement has been terminated pursuant to Section 6.3 hereof, such return of funds shall not terminate this Agreement or relieve such Investor of its obligation to employ these staff members for a period of two years following purchase the terminationSecurities at the Closing.
(h) Buyer 3.2. On the Closing Date, each Investor shall not deliver or cause to be entitled delivered to sell any the Company the Subscription Amount as to such Investor via wire transfer of immediately available funds pursuant to the wire instructions delivered to such Investor by the Company reasonably in advance of the assets acquired Closing Date.
3.3. At or before the Closing, the Company shall deliver or cause to be delivered to each Investor:
(a) if such Investor is a Share Investor, a number of Shares, registered in the name of the Investor (or its nominee in accordance with its delivery instructions), in the amount set forth opposite the name of such Investor under this agreement until the entire heading “Number of Shares” on Exhibit A attached hereto, with such Shares to be issued in book entry form or, upon request of an Investor, certificated form;
(b) if such Investor is a Pre-Funded Warrant Investor, a Pre-Funded Warrant, registered in the name of the Investor, to purchase price has been paid a number of Pre-Funded Warrant Shares in the amount set forth opposite the name of such Investor under the heading “Number of Shares Underlying Pre-Funded Warrants” on Exhibit A attached hereto, with such Pre-Funded Warrants to seller be issued in definitive form;
(c) a Purchase Warrant, registered in the name of the Investor, to purchase a number of Warrant Shares in the amount set forth opposite the name of such Investor under the heading “Number of Shares Underlying Purchase Warrants” on Exhibit A attached hereto, with such Purchase Warrants to be issued in definitive form;
(d) a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, in a form reasonably acceptable to the Investors, dated as of the Closing Date, executed by such counsel and delivered to the Investors;
(e) for each Investor purchasing RRA Covered Shares hereunder, the Registration Rights Agreement, in the form of Exhibit D, executed by a duly authorized officer of the Company; and
(f) for each Investor purchasing IRA Covered Shares hereunder, Amendment No. 1 and the Note satisfied Investor Rights Agreement Waiver, in fulleach case, executed by a duly authorized officer of the Company.
Appears in 1 contract
Sources: Securities Purchase Agreement (Lyra Therapeutics, Inc.)
Closing. The purchase and sale Subject to the fulfillment or waiver of the Assets and conditions precedent set forth in Article 8, the consummation closing of the other transactions contemplated by this Agreement shall be closed (the ?“Closing?”) as soon as all will take place at the offices of the conditions to closing set forth in Sections 7 and 8 can be reasonably satisfied, but in no event beyond February 28, 2005 (the "Closing Date"). If all of the conditions to closing set forth in Sections 7 and 8 below have not been satisfied or waived on or before the Closing Date, then either Buyer or Seller may terminate this Agreement by written notice to the other party, whereupon neither party shall have any obligation to consummate the transactions contemplated herein. The Closing Date may be extended by agreement of the parties. The Closing shall be consummated electronically and telephonically.
(a) At the Closing, Seller shall deliver or cause to be delivered to Buyer the following:
(i) documents reasonably acceptable to Buyer evidencing that Seller has the necessary corporate authority to enter into this Agreement and consummate the transactions contemplated herein, including without limitation, resolutions or minutes of the meeting of each of the Directors and Shareholders of Seller approving this Agreement;
(ii) an original assignment in the form of attached Exhibit ?A? (the ?Assignment?), duly executed by Seller;
(iii) an original ▇▇▇▇▇▇▇▇▇ of sale in the form of attached Exhibit ?B? (the ?▇Traurig, LLP, ▇▇▇ of Sale?), duly executed by Seller;
(iv) the original and all copies of the Documents, the Patent Application and the Trademark Application if applicable;
(v) the originals and all copies of the Contracts identified on Schedule 1.1(e), shall be attached to the Assignment; and
(vi) an executed non-disclosure agreement and assignment of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing Date.
(b) At the Closing, Buyer shall deliver or cause to be delivered to Seller irrevocable instructions (the ?Instructions?) to Sequiam?s transfer agent, duly executed on behalf of Sequiam, authorizing and instructing the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to Seller, in accordance with Section 2(d) below.
(c) All payments, documents, and instruments to be delivered on the Closing Date pursuant to this Agreement shall be regarded as having been delivered simultaneously, and no document or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived by the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) below.
(d) Upon Closing, Buyer shall deliver the Instructions to Sequiam?s transfer agent, and Sequiam?s transfer agent shall issue to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of receipt of the Instructions (the ?Certificate?). The Certificate shall contain the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that from the period beginning on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note in the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005.
(e) Upon Closing, Buyer shall be entitled to possession of all Assets, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum as set forth above and if such default is not cured within thirty (30) days of the due date for such payments of interest or principal, the entire principal sum and accrued interest shall at once become due and payable without notice at the option of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the Corporation.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ or with any key staff member is ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m., New York time, on a date to be mutually agreed upon by the Company and Buyer, which date will be no later than the third Business Day after all of no further force and effect and the conditions set forth in Article 8 have been satisfied or waived (other than those conditions which by their terms are intended to be satisfied at Closing). Notwithstanding the foregoing, if the Marketing Period has not ended prior to the time that the buyer will undertake not conditions set forth in Article 8 hereof would have otherwise been satisfied or waived (other than those conditions that by their terms are to employ these staff members for a period of two years following be satisfied at the termination.
(h) Closing), Buyer shall not be entitled obligated to sell any consummate the Closing prior to the earlier to occur of (a) a date before or during the Marketing Period specified by Buyer on three (3) Business Days’ prior written notice to the Company (provided that such notice may be conditioned upon the simultaneous closing of the assets acquired under this agreement until Debt Financing and provided further that if such Debt Financing has not closed by the entire purchase price has been paid date specified in such notice for any reason, such notice shall be automatically deemed withdrawn) and (b) the third Business Day immediately following the final day of the Marketing Period, subject, in each case, to seller the satisfaction or, if permissible, waiver of the conditions set forth in Article 8 (other than those conditions that by their terms are to be satisfied at the Closing). The date on which the Closing occurs is referred to herein as the “Closing Date.” Documents may be delivered at the Closing by electronic delivery, and the Note satisfied receiving Party may rely on the receipt of such documents so delivered as if the original had been received. Except as otherwise provided in fullthis Agreement, all proceedings to be taken and all documents to be executed at the Closing will be deemed to have been taken, delivered, and executed simultaneously, and no proceeding will be deemed taken nor documents deemed executed or delivered until all have been taken, delivered, and executed. The Closing will be deemed to be effective as of 12:01 a.m. on the Closing Date (the “Effective Time”).
Appears in 1 contract
Closing. (a) The purchase and sale of the Assets Shares shall take place at a closing (the “Closing”), to be held at such date, time and place as shall be determined by the Purchaser and the consummation of the other transactions contemplated by this Agreement shall be closed (the ?Closing?) as soon as all of the conditions to closing set forth in Sections 7 and 8 can be reasonably satisfied, but in no event beyond February 28, 2005 (the "Closing Date"). If all of the conditions to closing set forth in Sections 7 and 8 below have not been satisfied or waived on or before the Closing Date, then either Buyer or Seller may terminate this Agreement by written notice to the other party, whereupon neither party shall have any obligation to consummate the transactions contemplated herein. The Closing Date may be extended by agreement of the parties. The Closing shall be consummated electronically and telephonically.
(a) At the Closing, Seller shall deliver or cause to be delivered to Buyer the following:
(i) documents reasonably acceptable to Buyer evidencing that Seller has the necessary corporate authority to enter into this Agreement and consummate the transactions contemplated herein, including without limitation, resolutions or minutes of the meeting of each of the Directors and Shareholders of Seller approving this Agreement;
(ii) an original assignment in the form of attached Exhibit ?A? (the ?Assignment?), duly executed by Seller;
(iii) an original ▇▇▇▇ of sale in the form of attached Exhibit ?B? (the ?▇▇▇▇ of Sale?), duly executed by Seller;
(iv) the original and all copies of the Documents, the Patent Application and the Trademark Application if applicable;
(v) the originals and all copies of the Contracts identified on Schedule 1.1(e), shall be attached to the Assignment; and
(vi) an executed non-disclosure agreement and assignment of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing Date.
(b) At the Closing, Buyer :
(ii) The Seller shall deliver to the Purchaser all certificates representing the Shares being purchased. The Purchaser shall pay to the Seller the Purchase Price for the Shares.
(a) It is agreed by the Parties that going forward, the Seller will pay the Company a royalty fee of US$1.00 per subscriber per month for the use of the Company’s Mobile Call Processor Technology.
(b) It is agreed that the Purchaser may not use the name “Teliphone” or cause any corporate derivatives, the Teliphone logo or any other component related to be delivered the trade marking of “Teliphone”. This includes but is not limited to Seller irrevocable instructions (the ?Instructions?) to Sequiam?s transfer agent, duly executed on behalf use of Sequiam, authorizing and instructing the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares “Teliphone” in any Internet domain whether alone or as part of common stock of Sequiam to Seller, in accordance with Section 2(d) belowa domain name.
(c) All payments, documents, and instruments The purchaser agrees to be delivered on take all steps to have the Closing Date pursuant corporation name “Teliphone Inc.” revert legally to its corporation number (4237561 CANADA INC) within 30 days of final execution of this Agreement shall be regarded as having been delivered simultaneously, and no document or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived by the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) belowagreement.
(d) Upon At and at any time after the Closing, Buyer the parties shall duly execute, acknowledge and deliver the Instructions to Sequiam?s transfer agentall such further assignments, conveyances, instruments and documents, and Sequiam?s transfer agent shall issue take such other action consistent with the terms of this Agreement to carry out the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of receipt of the Instructions (the ?Certificate?). The Certificate shall contain the following legend: The securities represented transactions contemplated by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that from the period beginning on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note in the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005Agreement.
(e) Upon ClosingAll representations, Buyer covenants and warranties of the Purchaser and Seller contained in this Agreement shall be entitled to possession of all Assets, true and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum correct on and as set forth above and if such default is not cured within thirty (30) days of the due date for Closing Date with the same effect as though the same had been made on and as of such payments of interest or principal, the entire principal sum and accrued interest shall at once become due and payable without notice at the option of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the Corporationdate.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ or with any key staff member is to be of no further force and effect and that the buyer will undertake not to employ these staff members for a period of two years following the termination.
(h) Buyer shall not be entitled to sell any of the assets acquired under this agreement until the entire purchase price has been paid to seller and the Note satisfied in full.
Appears in 1 contract
Closing. (a) The purchase and sale closing of the Assets and the consummation of the other transactions contemplated by this Agreement shall be closed (the ?“Closing?”) as soon as all shall take place at the offices of the conditions to closing set forth in Sections 7 and 8 can be reasonably satisfiedSkadden, but in no event beyond February 28Arps, 2005 (the "Closing Date"). If all of the conditions to closing set forth in Sections 7 and 8 below have not been satisfied or waived on or before the Closing DateSlate, then either Buyer or Seller may terminate this Agreement by written notice to the other party, whereupon neither party shall have any obligation to consummate the transactions contemplated herein. The Closing Date may be extended by agreement of the parties. The Closing shall be consummated electronically and telephonically.
(a) At the Closing, Seller shall deliver or cause to be delivered to Buyer the following:
(i) documents reasonably acceptable to Buyer evidencing that Seller has the necessary corporate authority to enter into this Agreement and consummate the transactions contemplated herein, including without limitation, resolutions or minutes of the meeting of each of the Directors and Shareholders of Seller approving this Agreement;
(ii) an original assignment in the form of attached Exhibit ?A? (the ?Assignment?), duly executed by Seller;
(iii) an original M▇▇▇▇▇▇ of sale in the form of attached Exhibit ?B? (the ?▇& F▇▇▇ of Sale?)LLP, duly executed by Seller;
(iv) the original and all copies of the Documents, the Patent Application and the Trademark Application if applicable;
(v) the originals and all copies of the Contracts identified on Schedule 1.1(e), shall be attached to the Assignment; and
(vi) an executed non-disclosure agreement and assignment of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing Date.
(b) At the Closing, Buyer shall deliver or cause to be delivered to Seller irrevocable instructions (the ?Instructions?) to Sequiam?s transfer agent, duly executed on behalf of Sequiam, authorizing and instructing the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to Seller, in accordance with Section 2(d) below.
(c) All payments, documents, and instruments to be delivered on the Closing Date pursuant to this Agreement shall be regarded as having been delivered simultaneously, and no document or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived by the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) below.
(d) Upon Closing, Buyer shall deliver the Instructions to Sequiam?s transfer agent, and Sequiam?s transfer agent shall issue to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of receipt of the Instructions (the ?Certificate?). The Certificate shall contain the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that from the period beginning on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note in the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005.
(e) Upon Closing, Buyer shall be entitled to possession of all Assets, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum as set forth above and if such default is not cured within thirty (30) days of the due date for such payments of interest or principal, the entire principal sum and accrued interest shall at once become due and payable without notice at the option of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the Corporation.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with ▇▇. ▇4 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ on the fifth business day following the satisfaction or with any key staff member waiver of the conditions set forth in Articles VI and VII hereof; or if the Sellers’ Representatives and Buyer mutually agree on a different date, the date upon which they have mutually agreed. The date on which the Closing occurs and the transactions contemplated hereby become effective is referred to herein as the “Closing Date.”
(b) At the Closing, the Company shall deliver the following to the Buyer:
(i) all documents required to be delivered by the Company on or prior to the Closing Date pursuant to this Agreement or otherwise required from the Company in connection herewith;
(ii) the resignations of no further force the members of the Company Board (as defined in Section 2.1(b) hereof) and effect the boards of directors of each of its Subsidiaries;
(iii) the unit books, unit ledgers and minute books of the Company; provided that any of the foregoing items shall be deemed to have been delivered pursuant to this Section 1.2(b)(iii) if such item has been delivered to or is otherwise located at the Company or any offices of the Company or its Subsidiaries;
(iv) good standing or equivalent certificates of the Company and each Subsidiary from its jurisdiction of formation and each state or province where each such entity is qualified to conduct business, dated within five (5) days prior to the Closing Date;
(v) a copy of the resolutions of the board of directors of the Company and its Subsidiaries, as applicable, approving the transactions contemplated by this Agreement and the Restructuring as certified by an officer of the Company;
(vi) a copy of the Company’s and each Subsidiary’s organizational documentation as certified by an officer of the Company;
(vii) a certificate, executed by Sellers’ Representatives, on behalf of all Sellers, and an authorized officer of the Company and dated the Closing Date, certifying that the buyer will undertake not provisions of Section 6.1 (a) and (b) hereof have been satisfied; and
(viii) An opinion by Skadden, Arps, Slate, M▇▇▇▇▇▇ & F▇▇▇ LLP pursuant to employ these staff members for Section 6.6 hereof in substantially the form attached hereto as Exhibit B.
(c) At the Closing, the Buyer shall, in the order specified:
(i) deliver to each Seller who holds any Units the Per Unit Amount multiplied by the aggregate number of Units next to the name of each Seller in Section 1.1 (c) of the Sellers’ Disclosure Schedule by wire transfer of immediately available funds to the bank account designated by each Seller prior to the Closing;
(ii) deliver to Escrow Agent the Escrow Amount by wire transfer of immediately available funds;
(iii) deliver a period certificate, executed by a duly authorized officer of two years following the terminationBuyer, certifying that the provisions of Sections 6.1 (a) and (b) of this Agreement have been satisfied;
(iv) deliver all other documents required to be delivered by the Buyer on or prior to the Closing Date pursuant to this Agreement or otherwise required from Buyer in connection herewith; and
(v) deliver to the Company the Aggregate UAR Amount and the Aggregate EAR Amount by wire transfer of immediately available funds to a bank account designated by the Company prior to the Closing.
(hvi) Deliver, from the Purchase Price, by wire transfer of immediately available funds the fee payment to such third parties (which shall include the fees to L▇▇▇▇▇ Brothers and the legal fees incurred by the Company in connection with the transactions contemplated by this Agreement and the sales process) as designated prior to Closing by Seller’s Representatives pursuant to Section 10.5 hereof.
(d) At the Closing, the Sellers’ Representatives (on behalf of each Seller who holds any Units) shall deliver to Buyer unit certificates representing the Units that each Seller is selling to the Buyer and the associated stock transfer powers.
(e) At the Closing, immediately following the steps set out in Section 1.2(c) and 1.2(d), the Company shall not be entitled deliver:
(i) to sell the UAR holders, as contemplated by Section 1.1 (a) hereof, the Aggregate UAR amount, less any UAR Holdback Amount and subject to applicable withholding tax, by wire transfer of immediately available funds to the bank accounts designated by the Sellers and Sellers’ Representatives prior to the Closing;
(ii) to the EAR holders, as contemplated by Section 1.1 (b) hereof, the Aggregate EAR Amount, less any EAR Holdback Amount and subject to applicable withholding tax, by wire transfer of immediately available funds to the bank accounts designated by the Sellers and Sellers’ Representatives prior to the Closing; and
(iii) in accordance with the terms of the assets acquired under this agreement until Contribution Agreements (as defined in Section 5.10 hereof) to separate accounts designated by the entire purchase price has been paid Sellers and Sellers’ Representatives the UAR and EAR Amounts Holdback Amounts (each the “EAR Holdback Amount” and “UAR Holdback Amount”), as instructed by Sellers’ Representatives prior to seller and the Note satisfied in full.Closing;
Appears in 1 contract
Closing. The purchase (A) Unless otherwise hereafter mutually agreed in writing by the parties hereto, the Closing Date will be a date acceptable to COMSAT and sale ICO not later than 30 days after the Effective Date; PROVIDED THAT the Closing shall not occur on such date unless on or prior thereto either of the Assets following conditions has occurred (i) USEI and ICO Services or an entity designated by ICO Services have entered into the ICO Services/USEI Memorandum of Understanding or (ii) USEI has given (and not withdrawn) its consent for COMSAT to assign the USEI Agreement to ICO Services or any entity designated by ICO Services. If neither of the conditions referred to in (i) or (ii) of this Section 9(A) has occurred within such 30 day period, the Closing Date shall be deferred to a date acceptable to ICO and COMSAT not later than 60 days after the Effective Date; PROVIDED THAT if neither of the conditions referred to in (i) or (ii) of this Section 9(A) has occurred on or before 60 days after the Effective Date, each of COMSAT and ICO will have the right to terminate this Agreement by giving written notice thereof to the other party. If this Agreement is so terminated, no party hereto will have any right or obligation under this Agreement.
(B) The Closing and the consummation performance by the parties hereto of the other transactions contemplated by their respective obligations under this Agreement shall be closed (at the ?Closing?) as soon as all Closing are conditional upon the occurrence or fulfillment prior to the Closing of the conditions to closing Closing expressly set forth in Sections 7 and 8 can be reasonably satisfied, but in no event beyond February 28, 2005 (the "Closing Date"). If all of the conditions to closing set forth in Sections 7 and 8 below have not been satisfied or waived on or before the Closing Date, then either Buyer or Seller may terminate this Agreement and the performance by written notice to COMSAT and ICO of their respective obligations at the other party, whereupon neither party shall have any obligation to consummate the transactions contemplated herein. The Closing Date may be extended by agreement of the parties. The Closing shall be consummated electronically and telephonicallyClosing.
(aC) At The Closing will occur at 10 o'clock AM on the Closing, Seller shall deliver or cause to be delivered to Buyer the following:
(i) documents reasonably acceptable to Buyer evidencing that Seller has the necessary corporate authority to enter into this Agreement and consummate the transactions contemplated herein, including without limitation, resolutions or minutes of the meeting of each of the Directors and Shareholders of Seller approving this Agreement;
(ii) an original assignment Closing Date in the form offices of attached Exhibit ?A? (the ?Assignment?), duly executed by Seller;
(iii) an original COMSAT Corporation at ▇▇▇▇ of sale in the form of attached Exhibit ?B? (the ?▇▇▇▇ of Sale?), duly executed by Seller;
(iv) the original and all copies of the Documents, the Patent Application and the Trademark Application if applicable;
(v) the originals and all copies of the Contracts identified on Schedule 1.1(e), shall be attached to the Assignment; and
(vi) an executed non-disclosure agreement and assignment of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing Date.
(b) At the Closing, Buyer shall deliver or cause to be delivered to Seller irrevocable instructions (the ?Instructions?) to Sequiam?s transfer agent, duly executed on behalf of Sequiam, authorizing and instructing the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to Seller, in accordance with Section 2(d) below.
(c) All payments, documents, and instruments to be delivered on the Closing Date pursuant to this Agreement shall be regarded as having been delivered simultaneously, and no document or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived by the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) below.
(d) Upon Closing, Buyer shall deliver the Instructions to Sequiam?s transfer agent, and Sequiam?s transfer agent shall issue to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of receipt of the Instructions (the ?Certificate?). The Certificate shall contain the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that from the period beginning on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note in the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005.
(e) Upon Closing, Buyer shall be entitled to possession of all Assets, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum as set forth above and if such default is not cured within thirty (30) days of the due date for such payments of interest or principal, the entire principal sum and accrued interest shall at once become due and payable without notice at the option of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the Corporation.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ or with any key staff member is ▇▇ ▇▇▇▇▇ ▇.▇.▇. At the Closing each party hereto will execute and deliver the documents required and take the other action required to be taken to fulfill at the Closing all the obligations of no further force and effect and that the buyer will undertake not to employ these staff members for a period of two years following the termination.
(h) Buyer shall not be entitled to sell any of the assets acquired such part under this agreement until the entire purchase price has been paid to seller and the Note satisfied in fullAgreement.
Appears in 1 contract
Sources: Agreement (Comsat Corp)
Closing. The sale and purchase and sale of the Assets and Debentures shall occur at the consummation offices of the other transactions contemplated by this Agreement shall be closed (the ?Closing?) as soon as all of the conditions to closing set forth in Sections 7 and 8 can be reasonably satisfiedVenable, but in no event beyond February 28, 2005 (the "Closing Date"). If all of the conditions to closing set forth in Sections 7 and 8 below have not been satisfied or waived on or before the Closing Date, then either Buyer or Seller may terminate this Agreement by written notice to the other party, whereupon neither party shall have any obligation to consummate the transactions contemplated herein. The Closing Date may be extended by agreement of the parties. The Closing shall be consummated electronically and telephonically.
(a) At the Closing, Seller shall deliver or cause to be delivered to Buyer the following:
(i) documents reasonably acceptable to Buyer evidencing that Seller has the necessary corporate authority to enter into this Agreement and consummate the transactions contemplated herein, including without limitation, resolutions or minutes of the meeting of each of the Directors and Shareholders of Seller approving this Agreement;
(ii) an original assignment in the form of attached Exhibit ?A? (the ?Assignment?), duly executed by Seller;
(iii) an original ▇▇▇▇▇▇▇ of sale in the form of attached Exhibit ?B? (the ?and ▇▇▇▇ of Sale?), duly executed by Seller;
(iv) the original and all copies of the Documents, the Patent Application and the Trademark Application if applicable;
(v) the originals and all copies of the Contracts identified on Schedule 1.1(e), shall be attached to the Assignment; and
(vi) an executed non-disclosure agreement and assignment of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing Date.
(b) At the Closing, Buyer shall deliver or cause to be delivered to Seller irrevocable instructions (the ?Instructions?) to Sequiam?s transfer agent, duly executed on behalf of Sequiam, authorizing and instructing the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to Seller, in accordance with Section 2(d) below.
(c) All payments, documents, and instruments to be delivered on the Closing Date pursuant to this Agreement shall be regarded as having been delivered simultaneously, and no document or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived by the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) below.
(d) Upon Closing, Buyer shall deliver the Instructions to Sequiam?s transfer agent, and Sequiam?s transfer agent shall issue to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of receipt of the Instructions (the ?Certificate?). The Certificate shall contain the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that from the period beginning on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note in the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005.
(e) Upon Closing, Buyer shall be entitled to possession of all Assets, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum as set forth above and if such default is not cured within thirty (30) days of the due date for such payments of interest or principal, the entire principal sum and accrued interest shall at once become due and payable without notice at the option of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the Corporation.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with ▇▇. ▇, LLP, 1800 Mercantile Bank and Trust Building, ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ , Baltimore, Maryland 21201, at 9:00 a.m., local time, at a closing (the "Closing"), which shall occur as soon as practicable after ------- satisfaction or with any key staff member waiver of each of the conditions to closing set forth herein (but in no event prior to March 20, 2000) or on such other Business Day thereafter as may be agreed upon by the Company and Apollo Management. The date on which the Closing occurs is referred to herein as the "Closing Date." At the ------------ Closing (a) the Company will deliver to each Purchaser the Debentures to be purchased by such Purchaser in the form of no further force a single Debenture (or such greater number of Debentures as Apollo Management may request), dated the Closing Date, and effect registered in such Purchaser's name (or in the name of such Purchaser's nominee), against delivery by such Purchaser to the Company of immediately available funds in the amount of the purchase price therefor by wire transfer to such bank account as the Company shall have notified Apollo Management in writing and that (b) the buyer will undertake not Company shall pay the Closing Fee in immediately available funds by wire transfer to employ these staff members for a period of two years following such bank accounts as Apollo Management shall have notified the termination.
(h) Buyer Company in writing. If at the Closing the Company shall not be entitled fail to sell tender such Debentures to such Purchaser or pay the Closing Fee as provided above in this Section 3, or any of the assets acquired conditions specified in Section 4 shall not have been fulfilled to such Purchaser's reasonable satisfaction, such Purchaser shall, at its election, be relieved of all further obligations under this agreement until the entire purchase price has been paid to seller and the Note satisfied in fullAgreement, without thereby waiving any rights it may have by reason of such failure or such nonfulfillment.
Appears in 1 contract
Closing. The purchase and sale closing of the Assets and purchases by the consummation Purchaser of the other transactions contemplated by this Agreement shall be closed (the ?Closing?) as soon as all of the conditions to closing set forth in Sections 7 and 8 can be reasonably satisfied, but in no event beyond February 28, 2005 Flemings Shares (the "Closing DateClosing"). If all ) shall take place on the earliest of the conditions to closing set forth in Sections 7 and 8 below have not been satisfied or waived on or before the Closing Date, then either Buyer or Seller may terminate this Agreement by written notice to the other party, whereupon neither party shall have any obligation to consummate the transactions contemplated herein. The Closing Date may be extended by agreement of the parties. The Closing shall be consummated electronically and telephonically.
(a) At the Closing, Seller shall deliver or cause to be delivered to Buyer the following:
(i) documents reasonably acceptable to Buyer evidencing the fifth Business Day following the date that Seller has Chase notifies the necessary corporate authority to enter into this Agreement and consummate the transactions contemplated herein, including without limitation, resolutions or minutes of the meeting of each of the Directors and Shareholders of Seller approving this Agreement;
(ii) an original assignment in the form of attached Exhibit ?A? (the ?Assignment?), duly executed by Seller;
(iii) an original ▇▇▇▇ of sale in the form of attached Exhibit ?B? (the ?▇▇▇▇ of Sale?), duly executed by Seller;
(iv) the original and all copies of the Documents, the Patent Application and the Trademark Application if applicable;
(v) the originals and all copies of the Contracts identified on Schedule 1.1(e), shall be attached to the Assignment; and
(vi) an executed non-disclosure agreement and assignment of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing Date.
(b) At the Closing, Buyer shall deliver or cause to be delivered to Seller irrevocable instructions (the ?Instructions?) to Sequiam?s transfer agent, duly executed on behalf of Sequiam, authorizing and instructing the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to Seller, in accordance with Section 2(d) below.
(c) All payments, documents, and instruments to be delivered on the Closing Date pursuant other parties to this Agreement shall be regarded as having been delivered simultaneouslythat Chase has purchased at least 80% of the outstanding Flemings ordinary shares, and no document or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived by the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) below.
(d) Upon Closing, Buyer shall deliver the Instructions to Sequiam?s transfer agent, and Sequiam?s transfer agent shall issue pursuant to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of receipt of the Instructions (the ?Certificate?). The Certificate shall contain the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended Takeover Offer (the "ACTAcquisition"), or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) the fifth Business Day following delivery of a notice from the Sellers to Purchaser that the extent applicable, in accordance with Rule 144 under Takeover Offer has lapsed or is otherwise terminated without Chase purchasing at least 80% of the ACT (or any similar rule under the ACT relating to the disposition of securities)outstanding Flemings ordinary shares, and (iii) an opinion of counselDecember 31, reasonably satisfactory to counsel to the issuer2000; provided, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that Closing shall not occur less than 30 days from the period beginning on the date hereof. The Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note in the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005.
(e) Upon Closing, Buyer shall be entitled to possession of all Assets, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum as set forth above and if such default is not cured within thirty (30) days of the due date for such payments of interest or principal, the entire principal sum and accrued interest shall at once become due and payable without notice place at the option offices of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all rightCleary, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateralGottlieb, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. FurthermoreSteen & Hamilton, Any unpaid balance of the purchase priceOne Liberty ▇▇▇▇a, whether due or not▇▇▇ ▇▇▇▇, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the Corporation.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with ▇▇▇ ▇▇▇▇ ▇▇▇▇▇. ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ provide the notices contemplated by this Section 1.3 immediately upon the occurrence of the applicable event. If on such earliest date the conditions to Closing set forth in Article V have not been satisfied or with any key staff member is to be of no further force and effect and that waived, the buyer Closing will undertake not to employ these staff members for a period of two years occur on the fifth Business Day following such satisfaction or waiver. At the termination.Closing:
(ha) Buyer JFIH shall not be entitled deliver to sell any the Purchaser or its assignee a certificate evidencing 50,000 Flemings Shares, duly endorsed to Purchaser or accompanied by duly executed stock powers in favor of Purchaser;
(b) Copthall shall deliver to the assets acquired under this agreement until Purchaser or its assignee a certificate evidencing 50,000 Flemings Shares, duly endorsed to Purchaser or accompanied by duly executed stock powers in favor of Purchaser;
(c) Purchaser shall deliver to the entire purchase price has been paid account specified by JFIH prior to seller and the Note satisfied Closing a wire transfer in fullimmediately available funds in the amount equal to the JFIH Purchase Price; and
(d) Purchaser shall deliver to the account specified by Copthall prior to the Closing a wire transfer in immediately available funds in the amount equal to the Copthall Purchase Price.
Appears in 1 contract
Sources: Stock Purchase Agreement (Price T Rowe Associates Inc /Md/)
Closing. The purchase and sale of the Assets and the consummation of the other transactions contemplated by this Agreement shall be closed closing hereunder (the ?"Closing?") as soon as shall take place on the first practicable date after all required regulatory and other approvals have been obtained and after the satisfaction or waiver of the all other conditions to closing precedent set forth in Sections 7 8 and 8 can be reasonably satisfied9, but in any event no event beyond February 28later than November 30, 2005 1997, or such other date as Buyer and AHG shall mutually agree, and shall be held at the offices of Broad and ▇▇▇▇▇▇, Miami, Florida, at 9:00 a.m. or at such other place and time as may be mutually agreed to by the Buyer and AHG (the "Closing Date"). If all of Notwithstanding the conditions to closing set forth in Sections 7 and 8 below have not been satisfied or waived actual time the following steps are taken on or before the Closing Date, then either Buyer or Seller may terminate this Agreement by written notice to the other party, whereupon neither party shall have any obligation to consummate parties hereto agree that the transactions contemplated herein. The Closing Date may be extended by agreement of the parties. The Closing shall be consummated electronically effective and telephonically.deemed for all purposes to have occurred as of 12:01 a.m. local time on the date immediately following the Closing Date. At the Closing, the parties agree to take the following steps in the order listed below (provided, however, that upon their completion all of these steps shall be deemed to have occurred simultaneously):
(a) At Each of the Closing, Seller Sellers and the Buyer shall deliver to the other a copy of the resolutions of its Board of Directors and, in the case of each Seller, its shareholders or cause to be delivered to Buyer partners, as the following:
(i) documents reasonably acceptable to Buyer evidencing that Seller has the necessary corporate authority to enter into this Agreement and consummate case may be, authorizing the transactions contemplated hereinby this Agreement as to such Seller, including certified in each case by its Secretary or Assistant Secretary or partner, as the case may be;
(b) Each of the Sellers and the Buyer shall deliver to the other a good standing certificate of such party (which is dated not more than 15 days prior to the Closing);
(c) Each of the Sellers shall deliver to the Buyer instruments reasonably satisfactory to the Buyer and its counsel for such Seller to assign the Purchased Property (including, without limitation, resolutions or minutes the Cash and Cash Equivalents, which, at the election of the meeting Buyer, shall be either by bank check or wire transfer of each of immediately available funds) to the Directors Buyer, and Shareholders of Seller approving this the Buyer shall deliver to the Sellers the Assumption Agreement;
(iid) an original assignment in Each of the form Sellers shall deliver to the Buyer, or make available at the locations specified by the Buyer prior to the Closing, the originals of attached Exhibit ?A? (the ?Assignment?)Files and Records, duly executed by SellerLicenses and Permits and Contracts, together with originals of any required consents to assignment;
(iiie) an original ▇▇▇▇ Each of sale in the form of attached Exhibit ?B? (Sellers and their Affiliates shall have delivered to the ?▇▇▇▇ of Sale?)Buyer all other agreements, duly executed documents and certificates required by Sellerthis Agreement to be delivered by them to the Buyer at or before the Closing;
(ivf) the original and all copies Each of the DocumentsSellers and the Buyer shall deliver to each other certificates by appropriate officers of such parties certifying the fulfillment of the conditions set forth in Section 8, and, in the case of the Buyer, the Patent Application and fulfillment of the Trademark Application if applicableconditions set forth in Section 9;
(vg) The Buyer shall pay the originals and all copies of the Contracts identified on Schedule 1.1(e), shall be attached Closing Cash Installment to the Assignment; and
(vi) an executed non-disclosure agreement Sellers and assignment of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior Escrow Deposit to the Closing Date.
(b) At the Closing, Buyer shall deliver or cause to be delivered to Seller irrevocable instructions (the ?Instructions?) to Sequiam?s transfer agent, duly executed on behalf of Sequiam, authorizing and instructing the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to Seller, Escrow Agent in accordance with Section 2(d) below.
(c) All payments, documents3.1, and instruments to be delivered on each of the Sellers, the Buyer and the Escrow Agent shall execute and deliver the Escrow Agreement and documents acknowledging receipt from the other, respectively, of the Purchased Property, the Closing Date pursuant to this Agreement shall be regarded as having been delivered simultaneously, and no document or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived by the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) below.
(d) Upon Closing, Buyer shall deliver the Instructions to Sequiam?s transfer agent, and Sequiam?s transfer agent shall issue to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of receipt of the Instructions (the ?Certificate?). The Certificate shall contain the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that from the period beginning on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, Cash Installment and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stockEscrow Deposit. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note in the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005.
(e) Upon Closing, Buyer shall be entitled to possession of all Assets, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum as set forth above and if such default is not cured within thirty (30) days of the due date for such payments of interest or principal, the entire principal sum and accrued interest shall at once become due and payable without notice at the option of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the Corporation.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ or with any key staff member is to be of no further force and effect and that the buyer will undertake not to employ these staff members for a period of two years following the termination.
(h) Buyer shall not be entitled to sell any of the assets acquired under this agreement until the entire purchase price has been paid to seller and the Note satisfied in full.~
Appears in 1 contract
Sources: Asset Purchase Agreement (GHS Inc)
Closing. The purchase and sale of the Assets and the consummation of the other transactions contemplated by this Agreement shall be closed (the ?Closing?) as soon as all of the conditions to closing set forth in Sections 7 and 8 can be reasonably satisfied, but in no event beyond February 28, 2005 (the "Closing Date"). If all of the conditions to closing set forth in Sections 7 and 8 below have not been satisfied or waived on or before the Closing Date, then either Buyer or Seller may terminate this Agreement by written notice to the other party, whereupon neither party shall have any obligation to consummate the transactions contemplated herein. The Closing Date may be extended by agreement of the parties. The Closing shall take place on the Closing Date in the manner set forth below. The deliveries specified in this Section 2 shall be consummated electronically deemed to occur simultaneously as part of a single transaction, and telephonicallyno delivery shall be deemed to have been made until all such deliveries have been made.
(A) The Purchaser shall have received from the Company the following documents:
(a) At True and correct copies of the Closingresolutions of the Company's Board of Directors, Seller shall deliver or cause to be delivered to Buyer the following:
(i) documents reasonably acceptable to Buyer evidencing that Seller has the necessary corporate authority to enter into this Agreement and consummate approving, among other things, the transactions contemplated herein, including without limitation, resolutions or minutes the issuance of the meeting of each Purchased Shares, the issuance of the Directors Convertible Debenture, and Shareholders the grant of Seller approving this Agreementthe Warrant;
(b) (i) one or more validly issued share certificates of the Common Stock of the Company representing, in aggregate, the Purchased Shares issued in the name of the Purchaser in consideration for the Purchase Price paid to the Company; (ii) a duly executed copy of this Agreement, (iii) a duly executed Convertible Debenture, and (iv) a duly executed Warrant;
(c) A certificate duly executed by an original assignment officer of the Company dated as of the Closing Date (the “Compliance Certificate”) in the form of attached hereto as Exhibit ?A? (the ?Assignment?2(A)(c), duly executed by Seller;
(iiid) an original ▇▇▇▇ Audited annual financial statements for 2007 and audited financial statements for the first quarter (and, to the extent required by SEC rules or regulations, first half) of sale 2008, both prepared and presented in the form of attached Exhibit ?B? accordance with US GAAP (the ?▇▇▇▇ of Sale?), duly executed together with audited comparison numbers for 2006 and 2005) and such other information as may be required by Seller;Purchaser to comply with its obligations pursuant to SEC rules and regulations; and
(ivB) The Company shall have obtained, and delivered to the original and all Purchaser copies of the Documentsof, the Patent Application Required Approvals and the Trademark Application if applicable;
Notices (vas defined below) the originals and all copies of the Contracts identified on Schedule 1.1(e), which shall be attached to the Assignment; and
(vi) an executed non-disclosure agreement and assignment of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing Date.
(b) At the Closing, Buyer shall deliver or cause to be delivered to Seller irrevocable instructions (the ?Instructions?) to Sequiam?s transfer agent, duly executed on behalf of Sequiam, authorizing and instructing the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to Seller, in accordance with Section 2(d) below.
(c) All payments, documents, and instruments to be delivered on the Closing Date pursuant to this Agreement shall be regarded as having been delivered simultaneously, and no document or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived by the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) belowExhibit 2(B).
(d) Upon Closing, Buyer shall deliver the Instructions to Sequiam?s transfer agent, and Sequiam?s transfer agent shall issue to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of receipt of the Instructions (the ?Certificate?). The Certificate shall contain the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that from the period beginning on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note in the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005.
(e) Upon Closing, Buyer shall be entitled to possession of all Assets, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum as set forth above and if such default is not cured within thirty (30) days of the due date for such payments of interest or principal, the entire principal sum and accrued interest shall at once become due and payable without notice at the option of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the Corporation.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ or with any key staff member is to be of no further force and effect and that the buyer will undertake not to employ these staff members for a period of two years following the termination.
(h) Buyer shall not be entitled to sell any of the assets acquired under this agreement until the entire purchase price has been paid to seller and the Note satisfied in full.
Appears in 1 contract
Sources: Subscription and Registration Rights Agreement (Biocancell Therapeutics Inc.)
Closing. (a) The purchase Closing shall take place (i) on a Business Day specified by the Class A Purchaser in a notice to the Company and sale the Class B Purchaser (the “Notice of Closing”) following the satisfaction or waiver of the Assets conditions set forth in Section 2.03, Section 2.04, Section 2.05, and Section 2.06 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions at the Closing), but which Closing shall take place on the PSA Closing Date, but immediately prior to consummation of the other transactions contemplated by this Agreement shall be closed (the ?Closing?) as soon as all Company’s acquisition of the conditions to closing set forth in Sections 7 and 8 can be reasonably satisfied, but in no event beyond February 28, 2005 (the "Closing Date"). If all of the conditions to closing set forth in Sections 7 and 8 below have not been satisfied or waived on or before the Closing Date, then either Buyer or Seller may terminate this Agreement by written notice Acquired Assets pursuant to the other party, whereupon neither party shall have any obligation to consummate the transactions contemplated herein. The Closing Date may be extended by agreement of the parties. The Closing shall be consummated electronically and telephonically.
(a) At the Closing, Seller shall deliver or cause to be delivered to Buyer the following:
(i) documents reasonably acceptable to Buyer evidencing that Seller has the necessary corporate authority to enter into this Agreement and consummate the transactions contemplated herein, including without limitation, resolutions or minutes of the meeting of each of the Directors and Shareholders of Seller approving this Agreement;
(ii) an original assignment in the form of attached Exhibit ?A? (the ?Assignment?), duly executed by Seller;
(iii) an original ▇▇▇▇▇ Purchase and Sale Agreement and shall be (A) no earlier than twelve (12) Business Days after receipt by the Class B Purchaser of sale the Notice of Closing and (B) no later than the Drop-Dead Date, or (ii) at such other time and place as the Company and the Purchasers may agree, subject, in each case, to the form satisfaction or waiver of attached Exhibit ?B? the conditions set forth in Section 2.03, Section 2.04, Section 2.05, and Section 2.06 at the Closing; provided that, if the conditions set forth in Section 2.03 and Section 2.04(b) are satisfied or waived (other than those conditions that by their nature are to be satisfied at the ?▇▇▇▇ Closing, but subject to the fulfillment or waiver of Sale?those conditions at the Closing), duly executed then, if requested by Seller;
(iv) the original and all copies of the DocumentsCompany, the Patent Application and the Trademark Application if applicable;
Class B Purchaser shall deliver, one (v1) the originals and all copies of the Contracts identified on Schedule 1.1(e), shall be attached to the Assignment; and
(vi) an executed non-disclosure agreement and assignment of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days Business Day prior to the Closing DateDate (but no earlier than twelve (12) Business Days after receipt by the Class B Purchaser of the Notice of Closing), the Class B Purchase Price to the Company by wire transfer of immediately available funds to an account designated by the Company in writing at least two (2) Business Days in advance, which Class B Purchase Price will be held by the Company in escrow pending the Closing (such amount, if applicable, the “Escrowed Amount”); provided, further, that, if the Closing is not consummated on the next Business Day following the funding of the Class B Purchase Price then, if requested by the Class B Purchaser in writing, the Company will promptly return the Escrowed Amount to the Class B Purchaser by wire transfer of immediately available funds to an account designated in writing by the Class B Purchaser at the time it requests the return of the Escrowed Amount.
(b) At The parties hereto agree that the Closing, Buyer shall deliver or cause to be delivered to Seller irrevocable instructions Class A Purchaser (the ?Instructions?) to Sequiam?s transfer agent, duly executed on behalf of Sequiamthe Company) shall be required to deliver the Notice of Closing no later than twelve (12) Business Days prior to the Drop-Dead Date, authorizing and instructing to the transfer agent extent such Notice of Closing has not been delivered by such date, such Notice of Closing shall be deemed to issue Two Hundred Fifty Thousand (250,000) shares have been given, and the Closing shall occur on the Drop-Dead Date, subject to the satisfaction or waiver of common stock of Sequiam to Sellerthe conditions set forth in Section 2.03, in accordance with Section 2(d) below2.04, Section 2.05, and Section 2.06 on such date.
(c) All payments, documents, and instruments to be delivered on the The Closing Date pursuant to this Agreement shall be regarded as having been delivered simultaneously, and no document or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived by the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) below.
(d) Upon Closing, Buyer shall deliver the Instructions to Sequiam?s transfer agent, and Sequiam?s transfer agent shall issue to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of receipt of the Instructions (the ?Certificate?). The Certificate shall contain the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that from the period beginning on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note in the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005.
(e) Upon Closing, Buyer shall be entitled to possession of all Assets, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum as set forth above and if such default is not cured within thirty (30) days of the due date for such payments of interest or principal, the entire principal sum and accrued interest shall at once become due and payable without notice place at the option offices of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all rightSkadden, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateralArps, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. FurthermoreSlate, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the Corporation.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with ▇▇. ▇▇▇▇▇▇ & ▇▇▇▇ LLP at One ▇▇▇▇▇▇ Square, Wilmington, Delaware (or with any key staff member is such other location as agreed to be of no further force and effect and that by the buyer will undertake not to employ these staff members for a period of two years following the termination.
(h) Buyer shall not be entitled to sell any of the assets acquired under this agreement until the entire purchase price has been paid to seller Company and the Note satisfied in fullPurchasers).
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (NextEra Energy Partners, LP)
Closing. The purchase and sale closing of the Assets and transaction contemplated in Section 2.02 (“Closing”) shall take place at the consummation of places as the other transactions contemplated by this Agreement parties may agree, on August 31, 2013 (provided that if such day is not a Business Day, any action that is required to be taken on a Business Day shall be closed (taken on the ?Closing?) as soon as all next succeeding Business Day), subject to satisfaction or, to the extent permissible, waiver by the party or parties entitled to the benefit of the conditions to closing set forth in Sections 7 Article 8 (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permissible, waiver of those conditions at the Closing), and 8 can be reasonably in the event such conditions have not been satisfied, but in or waived, on or prior to August 31, 2013, the Closing shall take place no event beyond February 28later than five Business Days following the satisfaction or, 2005 (to the "Closing Date"). If all extent permissible, waiver by the party or parties entitled to the benefit of the conditions to closing set forth in Sections 7 Article 8 (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permissible, waiver of those conditions at the Closing), or at such other time or place as Buyer and 8 below have not been satisfied or waived on or before the Closing Date, then either Buyer or Seller may terminate this Agreement by written notice to agree. At the other party, whereupon neither party shall have any obligation to consummate the transactions contemplated herein. The Closing Date may be extended by agreement of the parties. The Closing shall be consummated electronically and telephonically.Closing:
(a) At the Closing, Seller VIE1 Termination Agreements shall deliver or cause to be delivered to Buyer the following:
(i) documents reasonably acceptable to Buyer evidencing that Seller has the necessary corporate authority to enter into this Agreement and consummate the transactions contemplated herein, including without limitation, resolutions or minutes of the meeting of each of the Directors and Shareholders of Seller approving this Agreement;
(ii) an original assignment in the form of attached Exhibit ?A? (the ?Assignment?), duly executed and delivered by Sellerthe parties thereto;
(iii) an original ▇▇▇▇ of sale in the form of attached Exhibit ?B? (the ?▇▇▇▇ of Sale?), duly executed by Seller;
(iv) the original and all copies of the Documents, the Patent Application and the Trademark Application if applicable;
(v) the originals and all copies of the Contracts identified on Schedule 1.1(e), shall be attached to the Assignment; and
(vi) an executed non-disclosure agreement and assignment of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing Date.
(b) At the Closing, Buyer VIE2 Termination Agreements shall deliver or cause to be delivered to Seller irrevocable instructions (the ?Instructions?) to Sequiam?s transfer agent, duly executed on behalf of Sequiam, authorizing and instructing delivered by the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to Seller, in accordance with Section 2(d) below.parties hereto;
(c) All payments, documents, and instruments to be delivered on the Closing Date pursuant to this Domestic Subsidiary 1 Termination Agreement shall be regarded as having been duly executed and delivered simultaneously, and no document or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived by the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) below.parties hereto;
(d) Upon Closing, Buyer the New Control Documents shall deliver be duly executed and delivered by the Instructions to Sequiam?s transfer agent, parties thereto;
(e) the New Service Agreements shall be duly executed and Sequiam?s transfer agent shall issue to delivered by the Seller one share certificate for Two Hundred Fifty Thousand parties thereto;
(250,000f) shares of common stock of Sequiam within five (5) business days of receipt of the Instructions (the ?Certificate?). The Certificate shall contain the following legend: The securities represented by this certificate have not been registered transactions contemplated under the Securities Act of 1933, as amended (Restructuring Documents and/or the "ACT"), or the securities laws of any state, and may not Onshore Acquisition Agreements that are to be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, consummated at Closing shall be duly consummated in accordance with Rule 144 under the ACT terms thereof;
(or any similar rule under the ACT relating to the disposition of securities), and (iiig) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that from the period beginning on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together a certificate, along with a Promissory note in documents evidencing the amount confirmation of $440,000 payable in eight (8) quarterly payments full and complete payment of $55,000.00 commencing July 1st, 2005.
(e) Upon Closing, Buyer shall be entitled to possession of all Assets, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum Existing Debt through setoff against the Consideration as set forth above and if such default is not cured within thirty (30) days of the due date for such payments of interest or principal, the entire principal sum and accrued interest shall at once become due and payable without notice at the option of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the Corporation.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ or with any key staff member is to be of no further force and effect and that the buyer will undertake not to employ these staff members for a period of two years following the termination.Section 2.06(c)(i);
(h) Buyer shall not be entitled deliver to sell Seller the Closing Cash Payment;
(i) Seller shall deliver any other items the delivery of which is made an express condition to Buyer’s obligations to the assets acquired under this agreement until the entire purchase price has been paid Closing pursuant to seller and the Note satisfied in fullArticle 8.
Appears in 1 contract
Closing. (a) The purchase and sale closing of the Assets sale and the consummation purchase of the other transactions contemplated by this Agreement shall be closed (the ?Closing?) as soon as all of the conditions to closing set forth in Sections 7 and 8 can be reasonably satisfied, but in no event beyond February 28, 2005 New Securities hereunder (the "Closing DateClosing"). If all ) will take place at the office of the conditions to closing set forth in Sections 7 and 8 below have not been satisfied or waived on or before the Closing DateLoeb & Loeb LLP, then either Buyer or Seller may terminate this Agreement by written notice to the other partySuite 2100, whereupon neither party shall have any obligation to consummate the transactions contemplated herein. The Closing Date may be extended by agreement of the parties. The Closing shall be consummated electronically and telephonically.
(a) At the Closing, Seller shall deliver or cause to be delivered to Buyer the following:
(i) documents reasonably acceptable to Buyer evidencing that Seller has the necessary corporate authority to enter into this Agreement and consummate the transactions contemplated herein, including without limitation, resolutions or minutes of the meeting of each of the Directors and Shareholders of Seller approving this Agreement;
(ii) an original assignment in the form of attached Exhibit ?A? (the ?Assignment?), duly executed by Seller;
(iii) an original 10100 Santa Mon▇▇▇ ▇▇▇▇., ▇▇▇ of sale in the form of attached Exhibit ?B? (the ?▇▇▇▇ of Sale?), duly executed by Seller;
(iv) the original and all copies of the Documents, the Patent Application and the Trademark Application if applicable;
(v) the originals and all copies of the Contracts identified on Schedule 1.1(e), shall be attached to the Assignment; and
(vi) an executed non-disclosure agreement and assignment of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing Date.
(b) At the Closing, Buyer shall deliver or cause to be delivered to Seller irrevocable instructions (the ?Instructions?) to Sequiam?s transfer agent, duly executed on behalf of Sequiam, authorizing and instructing the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to Seller, in accordance with Section 2(d) below.
(c) All payments, documents, and instruments to be delivered on the Closing Date pursuant to this Agreement shall be regarded as having been delivered simultaneously, and no document or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived by the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) below.
(d) Upon Closing, Buyer shall deliver the Instructions to Sequiam?s transfer agent, and Sequiam?s transfer agent shall issue to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of receipt of the Instructions (the ?Certificate?). The Certificate shall contain the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that from the period beginning on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note in the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005.
(e) Upon Closing, Buyer shall be entitled to possession of all Assets, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum as set forth above and if such default is not cured within thirty (30) days of the due date for such payments of interest or principal, the entire principal sum and accrued interest shall at once become due and payable without notice at the option of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the Corporation.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with ▇▇. ▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ , on May 28, 2000 (or with any key staff member is on such other date, not later than June 15, 2000, to be of no further force and effect and that which the buyer will undertake Purchasers may agree) (the "Closing Date") not to employ these staff members for a period of two years following the terminationlater than 11:00 a.m. local time.
(hb) Buyer At the Closing, the Company will deliver the New Securities to the Purchasers, and the Purchasers will deliver to (or for the benefit of) the Company the cash purchase price in payment of the New Common Shares and the Cancelled Securities (and, in the case of the Gillett Family Partnership, ▇▇▇ ▇▇endment and restatement of the Gillett Management Agreemen▇ ▇▇▇▇▇mplated by Section 4.3(c))in payment of the New Notes in accordance with Schedule 2 attached hereto, duly endorsed for surrender and cancellation. Delivery of the New Securities shall not be entitled made in the form of one or more New Notes and one or more certificates for New Common Shares in such denominations and registered in such names as are specified on Schedule 1 attached hereto and in each case dated and, in the case of each New Note, bearing interest from, the Closing Date.
(c) Unless waived by the Required Holders of each class of Securities, if at the Closing the Company shall fail to sell tender the New Securities to be delivered thereat as provided herein, or if at the Closing any of the assets acquired conditions specified in Section 4 shall not have been fulfilled to the satisfaction of each of the Purchasers, each Purchaser shall, at its election, be relieved of all further obligations under this agreement until the entire purchase price has been paid to seller and the Note satisfied in fullAgreement, without thereby waiving any other rights it may have by reason of such failure or such non-fulfillment.
Appears in 1 contract
Sources: Securities Purchase Agreement (Booth Creek Ski Holdings Inc)
Closing. The purchase (a) Subject to the terms and sale of the Assets and the consummation of the other transactions contemplated by this Agreement shall be closed (the ?Closing?) as soon as all of the conditions to closing set forth in Sections 7 and 8 can be reasonably satisfiedthis Agreement, but in no event beyond February 28, 2005 (the "Closing Date"). If all of the conditions to closing set forth in Sections 7 and 8 below have not been satisfied or waived on or before at the Closing Datethe Company shall issue and sell to each Investor, then either Buyer or Seller may terminate this Agreement by written notice to and each Investor shall, severally and not jointly, purchase from the other partyCompany, whereupon neither party shall have any obligation to consummate the transactions contemplated herein. The Closing Date may be extended by agreement of Notes and the partiesWarrants representing such Investor’s Investment Amount. The Closing shall be consummated electronically and telephonically.
(a) At take place at the Closing, Seller shall deliver or cause to be delivered to Buyer the following:
(i) documents reasonably acceptable to Buyer evidencing that Seller has the necessary corporate authority to enter into this Agreement and consummate the transactions contemplated herein, including without limitation, resolutions or minutes offices of the meeting of each of the Directors and Shareholders of Seller approving this Agreement;
(ii) an original assignment in the form of attached Exhibit ?A? (the ?Assignment?), duly executed by Seller;
(iii) an original ▇▇▇▇▇ of sale in the form of attached Exhibit ?B? (the ?▇▇▇▇ of Sale?)LLP, duly executed by Seller;
(iv) the original and all copies of the Documents, the Patent Application and the Trademark Application if applicable;
(v) the originals and all copies of the Contracts identified on Schedule 1.1(e), shall be attached to the Assignment; and
(vi) an executed non-disclosure agreement and assignment of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing Date.
(b) At the Closing, Buyer shall deliver or cause to be delivered to Seller irrevocable instructions (the ?Instructions?) to Sequiam?s transfer agent, duly executed on behalf of Sequiam, authorizing and instructing the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to Seller, in accordance with Section 2(d) below.
(c) All payments, documents, and instruments to be delivered on the Closing Date pursuant to this Agreement shall be regarded as having been delivered simultaneously, and no document or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived by the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) below.
(d) Upon Closing, Buyer shall deliver the Instructions to Sequiam?s transfer agent, and Sequiam?s transfer agent shall issue to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of receipt of the Instructions (the ?Certificate?). The Certificate shall contain the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that from the period beginning on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note in the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005.
(e) Upon Closing, Buyer shall be entitled to possession of all Assets, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum as set forth above and if such default is not cured within thirty (30) days of the due date for such payments of interest or principal, the entire principal sum and accrued interest shall at once become due and payable without notice at the option of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the Corporation.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ at 4:30 p.m. (New York City time) on the Closing Date or with any key staff member is to be of no further force and effect and that at such other location or time as the buyer will undertake not to employ these staff members for a period of two years following the terminationparties may agree.
(hb) Buyer At the Closing, the Company shall not deliver or cause to be entitled delivered to sell any each Investor the following (the “Company Deliverables”):
(i) Notes in the aggregate principal amount of the assets acquired under Investment Amount indicated below such Investor’s name on its signature page of this agreement until Agreement, registered in the entire purchase price has been paid name of such Investor;
(ii) Warrants, registered in the name of such Investor, pursuant to seller which such Investor shall have the right to acquire the number of Warrant Shares of Common Stock equal to 20% of the quotient of the principal amount of the Note issued to such Investor in accordance with Section 2.1(b)(i) (without regard to any conversion restrictions contained thereunder) divided by $1.25 (the Conversion Price as set forth in such Note);
(iii) resolutions of the Company authorizing the execution and delivery of the Transaction Documents by the Company and the Note satisfied consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Notes and the Warrants and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants, duly executed by the Board of Directors of the Company;
(iv) a certificate executed by a duly authorized officer of the Company certifying that (i) all representations and warranties made by the Company and information furnished by the Company in fullany schedules to this Agreement, are true and correct in all material respects as of the Closing Date, (ii) all covenants, agreements and obligations required by this Agreement to be performed or complied with by the Company, prior to or at the Closing, have been performed or complied with and (iii) the items referenced in Sections 2.1(d)(iv)-(vii) are true and correct as of the Closing Date; and
(v) any other documents reasonably requested by such Investor.
(c) At the Closing, each Investor shall deliver or cause to be delivered to the Company the Investment Amount indicated below such Investor’s name on its signature page of this Agreement, in United States dollars and in immediately available funds, by wire transfer (or check) to an account designated in writing by the Company for such purpose (the “Investor Deliverables”).
Appears in 1 contract
Sources: Purchase Agreement (Uni-Pixel)
Closing. (a) The purchase and sale of Assets shall take place at a closing (the Assets “Closing”), to be held on December 30, 2011 at such time and the consummation of the other transactions contemplated by this Agreement place as shall be closed (determined by the ?Closing?) as soon as all of the conditions to closing set forth in Sections 7 Teliphone and 8 can be reasonably satisfied, but in no event beyond February 28, 2005 (the "Closing Date"). If all of the conditions to closing set forth in Sections 7 and 8 below have not been satisfied or waived on or before the Closing Date, then either Buyer or Seller may terminate this Agreement by written notice to the other party, whereupon neither party shall have any obligation to consummate the transactions contemplated herein. The Closing Date may be extended by agreement of the parties. The Closing shall be consummated electronically and telephonically.
(a) At the Closing, Seller shall deliver or cause to be delivered to Buyer the following:
(i) documents reasonably acceptable to Buyer evidencing that Seller has the necessary corporate authority to enter into this Agreement and consummate the transactions contemplated herein, including without limitation, resolutions or minutes of the meeting of each of the Directors and Shareholders of Seller approving this Agreement;
(ii) an original assignment in the form of attached Exhibit ?A? (the ?Assignment?), duly executed by Seller;
(iii) an original ▇▇▇▇ of sale in the form of attached Exhibit ?B? (the ?▇▇▇▇ of Sale?), duly executed by Seller;
(iv) the original and all copies of the Documents, the Patent Application and the Trademark Application if applicable;
(v) the originals and all copies of the Contracts identified on Schedule 1.1(e), shall be attached to the Assignment; and
(vi) an executed non-disclosure agreement and assignment of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing DateNYTEX.
(b) At Within 60 days of closing, a final accounting of asset/liability transfer will be documented and agreed to by the Closing, Buyer shall deliver or cause to be delivered to Seller irrevocable instructions (the ?Instructions?) to Sequiam?s transfer agent, duly executed on behalf of Sequiam, authorizing and instructing the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to Seller, in accordance with Section 2(d) belowparties.
(c) All paymentsWithin 30 days after the Closing, documents, NYTEX and instruments Teliphone will undertake to be delivered on the Closing Date pursuant develop a plan for orderly transfer of NYTEX operations to this Agreement shall be regarded as having been delivered simultaneously, and no document or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived Teliphone such that NYTEX clients are not affected by the party transfer and such that Teliphone has adequate time to whom such delivery was prepare its business and financial processes to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) belowaccommodate the transfer.
(d) Upon ClosingAt time of closing, Buyer shall deliver the Instructions Teliphone agrees to Sequiam?s transfer agent, and Sequiam?s issue instructions to its transfer agent shall to record the issue of shares to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) NYTEX with delivery of such shares of common stock of Sequiam to take place within five (5) business 60 days of receipt of the Instructions (the ?Certificate?). The Certificate shall contain the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that from the period beginning on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note in the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005closing.
(e) Upon ClosingIt is agreed that the NYTEX relinquishes all use of the name “NYTEX”, Buyer shall be entitled "New York Telecom Exchange" or any corporate derivatives, the NYTEX logo or any other component related to possession the trade marking of all Assets, and Seller shall provide Buyer reasonable access “NYTEX”. This includes but is not limited to all the use of Seller?s facilities for “NYTEX” in any Internet domain whether alone or as part of a reasonable time following Closing to obtain possession of all Assetsdomain name.
(f) If NYTEX agrees to take all steps to have the undersigned defaults in paying principal sum as set forth above and if such default is corporation name “New York Telecom Exchange Inc.” revert legally to United American Corporation or any other corporate name available not cured associated or resembling "NYTEX" within thirty (30) 60 days of the due date for such payments of interest or principal, the entire principal sum and accrued interest shall at once become due and payable without notice at the option of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part final execution of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the Corporation.
(g) If At and at any time after the Closing, the parties shall duly execute, acknowledge and deliver all such further assignments, conveyances, instruments and documents, and shall take such other action consistent with the terms of this agreement is terminated for any reason whatsoever, that any employment agreement signed with ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ or with any key staff member is Agreement to be of no further force and effect and that carry out the buyer will undertake not to employ these staff members for a period of two years following the terminationtransactions contemplated by this Agreement.
(h) Buyer shall not be entitled to sell any All representations, covenants and warranties of the assets acquired under Teliphone and NYTEX contained in this agreement until Agreement shall be true and correct on and as of the entire purchase price has Closing Date with the same effect as though the same had been paid to seller made on and the Note satisfied in fullas of such date.
Appears in 1 contract
Closing. (a) The purchase and sale of the Assets and the consummation of the other transactions contemplated by this Agreement shall be closed (the ?Closing?) as soon as all of the conditions to initial closing set forth in Sections 7 and 8 can be reasonably satisfied, but in no event beyond February 28, 2005 (the "Closing DateInitial Closing"). If all , which shall involve the sale and purchase of the conditions to closing set forth in Sections 7 and 8 below have not been satisfied or waived on or before the Closing Date, then either Buyer or Seller may terminate this Agreement by written notice to the other party, whereupon neither party shall have any obligation to consummate the transactions contemplated herein. The Closing Date may be extended by agreement of the parties. The Closing shall be consummated electronically and telephonically.
(a) At the Closing, Seller shall deliver or cause to be delivered to Buyer the following:
(i) documents reasonably acceptable to Buyer evidencing that Seller has the necessary corporate authority to enter into this Agreement and consummate the transactions contemplated herein, including without limitation, resolutions or minutes of the meeting of each of the Directors and Shareholders of Seller approving 9,000 Shares under this Agreement;
(ii) an original assignment in , shall take place at the form offices of attached Exhibit ?A? (the ?Assignment?), duly executed by Seller;
(iii) an original ▇▇▇▇ of sale in the form of attached Exhibit ?B? (the ?and ▇▇▇▇ of Sale?)LLP, duly executed by Seller;
(iv) the original and all copies of the Documents, the Patent Application and the Trademark Application if applicable;
(v) the originals and all copies of the Contracts identified on Schedule 1.1(e), shall be attached to the Assignment; and
(vi) an executed non-disclosure agreement and assignment of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing Date.
(b) At the Closing, Buyer shall deliver or cause to be delivered to Seller irrevocable instructions (the ?Instructions?) to Sequiam?s transfer agent, duly executed on behalf of Sequiam, authorizing and instructing the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to Seller, in accordance with Section 2(d) below.
(c) All payments, documents, and instruments to be delivered on the Closing Date pursuant to this Agreement shall be regarded as having been delivered simultaneously, and no document or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived by the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) below.
(d) Upon Closing, Buyer shall deliver the Instructions to Sequiam?s transfer agent, and Sequiam?s transfer agent shall issue to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of receipt of the Instructions (the ?Certificate?). The Certificate shall contain the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that from the period beginning on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note in the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005.
(e) Upon Closing, Buyer shall be entitled to possession of all Assets, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum as set forth above and if such default is not cured within thirty (30) days of the due date for such payments of interest or principal, the entire principal sum and accrued interest shall at once become due and payable without notice at the option of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the Corporation.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with ▇▇. ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ on the third business day after the waiting period (and any extension thereof) under the HSR Act applicable to the purchase of the Shares shall have expired or with been terminated. At the Initial Closing, the Company shall deliver to each of the Purchasers a certificate for the number of Shares being purchased at the Initial Closing by such Purchaser, registered in the name of such Purchaser, against payment to the Company of the purchase price therefor set forth opposite the name of such Purchaser on EXHIBIT A, under the caption "Initial Closing Purchase Price," by wire transfer to the Company.
(b) The second closing (the "Second Closing"), which shall involve the sale and purchase of 1,000 Shares under this Agreement, shall take place at the offices of ▇▇▇▇ and ▇▇▇▇ LLP, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ on the third business day following the later of (x) the expiration of the waiting period (and any key staff member is extension thereof) under the HSR Act or (y) the meeting of stockholders of the Company at which the increase in authorized Common Stock of the Company contemplated by Section 3.2(b) shall have occurred. At the Second Closing, the Company shall deliver to each of the Purchasers a certificate for the number of Shares being purchased at the Second Closing by such Purchaser, registered in the name of such Purchaser, against payment to the Company of the purchase price therefor set forth opposite the name of such Purchaser on EXHIBIT A, under the caption "Second Closing Purchase Price," by wire transfer to the Company.
(c) The Initial Closing and the Second Closing are collectively referred to as the "Closings". If the Initial Closing Date does not occur on or before July 31, 2000, this Agreement shall automatically terminate and be of no further force and effect; provided, however, that such termination shall not release any party from liability for any breach of this Agreement by such party that occurs prior to such termination. The obligations of the parties to effect and the transactions to be effected at the Second Closing shall terminate if the Second Closing does not occur on or before December 31, 2000; provided, however, that the buyer will undertake such termination shall not release any party from liability for any breach of this Agreement by such party that occurs prior to employ these staff members for a period of two years following the such termination.
(h) Buyer shall not be entitled to sell any of the assets acquired under this agreement until the entire purchase price has been paid to seller and the Note satisfied in full.
Appears in 1 contract
Sources: Stock Purchase Agreement (Warburg Pincus Equity Partners Lp)
Closing. The purchase and sale 7.1 Closing is to take place at the offices of the Assets and the consummation of the other transactions contemplated by this Agreement shall be closed (the ?Closing?) as soon as all of the conditions to closing set forth in Sections 7 and 8 can be reasonably satisfied, but in no event beyond February 28, 2005 (the "Closing Date"). If all of the conditions to closing set forth in Sections 7 and 8 below have not been satisfied or waived on or before the Closing Date, then either Buyer or Seller may terminate this Agreement by written notice to the other party, whereupon neither party shall have any obligation to consummate the transactions contemplated herein. The Closing Date may be extended by agreement of the parties. The Closing shall be consummated electronically and telephonically.
(a) At the Closing, Seller shall deliver or cause to be delivered to Buyer the following:
(i) documents reasonably acceptable to Buyer evidencing that Seller has the necessary corporate authority to enter into this Agreement and consummate the transactions contemplated herein, including without limitation, resolutions or minutes of the meeting of each of the Directors and Shareholders of Seller approving this Agreement;
(ii) an original assignment in the form of attached Exhibit ?A? (the ?Assignment?), duly executed by Seller;
(iii) an original Gorrissen F▇▇▇▇▇▇▇▇▇ of sale in the form of attached Exhibit ?B? (the ?Advokatpartnerselskab, A▇▇▇▇▇▇▇ of Sale?)▇, duly executed by Seller;
(iv) the original and all copies of the Documents, the Patent Application and the Trademark Application if applicable;
(v) the originals and all copies of the Contracts identified on Schedule 1.1(e), shall be attached to the Assignment; and
(vi) an executed non-disclosure agreement and assignment of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing Date.
(b) At the Closing, Buyer shall deliver or cause to be delivered to Seller irrevocable instructions (the ?Instructions?) to Sequiam?s transfer agent, duly executed on behalf of Sequiam, authorizing and instructing the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to Seller, in accordance with Section 2(d) below.
(c) All payments, documents, and instruments to be delivered on the Closing Date pursuant to this Agreement shall be regarded as having been delivered simultaneously, and no document or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived by the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) below.
(d) Upon Closing, Buyer shall deliver the Instructions to Sequiam?s transfer agent, and Sequiam?s transfer agent shall issue to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of receipt of the Instructions (the ?Certificate?). The Certificate shall contain the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that from the period beginning on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note in the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005.
(e) Upon Closing, Buyer shall be entitled to possession of all Assets, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum as set forth above and if such default is not cured within thirty (30) days of the due date for such payments of interest or principal, the entire principal sum and accrued interest shall at once become due and payable without notice at the option of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the Corporation.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇ from 9.00 a.m. (CET). The date on which Closing occurs (the “Closing Date”) shall be:
(a) the first Business Day of the month after the month in which the conditions precedent set out in Clause 6.1 have been satisfied (or with any key staff member is waived in writing by the relevant Party), unless the conditions precedent to be satisfied or waived are satisfied or waived on a day that is less than seven (7) Business Days from such first Business Day of no further force a month in which case Closing will take place on the first Business Day of the immediately following month; or
(b) such other date as may be agreed in writing between the Sellers’ Representative and effect the Buyer.
7.2 Closing shall be documented by way of a closing memorandum setting out the actions and obligations of each of the Parties at Closing in accordance with this Agreement (the “Closing Memorandum”). Failure by the Buyer and the Sellers’ Representative acting in good faith to agree the form or contents of the Closing Memorandum prior to Closing shall not affect or prevent Closing from occurring.
7.3 At Closing, subject to the Buyer’s performance of its obligations pursuant to Clause 7.4, Axcel on behalf of the Sellers shall do, deliver or procure the delivery of the following to the Buyer:
(a) signed copies of the MIP Declarations of Adherence executed by the MIP Participants between Signing and Closing;
(b) the written result of the W&I Insurance Bring Down;
(c) the share register of the Company, updated to reflect that the buyer Company Shares have, subject to Closing, been transferred to the Buyer free from any Encumbrances;
(d) the share register of AX V Nissens II, reflecting (i) subject to Closing, the Buyer as the holder of all AX V Nissens II Minority Shares, (ii) AX V Nissens II as the holder of all Treasury Shares, and (iii) the Company as the holder of those shares in AX V Nissens II that are not AX V Nissens II Minority Shares or Treasury Shares, in each case free from any Encumbrances; Page: 32 of 57
(e) unless otherwise agreed pursuant to Clause 5.3.1, cause the HoldCo Persons to resign from their position as member of the board of directors or management board of each Group Company, effective as from Closing, and provide evidence in the form of a signed letter of resignation confirming that they have no outstanding claims against the relevant Group Company(ies) in their capacity as members of the board of directors and/or members of the management board, as applicable, save for out-of-pocket expenses related to their position as board members or members of the management board, as applicable;
(f) cause the relevant members of the board of directors of each of the Group Companies (as notified to the Sellers’ Representative in accordance with Clause 5.3.2(a)) to resign from their respective offices, effective as from Closing, and provide evidence in the form of a signed letter of resignation confirming that they have no outstanding claims against the relevant Group Company(ies) in their capacity as members of the board of directors, save for out-of-pocket expenses related to their position as board members and board fee earned in the ordinary course of business until the Closing Date;
(g) cause the relevant members of the management board of each of the Group Companies (as notified to the Sellers’ Representative in accordance with Clause 5.3.2(b)) to resign from their respective offices, effective as from Closing, and provide evidence in the form of a signed letter of resignation confirming that they have no outstanding claims against the relevant Group Company(ies) in their capacity as members of the of the management board, save for out-of-pocket expenses related to their position as members of the management board and management fees earned in the ordinary course of business until the Closing Date, including any termination notices;
(h) cause the relevant auditor of each of the Group Companies (as notified to the Sellers’ Representative in accordance with Clause 5.3.2(c)) to resign from their respective positions, effective as from Closing, and provide evidence in the form of a signed a letter of resignation confirming that they have no outstanding claims against the Company or any other Group Company, other than fees incurred in the ordinary course of business until the Closing Date; and
(i) the relevant number of electronic copies of the Data Room Documentation (one (1) for the Buyer, one (1) for each of the W&I Insurers and one (1) for the W&I Insurance Policy broker).
7.4 At Closing, subject to the Sellers’ performance of their obligations pursuant to Clause 7.3, the Buyer shall do, deliver or procure the delivery of the following to the Sellers’ Representative:
(a) evidence in a form satisfactory to the Sellers’ Representative of the Regulatory Consents from the Competition Authorities required to consummate the transactions contemplated by this Agreement in accordance with Clause 6.1;
(b) pay the Initial Purchase Price and NNA Purchase Price to, and which at Closing shall be received by, the Sellers in accordance with Clause 3.6.1, and deliver documentation evidencing that the Initial Purchase Price and NNA Purchase Price have been irrevocably transferred to the Sellers’ Bank Account in immediately available funds with value as of the Closing Date; Page: 33 of 57
(c) pay (or procure the payment by AX V Nissens II of) the Estimated MIP Warrants Settlement Amount less the Estimated MIP Warrants Withholding Amount to, and which at Closing shall be received by, the relevant MIP Participants having exercised their MIP Warrants held by them in accordance with Clause 3.7.1, and deliver documentation evidencing that the Estimated MIP Warrants Settlement Amount less the Estimated MIP Warrants Withholding Amount has been irrevocably transferred to the Sellers’ Bank Account in immediately available funds with value as of the Closing Date;
(d) pay the Estimated MIP Warrants Withholding Amount to, and which as Closing shall be received by, the Employing Group Companies in accordance with Clause 3.7.1, and deliver documentation evidencing that the Estimated MIP Warrants Withholding Amount has been irrevocably transferred to the Employing Group Companies’ Bank Account in immediately available funds with value as of the Closing Date;
(e) repay (or procure the repayment by each relevant Group Company of) the Debt Repayment Amount, provided that Axcel on behalf of the Sellers shall, to the extent the Buyer so requests, procure that the Group assists the Buyer in making such repayment; and
(f) deliver a copy of the Closing No Claims Declaration duly executed by the Buyer and delivered to the W&I Insurer in accordance with the W&I Insurance Policy.
7.5 Subject to Clause 7.6, all of the actions and deliveries required to be performed and delivered at Closing pursuant to Clauses 7.3 and 7.4 shall be deemed to have occurred simultaneously, and none of such actions or deliveries shall be considered performed or delivered, until and unless all such actions and deliveries have been performed or delivered or the requirement thereof waived by the relevant Party. Once the actions and deliveries in Clauses 7.3 and 7.4 have been performed and delivered, each Party shall sign the Closing Memorandum whereby Closing shall be deemed to have occurred.
7.6 The Buyer shall not be obligated to complete the sale and purchase of the Sale Shares and the NNA Shares unless the Sellers fully comply with their obligations under Clause 7.3 and the Sellers shall not be obligated to complete the sale and purchase of the Sale Shares and NNA Shares unless the Buyer fully complies with its obligations under Clause 7.4. Notwithstanding the foregoing, neither the Buyer nor the Sellers shall be entitled to refuse to proceed to Closing if any of the actions or deliverables required to be carried out or delivered by the Sellers or the Buyer, respectively, in accordance with Clauses 7.3 or 7.4 have not been completed if such action or deliverable is immaterial or does not affect the ability to consummate the transactions contemplated by this Agreement in all material respects (in which case, such immaterial deliverable or action shall be undertaken by the relevant Party as soon as possible following Closing). Page: 34 of 57
7.7 Subject to Clause 7.6, if the conditions precedent to Closing in Clause 6.1 have been fulfilled, but the Sellers’ obligations under Clause 7.3 are not complied with on the Closing Date, the Buyer may, and/or if the Buyer’s obligations under Clause 7.4 are not complied with on the Closing Date, then the Sellers may:
(a) waive any deliverable by the non-complying Party, with the effect that Closing may occur; or
(b) defer Closing (so that the provisions of this Clause 7 will undertake apply to the deferred Closing); or
(c) proceed to Closing as far as practicable (without limiting its rights under this Agreement as a consequence thereof, including, on the part of the Sellers, requesting specific performance of the Buyer’s obligations under Clause 7.4(b)-(f)); or
(d) submit a written notice of termination of this Agreement to the non-complying Party, which will effectuate termination if the obligations have not been complied with within five (5) Business Days after the non-complying Party has received such written notice of termination.
7.8 If Closing has not occurred on or before 1 April 2025 (the “Long Stop Date”) as a result of the conditions precedent in Clause 6.1 not having been satisfied, Axcel on behalf of the Sellers shall on the Business Day following the Long Stop Date decide – in its sole discretion – to employ these staff members either:
(a) extend the Long Stop Date for a period of two years following up to one (1) month by written notice of such extension to the terminationBuyer; or
(b) terminate the Agreement with immediate effect by written notice to the Buyer, unless the Buyer and A▇▇▇▇ on behalf of the Sellers by written agreement have agreed otherwise. If Closing has not occurred on or before the Long Stop Date as extended pursuant to Clause 7.8(a), the right of Axcel on behalf of the Sellers to decide upon an extension or termination shall apply, mutatis mutandis, provided, however, that the Long Stop Date may not be extended beyond 1 May 2025 without the prior written consent of the Buyer. Unless the Buyer approves such extension, if Closing does not occur on or before 1 May 2025, either the Buyer or the Sellers’ Representative (on behalf of the Sellers) may terminate the Agreement with immediate effect by written notice to the Sellers’ Representative or the Buyer, as applicable. Furthermore, this Agreement may be terminated prior to Closing by written agreement between the Parties.
7.9 In the event of termination of this Agreement pursuant to Clause 7.7 or Clause 7.8, all obligations of the Parties under this Agreement will immediately terminate except for (ha) those expressly stated to remain in force notwithstanding termination and those set out in Clauses 17-21 and (b) any rights and liabilities of the Parties which have accrued before termination. If termination in accordance with Clause 7.7 or 7.8 is due to a Breach of this Agreement by the Sellers or the Buyer, respectively, then the breaching Party shall indemnify and hold harmless the non-breaching Party for any Loss incurred by the non-breaching Party resulting from or arising out of the Breach of this Agreement, including reimbursement of the terminating Party, on demand, an amount equal to such Loss and any relevant VAT incurred by the terminating Party and which would otherwise be payable by the terminating Party in accordance with Clause 19. Page: 35 of 57 8 Post-Closing tasks
8.1 Corporate changes
8.1.1 The Buyer shall not be entitled as soon as reasonably practicable after the Closing Date, and (to sell any the extent possible) no later than one (1) Business Day thereafter, provide the Sellers’ Representative with documentation confirming that the necessary filings have been made with the Danish Business Authority (in Danish: “Erhvervsstyrelsen”) and relevant local business authorities:
(a) to reflect the change of new legal and beneficial owners of the assets acquired under Group Companies, where required; and
(b) to de-register the relevant members of the board of directors and management board and auditors of the Group Companies having resigned at Closing.
8.1.2 The Buyer undertakes to provide the Sellers’ Representative with evidence of such completed de-registrations referred to in Clause 8.1.1 and of the appointment of new members to the board of directors, management board and auditors of the Group Companies to comply with any statutory requirements as soon as practicably possible after having received confirmation of completion of such registrations.
8.2 Payment of costs related to the W&I Insurance
8.2.1 The Buyer must as soon as possible following Closing and in no event later than 30 days after Closing deliver to the Sellers’ Representative documentation of:
(a) the payment of the insurance premium to the W&I Insurer contemplated by the W&I Insurance Policy; and
(b) payment of any tax, stamp duty, broker fee or mandatory cost related thereto as required by the W&I Insurance Policy and/or applicable Law.
8.3 Information, records and assistance post-Closing
8.3.1 The Buyer shall ensure that the Group will keep such books and other business records that relate to the period prior to Closing at least to the extent and for the period prescribed by applicable Law. The Buyer shall further ensure that for such period the Group will allow the Sellers and their advisers access, during Working Hours and upon reasonable prior written notice, to review and copy such books and other business records at no charge.
8.3.2 The obligations set out in this agreement until Clause 8.3 are subject to the entire purchase price has been paid to seller and the Note satisfied in fullprovisions of Clause 17.
Appears in 1 contract
Sources: Share Sale and Purchase Agreement (Standard Motor Products, Inc.)
Closing. The purchase and sale of the Assets and the consummation of the other transactions contemplated by this Agreement shall be closed (the ?Closing?) as soon as all of the conditions to closing set forth in Sections 7 and 8 can be reasonably satisfied, but in no event beyond February 28, 2005 (the "Closing Date"). If all of the conditions to closing set forth in Sections 7 and 8 below have not been satisfied or waived on or before the Closing Date, then either Buyer or Seller may terminate this Agreement by written notice to the other party, whereupon neither party shall have any obligation to consummate the transactions contemplated herein. The Closing Date may be extended by agreement of the parties. The Closing shall be consummated electronically and telephonically.
(a) At the Closing, Seller the Company shall deliver or cause to be delivered to Buyer the following:
each Investor (i) documents reasonably acceptable the Shares and Warrants, registered in the name of such Investor as indicated on Exhibit A and (ii) a certificate, in the form set forth on Exhibit C, executed by the secretary of the Company and dated as of the Closing Date, as to Buyer evidencing that Seller has the necessary corporate authority to enter into this Agreement Certificate of Incorporation, by-laws, foreign qualification, incumbency of the Company’s officers and consummate good standing of the Company and the resolutions adopted by the Company’s Board of Directors (the “Board”) authorizing the transactions contemplated herein, including without limitation, resolutions or minutes of by the meeting of each of the Directors and Shareholders of Seller approving this Agreement;
(ii) an original assignment in the form of attached Exhibit ?A? (the ?Assignment?), duly executed by Seller;
(iii) an original ▇▇▇▇ of sale in the form of attached Exhibit ?B? (the ?▇▇▇▇ of Sale?), duly executed by Seller;
(iv) the original and all copies of the Transaction Documents, the Patent Application and the Trademark Application if applicable;
(v) the originals and all copies of the Contracts identified on Schedule 1.1(e), shall be attached to the Assignment; and
(vi) an executed non-disclosure agreement and assignment of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing Date.
(b) At the Closing, Buyer shall deliver or cause to be delivered to Seller irrevocable instructions (the ?Instructions?) to Sequiam?s transfer agent, duly executed on behalf of Sequiam, authorizing and instructing the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to Seller, in accordance with Section 2(d) below.
(c) All payments, documents, and instruments to be delivered on the Closing Date pursuant to this Agreement shall be regarded as having been delivered simultaneously, and no document or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived by the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) below.
(d) Upon Closing, Buyer Investors shall deliver the Instructions Purchase Price to Sequiam?s the Company by wire transfer agentof immediately available funds to an account specified by the Company in writing.”
4. The Purchasers certify that at the time the Purchasers were offered the Warrants, and Sequiam?s transfer agent shall issue to at the Seller one share certificate for Two Hundred Fifty Thousand (250,000date hereof, each is an “accredited investor” as defined in Rule 501(a) shares of common stock of Sequiam within five (5) business days of receipt of the Instructions (the ?Certificate?). The Certificate shall contain the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), “Securities Act”) or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (ia “qualified institutional buyer” as defined in Rule 144A(a) an effective registration statement under the ACT Securities Act. The Purchasers further covenant that each will be subject to and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that from the period beginning on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement comply with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, terms and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note in the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005.
(e) Upon Closing, Buyer shall be entitled to possession of all Assets, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum conditions as set forth above and if such default is not cured within thirty (30) days in the Purchase Agreement.
5. Exhibit A of the due date for such payments of interest or principalPurchase Agreement is hereby deleted and the following is hereby inserted in lieu thereof: Ascend Legend Master Fund, the entire principal sum and accrued interest shall at once become due and payable without notice at the option of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all rightLtd. 1,618,123 $ 19,797,734.63 The Kingdom Trust Company, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateralCustodian, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the Corporation.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with FBO E▇▇. ▇▇ ▇ ▇▇▇▇▇▇▇▇▇ R▇▇▇ ▇▇▇ (7465812820) 809,062 $ 101,132.75 The Kingdom Trust Company, Custodian, FBO M▇▇▇▇▇▇ or with any key staff member is to be ▇ ▇▇▇▇▇▇▇▇▇ R▇▇▇ ▇▇▇ (9510281370) 809,061 $ 101,132.63
6. Except for the changes expressly set forth herein, the parties acknowledge and agree that all of no further the terms, provisions, covenants and conditions of the Purchase Agreement shall hereafter continue in full force and effect in accordance with the terms thereof; provided, however, that if any term or provision of this Amendment shall conflict with or otherwise be inconsistent with any term or provision of the Purchase Agreement, the terms and that the buyer will undertake not to employ these staff members for a period provisions of two years following the terminationthis Amendment shall prevail.
(h) Buyer 7. This Amendment shall not be entitled to sell any governed by and construed under the laws of the assets acquired under this agreement until the entire purchase price has been paid State of New York, without giving effect to seller principles of conflicts of laws.
8. This Amendment may be executed (by facsimile) in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the Note satisfied in fullsame instrument. Executed counterparts of this Amendment may be delivered by electronic or facsimile transmission with the same effect as if delivered personally.
Appears in 1 contract
Closing. The purchase and sale of Subject to the Assets and the consummation of the other transactions contemplated by this Agreement shall be closed (the ?Closing?) as soon as all satisfaction or waiver of the conditions to closing precedent set forth in Sections 7 and 8 can 8, the purchase and sale, including the payment of the Purchase Price to Seller and the delivery of the executed conveyance documents by the parties provided for in this . Agreement (the "Closing") , will take place on a date to be reasonably satisfied, but in no event beyond February 28, 2005 scheduled within thirty (30) days of the expiration of the Inspection Period (the "Closing Date"). If all Closing may be extended for an additional fifteen (15) days if , as of the conditions to closing set forth in Sections 7 and 8 below have not been satisfied or waived on or before the Closing Date, then either Buyer or Seller may terminate this Agreement by written notice to the other party, whereupon neither party shall have any obligation to consummate the transactions contemplated herein. The Closing Date may be extended by agreement of the parties. The Closing shall be consummated electronically and telephonically.
(a) At the Closing, Seller shall deliver or cause to be delivered to Buyer the following:
(i) documents reasonably acceptable to Buyer evidencing that Seller has the necessary corporate authority to enter into this Agreement and consummate the transactions contemplated herein, including without limitation, resolutions or minutes of the meeting of each of the Directors and Shareholders of Seller approving this Agreement;
(ii) an original assignment in the form of attached Exhibit ?A? (the ?Assignment?), duly executed by Seller;
(iii) an original ▇▇▇▇▇ of sale in has not received the form of attached Exhibit ?B? (the ?▇▇▇▇ of Sale?), duly executed by Seller;
(iv) the original approval Buyer deems appropriate from either BMW or Ducati. For all tax and all copies of the Documentsfinancial accounting purposes, the Patent Application purchase and the Trademark Application if applicable;
(v) the originals and all copies of the Contracts identified on Schedule 1.1(e), shall be attached to the Assignment; and
(vi) an executed non-disclosure agreement and assignment of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing Date.
(b) At the Closing, Buyer shall deliver or cause sale to be delivered to Seller irrevocable instructions (the ?Instructions?) to Sequiam?s transfer agent, duly executed on behalf of Sequiam, authorizing and instructing the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to Seller, in accordance with Section 2(d) below.
(c) All payments, documents, and instruments to be delivered on the Closing Date consummated pursuant to this Agreement shall be regarded effective as having been delivered simultaneously, and no document or instrument shall be regarded as having been delivered until all documents and instruments to be delivered of 12:00:01 . a . m . on the Closing Date . In all events, if Closing shall not have been delivered occurred on or delivery thereof beforeDecember 15 , 2021 , either party may terminate this Agreement, so long as such party is not in breach of this Agreement ("Outside Closing Date'') . 2.2 Seller's Deliveries, Closing Documents and Requirements. Prior to or at Closing, Seller shall have been waived deliver to Buyer the following documents, in each case duly executed by · 5 Selleror the party appropriate Person, and if applicable, acknowledged and in recordable form ("Seller's Closing Documents"): ( a) A Bill of Sale and General Assignment transferring to whom Buyer the Assets set forth in Section 1.1 in the form of Exhibit B attached to this Agreement; (b) Manufacturer Certificates of Origin or Certificates of Title, as applicable to any motor vehicle included in the Assets, duly executed by Seller (together with any other forms · necessary to transfer title to such delivery was vehicles); (c) An Assignment and Assumption Agreement, with all necessary Consents of any Applicable Contracts , in the form of Exhibit C , attached to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph this Agreement; (d) below.
A certificate of Seller with authorizing resolutions approving the transactions contemplated by this Agreement, together with certified copies of Seller's articles of incorporation (d) Upon Closingwith all amendments), Buyer shall deliver the Instructions to Sequiam?s transfer agentas applicable, operating agreement or bylaws, and Sequiam?s transfer agent shall issue a certificate of existence, each certified not more than thirty ( 30 ) days prior to Closing ; (e) Releases executed by any lenders releasing or agreeing t o release all · existing security interests; (f) An executed Lease in the Seller one share certificate for Two Hundred Fifty Thousand form of Ex h ibit A; (250,000g) shares of common stock of Sequiam within five A mutually agreed upon closing statement; (5b) business days of receipt of The Post - Closing Settle - Up Agreement substantially m the Instructions (the ?Certificate?). The Certificate shall contain the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, form as amended (the "ACT"), or the securities laws of any state, Exhibit D; and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT Such other good and any applicable state lawssufficient instruments and documents of conveyance and transfer, or valid exception thereto, (ii) to the extent applicable, duly executed by Seller and in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, form reasonably satisfactory to counsel to the issuerBuyer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that from the period beginning on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition of such securities as shall be required · necessary and effective to effect the registration transfer , convey and assign to, and vest in Buyer all of Holder?s common stock. Maker shall bear Seller's right , title and pay all expenses incurred interest in connection with any registration, filing or qualification of the common stock with respect and to the registrations pursuant Assets. 3. ▇▇▇▇▇'s Deliveries, Closing Documents and Requirements. Prior to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In additionat Closing, Buyer shall deliver to Seller $100,000 the following funds and documents, in cash together with a Promissory note each case duly · executed by Buyer or the appropriate Person, and if applicable, acknowledged and in recordable form ("Buyer's Closing Documents"): (a) The Closing Payment as required by Section l.5(b); (b) The Assignment and Assumption Agreement in the amount form of $440,000 payable in eight Exhibit C; (8) quarterly payments c) Authorizing resolutions of $55,000.00 commencing July 1st, 2005.
Buyer (eor permitted assignee) Upon Closing, Buyer shall be entitled to possession of all Assets, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
approving the transactions contemplated by this Agreement ; (fd) If the undersigned defaults in paying principal sum as set forth above and if such default is not cured within thirty (30) days of the due date for such payments of interest or principal, the entire principal sum and accrued interest shall at once become due and payable without notice at the option of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the Corporation.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ or with any key staff member is to be of no further force and effect and that the buyer will undertake not to employ these staff members for a period of two years following the termination.
(h) Buyer shall not be entitled to sell any of the assets acquired under this agreement until the entire purchase price has been paid to seller and the Note satisfied in full.A mutually agreed upon closing statement;
Appears in 1 contract
Closing. The (a) Upon the terms and subject to the conditions of this Agreement, the closing (the “Closing”) of the purchase and sale of the Assets Purchase Shares shall occur remotely via the exchange of documents and signatures no later than 7 Business Days from the consummation of the other transactions contemplated by this Agreement shall be closed Signing Date (the ?Closing?) as soon as “Closing Deadline”), provided that all of the closing conditions specified in Section 1.4 have been waived or satisfied (other than those conditions to closing set forth in Sections 7 and 8 can be reasonably satisfied, but in no event beyond February 28, 2005 (the "Closing Date"). If all of the conditions to closing set forth in Sections 7 and 8 below have not been satisfied or waived on or before the Closing Date, then either Buyer or Seller may terminate this Agreement by written notice to the other party, whereupon neither party shall have any obligation to consummate the transactions contemplated herein. The Closing Date may be extended by agreement of the parties. The Closing shall be consummated electronically and telephonically.
(a) At at the Closing, Seller shall deliver but subject to the satisfaction or cause to be delivered to Buyer waiver thereof at the following:
(i) documents reasonably acceptable to Buyer evidencing Closing), or any other date and time that Seller has is agreed upon in writing by the necessary corporate authority to enter into this Agreement Company and consummate the transactions contemplated herein, including without limitation, resolutions or minutes of the meeting of each of the Directors and Shareholders of Seller approving this Agreement;
(ii) an original assignment in the form of attached Exhibit ?A? Purchaser (the ?Assignment?), duly executed by Seller;
(iii) an original ▇▇▇▇ of sale in the form of attached Exhibit ?B? (the ?▇▇▇▇ of Sale?), duly executed by Seller;
(iv) the original and all copies of the Documents, the Patent Application and the Trademark Application if applicable;
(v) the originals and all copies of the Contracts identified on Schedule 1.1(e), shall be attached to the Assignment; and
(vi) an executed non-disclosure agreement and assignment of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the “Closing Date”).
(b) At the Closing, Buyer (i) the Purchaser shall deliver the Purchase Price to the Company by wire transfer in immediately available funds, and (ii) the Company shall deliver or cause to be delivered to Seller irrevocable instructions the Purchaser (a) a copy of the ?Instructions?Company's updated register of members reflecting such Purchaser’s ownership of the Purchase Shares and (b) to Sequiam?s transfer agent, duly executed on behalf of Sequiam, authorizing and instructing one or more certificates in definitive form for the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to SellerPurchase Shares, in accordance with Section 2(dsuch denomination or denominations and registered in such name or names (each, a “Designated Party”) belowas the Purchaser requests upon notice to the Company at least five Business Days prior to the Closing Date.
(c) All paymentsAt the Closing, documents, the parties hereto shall execute and instruments deliver such additional documents and take such additional actions as the parties reasonably may deem to be delivered on practical and necessary in order to consummate the Closing Date pursuant to transactions as contemplated by this Agreement Agreement. All of the actions specified under Section 1.3(b) above shall be regarded as having been delivered take place simultaneously, and no document or instrument such actions shall be regarded as having taken or be deemed to have been delivered until taken unless each of the other actions are also taken and completed, and neither Party shall have an obligation to consummate the Closing unless all documents and instruments such actions (other than such actions to be delivered on the Closing Date taken by such Party) have been delivered or delivery thereof shall have been waived by the party to whom such delivery was to be madetaken and completed. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) below.
(d) Upon Closing, Buyer shall deliver the Instructions to Sequiam?s transfer agent, and Sequiam?s transfer agent shall issue to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of receipt of the Instructions (the ?Certificate?). The Certificate shall contain the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that from the period beginning on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note in the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005.
(e) Upon Closing, Buyer shall be entitled to possession of all Assets, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum as set forth above and if such default is not cured within thirty (30) days of the due date for such payments of interest or principal, the entire principal sum and accrued interest shall at once become due and payable without notice at the option of the holder For purposes of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the Corporation.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ or with any key staff member is to be of no further force and effect and that the buyer will undertake not to employ these staff members for a period of two years following the termination.
(h) Buyer shall not be entitled to sell any of the assets acquired under this agreement until the entire purchase price has been paid to seller and the Note satisfied in full.Agreement:
Appears in 1 contract
Sources: Purchase Agreement (Fanhua Inc.)
Closing. The purchase A. Date, Time, and sale of Place. Closing will take place by mail or at such location as agreed to by the Assets and the consummation of the other transactions contemplated by this Agreement shall be closed (the ?Closing?) parties, after all conditions precedent, as soon as all of the conditions to closing set forth in Sections 7 and 8 can be reasonably satisfiedSection 17 have been fully satisfied or waived by such party, but in no event beyond February 28, 2005 provided that the parties shall use all reasonable efforts to close by the date that is 120 days from the Acceptance Date (the "Closing Date"). If all of In the conditions event Purchaser desires to closing set forth in Sections 7 and 8 below have extend the Closing Date, not been satisfied or waived to exceed an additional 90 days, then Purchaser shall on or before the initial Closing Date, then either Buyer or deposit with Seller may terminate this Agreement by written notice to the other party, whereupon neither party shall have any obligation to consummate the transactions contemplated herein. The Closing Date may be extended by agreement an additional deposit of the parties. The Closing shall be consummated electronically and telephonically.
(a) At the Closing, Seller shall deliver or cause to be delivered to Buyer the following:
(i) documents reasonably acceptable to Buyer evidencing that Seller has the necessary corporate authority to enter into this Agreement and consummate the transactions contemplated herein, including without limitation, resolutions or minutes of the meeting of each of the Directors and Shareholders of Seller approving this Agreement;
(ii) an original assignment in the form of attached Exhibit ?A? (the ?Assignment?), duly executed by Seller;
(iii) an original ▇▇▇▇ of sale in the form of attached Exhibit ?B? (the ?▇▇▇▇ of Sale?), duly executed by Seller;
(iv) the original and all copies of the Documents, the Patent Application and the Trademark Application if applicable;
(v) the originals and all copies of the Contracts identified on Schedule 1.1(e), shall be attached to the Assignment; and
(vi) an executed non-disclosure agreement and assignment of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing Date.
(b) At the Closing, Buyer shall deliver or cause to be delivered to Seller irrevocable instructions (the ?Instructions?) to Sequiam?s transfer agent, duly executed on behalf of Sequiam, authorizing and instructing the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to Seller, in accordance with Section 2(d) below.
(c) All payments, documents, and instruments to be delivered on the Closing Date pursuant to this Agreement shall be regarded as having been delivered simultaneously, and no document or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived by the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) below.
(d) Upon Closing, Buyer shall deliver the Instructions to Sequiam?s transfer agent, and Sequiam?s transfer agent shall issue to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of receipt of the Instructions (the ?Certificate?). The Certificate shall contain the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended $75,000 (the "ACT"), or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that from the period beginning on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note in the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005.
(e) Upon Closing, Buyer shall be entitled to possession of all Assets, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum as set forth above and if such default is not cured within thirty (30) days of the due date for such payments of interest or principal, the entire principal sum and accrued interest shall at once become due and payable without notice at the option of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the Corporation.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with Additional ▇▇. ▇▇▇▇▇▇ Money Deposit"), which shall be non-refundable in all events except (i) in the event of a Seller's default as provided for in Section 23B or (ii) in the event of the termination of this Agreement pursuant to Sections 16B or 16D, or (iii) the failure to occur of the conditions set forth in Section 11C in which event or events, the ▇▇▇▇▇▇▇ or with Money Deposit shall be promptly refunded to Purchasers, without set-off of any key staff member kind. Purchaser acknowledges and agrees that the Additional ▇▇▇▇▇▇▇ Money Deposit shall, if this transaction is consummated, be applied toward the Purchase Price at Closing. The transactions consummated at Closing, when effected, will be deemed to be of no further force and effect and that the buyer will undertake not to employ these staff members for a period of two years following the termination.
(h) Buyer shall not be entitled to sell any effective as of the assets acquired under close of business on the date of Closing except as otherwise specifically provided in this agreement Agreement. All action to be taken at Closing will be considered as taken simultaneously and no paper, document, or instrument will be considered to be delivered until all items to be delivered have been delivered. At Closing, the entire purchase price has been paid net proceeds due and all Closing documents contemplated herein required for Closing will be delivered to seller Purchaser and the Note satisfied in fullSeller.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Clearview Cinema Group Inc)
Closing. (a) The sale and purchase and sale of the Assets Shares and the consummation of the other transactions contemplated by this Agreement Partnership Intercompany Notes shall be closed (the ?Closing?) as soon as all of the conditions to take place at a closing set forth in Sections 7 and 8 can be reasonably satisfied, but in no event beyond February 28, 2005 (the "Closing DateClosing"). If all of the conditions to closing set forth in Sections 7 and 8 below have not been satisfied or waived on or before the Closing Date, then either Buyer or Seller may terminate this Agreement by written notice to the other party, whereupon neither party shall have any obligation to consummate the transactions contemplated herein. The Closing Date may be extended by agreement of the parties. The Closing shall be consummated electronically and telephonically.
(a) At the Closing, Seller shall deliver or cause to be delivered to Buyer held at the following:
(i) documents reasonably acceptable to Buyer evidencing that Seller has the necessary corporate authority to enter into this Agreement and consummate the transactions contemplated hereinoffices of ▇▇▇▇▇▇, including without limitation, resolutions or minutes of the meeting of each of the Directors and Shareholders of Seller approving this Agreement;
(ii) an original assignment in the form of attached Exhibit ?A? (the ?Assignment?), duly executed by Seller;
(iii) an original ▇▇▇▇ of sale in the form of attached Exhibit ?B? (the ?& ▇▇▇▇▇▇▇▇ of Sale?)LLP, duly executed by Seller;
(iv) the original and all copies of the Documents, the Patent Application and the Trademark Application if applicable;
(v) the originals and all copies of the Contracts identified on Schedule 1.1(e), shall be attached to the Assignment; and
(vi) an executed non-disclosure agreement and assignment of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing Date.
(b) At the Closing, Buyer shall deliver or cause to be delivered to Seller irrevocable instructions (the ?Instructions?) to Sequiam?s transfer agent, duly executed on behalf of Sequiam, authorizing and instructing the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to Seller, in accordance with Section 2(d) below.
(c) All payments, documents, and instruments to be delivered on the Closing Date pursuant to this Agreement shall be regarded as having been delivered simultaneously, and no document or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived by the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) below.
(d) Upon Closing, Buyer shall deliver the Instructions to Sequiam?s transfer agent, and Sequiam?s transfer agent shall issue to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of receipt of the Instructions (the ?Certificate?). The Certificate shall contain the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that from the period beginning on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note in the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005.
(e) Upon Closing, Buyer shall be entitled to possession of all Assets, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum as set forth above and if such default is not cured within thirty (30) days of the due date for such payments of interest or principal, the entire principal sum and accrued interest shall at once become due and payable without notice at the option of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the Corporation.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with ▇▇. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, at 10:00 A.M., local time on May 15, 2007, subject to extension as provided in Section 2.3(b), or with any key staff member at such other place or at such other time or on such other date as the Sellers and the Buyer mutually may agree in writing. The day on which the Closing takes place is referred to be of no further force and effect and that as the buyer will undertake not to employ these staff members for a period of two years following the termination"Closing Date".
(hb) Buyer Each of the Sellers, on the one hand, and the Buyer, on the other hand, shall have the right, exercisable in one or more increments by delivering written notice to the other party, to adjourn the Closing Date to a date not be entitled later than June 15, 2007, if such party determines, in its judgment, that such adjournment is necessary to sell enable any of the assets acquired under this agreement until conditions precedent to the entire purchase price has been paid other party's obligation to seller participate in the Closing to be satisfied (unless, the party receiving such notice responds in writing that it is willing to waive such unmet condition(s) and proceed with the Closing). Any such notice of deferral must include an explanation, in reasonable detail, of the reasons therefor, and following delivery thereof the party giving the notice shall thereafter apprise the other party on a regular basis of its progress in resolving the circumstances upon which the deferral was based. In addition, each of the Buyer and the Note satisfied Sellers shall have the additional right to extend the Closing Date in fullone or more increments to a date not later than July 31, 2007, if the condition set forth in Section 8.1(a) has not been met.
(c) At the Closing, (i)the Buyer shall deliver to the Sellers, by wire transfer to a bank account or accounts designated in writing by the Sellers to the Buyer at least five Business Days prior to the Closing Date, an amount equal to the Base Purchase Price, as adjusted pursuant to Section 2.6 less $125,000,000 in immediately available funds in United States dollars; (ii)the Buyer shall deliver to the Escrow Agent, by wire transfer to an account designated in writing by the Escrow Agent to the Buyer at least five Business Days prior to the Closing Date, an amount equal to $125,000,000 less the amount of the Escrow Fund at the close of business on the Business Day prior to the Closing Date for deposit into the Escrow Fund; and (iii)the Sellers shall deliver or cause to be delivered to the Buyer (A) certificates representing the Shares, duly endorsed in blank or accompanied by Share Transfer Instruments, as appropriate, duly endorsed in blank in proper form for transfer, with appropriate transfer stamps, if any, affixed and (B) the Partnership Intercompany Notes duly endorsed in favor of the Buyer.
Appears in 1 contract
Closing. The purchase and sale of the Assets and the consummation of the other transactions contemplated by this Agreement shall be closed (the ?Closing?) as soon as all of the conditions to closing set forth in Sections 7 and 8 can be reasonably satisfied, but in no event beyond February 28, 2005 (the "Closing Date"). If all of the conditions to closing set forth in Sections 7 and 8 below have not been satisfied or waived on or before the Closing Date, then either Buyer or Seller may terminate this Agreement by written notice to the other party, whereupon neither party shall have any obligation to consummate the transactions contemplated herein. The Closing Date may be extended by agreement of the parties. The Closing shall be consummated electronically and telephonically.
(a) At Subject to any earlier termination hereof, the Closing, Seller shall deliver or cause to be delivered to Buyer closing of the following:
(i) documents reasonably acceptable to Buyer evidencing that Seller has the necessary corporate authority to enter into this Agreement and consummate the transactions contemplated hereinTransactions, including without limitation, resolutions or minutes of the meeting of each of the Directors and Shareholders of Seller approving this Agreement;
(ii) an original assignment in the form of attached Exhibit ?A? Merger (the ?Assignment?“Closing”), duly executed by Seller;
(iii) an original will take place at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ of sale in the form of attached Exhibit ?B? (the ?& ▇▇▇▇ of Sale?)LLP, duly executed by Seller;
(iv) the original and all copies of the Documents, the Patent Application and the Trademark Application if applicable;
(v) the originals and all copies of the Contracts identified on Schedule 1.1(e), shall be attached to the Assignment; and
(vi) an executed non-disclosure agreement and assignment of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing Date.
(b) At the Closing, Buyer shall deliver or cause to be delivered to Seller irrevocable instructions (the ?Instructions?) to Sequiam?s transfer agent, duly executed on behalf of Sequiam, authorizing and instructing the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to Seller, in accordance with Section 2(d) below.
(c) All payments, documents, and instruments to be delivered on the Closing Date pursuant to this Agreement shall be regarded as having been delivered simultaneously, and no document or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived by the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) below.
(d) Upon Closing, Buyer shall deliver the Instructions to Sequiam?s transfer agent, and Sequiam?s transfer agent shall issue to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of receipt of the Instructions (the ?Certificate?). The Certificate shall contain the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that from the period beginning on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note in the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005.
(e) Upon Closing, Buyer shall be entitled to possession of all Assets, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum as set forth above and if such default is not cured within thirty (30) days of the due date for such payments of interest or principal, the entire principal sum and accrued interest shall at once become due and payable without notice at the option of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the Corporation.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with ▇▇. ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ as soon as practicable, but in any event within two (2) Business Days, following the satisfaction or with any key staff member is waiver of all conditions to the Closing set forth in Article VI (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at or prior to the Closing) or such other place, date or time as Purchaser and the Company may mutually determine (the actual date on which the Closing occurs, the “Closing Date”); provided, however, that notwithstanding any provision of this Agreement, in no further force and effect and that event shall the buyer will undertake not Closing occur on or before October 1, 2019. In lieu of an in-person Closing, the Closing may instead be accomplished by email (in .PDF format) transmission to employ these staff members the respective offices of legal counsel for a period the Parties of two years the requisite documents, duly executed where required, delivered upon actual confirmed receipt, with originals (if requested) to be delivered by overnight courier service on the next Business Day following the terminationClosing. All proceedings to be taken and all documents to be executed and delivered by all Parties at the Closing will be deemed to have been taken and executed simultaneously and no proceedings will be deemed to have been taken nor documents executed or delivered until all have been taken, executed and delivered.
(hb) Buyer shall not be entitled At least three (3) Business Days prior to sell any the anticipated Closing Date, the Company will prepare and deliver to Purchaser (i) a statement (the “Estimated Closing Statement”) setting forth the Company’s good faith estimate of the assets acquired under Merger Consideration calculated in accordance with Section 2.5, including an estimate of the Transaction Expenses and (ii) the Allocation Schedule. The Estimated Closing Statement shall be based upon the books and records of the Company Group and shall be prepared in accordance with the definitions contained in this agreement until Agreement and GAAP applied consistently. Purchaser and its agents shall be provided with reasonable access, during regular business hours and upon reasonable notice, to the entire purchase price has been paid financial books and records on which the Estimated Closing Statement is based and to seller the employees and agents of the Company Group who prepared the Estimated Closing Statement so as to enable it to verify the amounts set forth in the Estimated Closing Statement and the Note satisfied in fullrespective components thereof.
(c) At least one (1) Business Day prior to the anticipated Closing Date, the Company will provide an updated Estimated Closing Statement (the “Final Statement”) reflecting Purchaser’s good faith comments to the Estimated Closing Statement. The form and content of the Final Statement shall be reasonably acceptable to Purchaser prior to Closing.
Appears in 1 contract
Closing. The purchase and sale closing of the Assets and the consummation of the other transactions contemplated by this Agreement shall be closed (the ?"Closing?") shall take place commencing on June 5, 2006, or as soon thereafter as is practicable, following the satisfaction or waiver of all conditions to the obligations of the Parties to consummate the transactions contemplated hereby (other than conditions with respect to closing set forth in Sections 7 and 8 can be reasonably satisfied, but in no event beyond February 28, 2005 actions the respective Parties shall take at the Closing itself) or such other date as the Parties may mutually determine (the "Closing Date"). If all In any event, Closing shall occur on the morning after the counting of the conditions inventory, and the Purchase Price to be distributed to the Seller on that date. At Closing, the Lease and ▇▇▇▇▇▇'▇ Employment Agreements shall be executed. Closing shall be subject to the provisions of the Capital Equipment Closing referenced below in this ss.2.
(i) The Parties hereto do agree that time is of the essence and, unless extended by mutual written agreement of Seller and Buyer, the closing deliveries set forth in Sections 7 Section 2(h) below, the payment of the Purchase Price in accordance with Section 2(c) above, and 8 below have not been satisfied or waived the sale of the Acquired Assets to Buyer and other transactions contemplated hereby, shall all take place no later that the close of business (Phoenix, Arizona, P.S.T.) on or before June 5, 2006 (the "Outside Closing Date, then "); failing which either Buyer or (i) the Seller may terminate this Agreement by written notice without any further liability or obligation to the other partyBuyer, whereupon neither party shall have or (ii) Buyer may terminate this Agreement without any further liability or obligation to consummate the transactions contemplated herein. The Closing Date may be extended by agreement of Seller, except that the parties. The Closing Seller shall be consummated electronically and telephonicallyentitled to retain the $50,000 deposit, subject to the provisions of Section 2(d).
(a) At the Closing, Seller shall deliver or cause to be delivered to Buyer the following:
(i) documents reasonably acceptable to Buyer evidencing that Seller has the necessary corporate authority to enter into this Agreement and consummate the transactions contemplated herein, including without limitation, resolutions or minutes of the meeting of each of the Directors and Shareholders of Seller approving this Agreement;
(ii) an original assignment in To facilitate the form Closing, the Parties agree that this executed Agreement may be delivered to each of attached Exhibit ?A? (the ?Assignment?)Parties by facsimile transmission, duly executed and that the ribbon originals of this Agreement, together with the other Transfer Instruments contemplated hereby, shall be delivered promptly after the Closing by Seller;Fedex or other overnight or express mail deliveries.
(iii) an original All documents to be delivered at Closing and thereafter to and on behalf of the Buyer shall be delivered by the Seller to: DCS Card Systems, Inc.: ▇ ▇▇▇▇▇▇▇▇▇▇ of sale in the form of attached Exhibit ?B? (the ?▇▇▇▇ of Sale?)▇▇▇▇ ▇▇▇▇▇, duly executed by Seller;▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attn; ▇▇▇▇▇▇▇ Benz, CEO Tel: (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ With respect to communications to DCS a copy to: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq. ▇▇▇▇▇ & ▇▇▇ ▇▇▇▇▇▇ LLP ▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇. ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Tel: (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇
(iv) the original and all copies of the Documents, the Patent Application and the Trademark Application if applicable;
(v) the originals and all copies of the Contracts identified on Schedule 1.1(e), shall be attached to the Assignment; and
(vi) an executed non-disclosure agreement and assignment of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing Date.
(b) At the Closing, Buyer shall deliver or cause All documents to be delivered at Closing and thereafter to Seller irrevocable instructions (the ?Instructions?) to Sequiam?s transfer agent, duly executed and on behalf of Sequiam, authorizing and instructing the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to Seller, in accordance with Section 2(d) below.
(c) All payments, documents, and instruments to Seller shall be delivered on the Closing Date pursuant to this Agreement shall be regarded as having been delivered simultaneously, and no document or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived by the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) below.
(d) Upon Closing, Buyer shall deliver the Instructions to Sequiam?s transfer agent, and Sequiam?s transfer agent shall issue to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of receipt of the Instructions (the ?Certificate?). The Certificate shall contain the following legendto: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that from the period beginning on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note in the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005.
(e) Upon Closing, Buyer shall be entitled to possession of all Assets, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum as set forth above and if such default is not cured within thirty (30) days of the due date for such payments of interest or principal, the entire principal sum and accrued interest shall at once become due and payable without notice at the option of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the Corporation.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with ▇▇. ▇▇▇ ▇▇▇▇▇▇, P.C. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ or with any key staff member is to be of no further force and effect and that the buyer will undertake not to employ these staff members for a period of two years following the termination.
▇▇▇▇▇ Telephone: (h▇▇▇) Buyer shall not be entitled to sell any of the assets acquired under this agreement until the entire purchase price has been paid to seller and the Note satisfied in full.▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Appears in 1 contract
Closing. The purchase and sale closing of the Assets and the consummation of the other transactions contemplated by this Agreement shall be closed (paragraph 3 will take place on the ?Closing?) as soon as all of date designated by the conditions to closing set forth in Sections 7 and 8 can be reasonably satisfied, but in no event beyond February 28, 2005 (the "Closing Date"). If all of the conditions to closing set forth in Sections 7 and 8 below have not been satisfied or waived on or before the Closing Date, then either Buyer or Seller may terminate this Agreement by written notice to the other party, whereupon neither party shall have any obligation to consummate the transactions contemplated herein. The Closing Date may be extended by agreement of the parties. The Closing shall be consummated electronically and telephonically.
(a) At the Closing, Seller shall deliver or cause to be delivered to Buyer the following:
(i) documents reasonably acceptable to Buyer evidencing that Seller has the necessary corporate authority to enter into this Agreement and consummate the transactions contemplated herein, including without limitation, resolutions or minutes of the meeting of each of the Directors and Shareholders of Seller approving this Agreement;
(ii) an original assignment Investors in the form of attached Exhibit ?A? (Repurchase Notice or the ?Assignment?), duly executed by Seller;
(iii) an original ▇▇▇▇ of sale in the form of attached Exhibit ?B? (the ?▇▇▇▇ of Sale?), duly executed by Seller;
(iv) the original and all copies of the Documents, the Patent Application and the Trademark Application if applicable;
(v) the originals and all copies of the Contracts identified on Schedule 1.1(e), shall be attached to the Assignment; and
(vi) an executed non-disclosure agreement and assignment of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing Date.
(b) At the Closing, Buyer shall deliver or cause to be delivered to Seller irrevocable instructions (the ?Instructions?) to Sequiam?s transfer agent, duly executed on behalf of Sequiam, authorizing and instructing the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to Seller, in accordance with Section 2(d) below.
(c) All payments, documents, and instruments to be delivered on the Closing Date pursuant to this Agreement shall be regarded as having been delivered simultaneously, and no document or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived by the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) below.
(d) Upon Closing, Buyer shall deliver the Instructions to Sequiam?s transfer agent, and Sequiam?s transfer agent shall issue to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of receipt of the Instructions (the ?Certificate?). The Certificate shall contain the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933Supplemental Repurchase Notice, as amended (the "ACT")case may be, or the securities laws of any state, and may which date will not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that from the period beginning on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note in the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005.
(e) Upon Closing, Buyer shall be entitled to possession of all Assets, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum as set forth above and if such default is not cured within thirty (30) days of the due date for such payments of interest or principal, the entire principal sum and accrued interest shall at once become due and payable without notice at the option of the holder of this Note. Maker shall have more than forty-five (45) days after the delivery of such notice. The Investors and/or the Company, as the case may be, will pay for the Executive Stock to cure a default. If payment is not made within the curative period then all right, title and interest be purchased pursuant to the collateral will revert Repurchase Option by delivery of, in the case of each Investor, a check payable to the holder of such Executive Stock, and in the Note case of the Company by delivery of one or more checks, one or more promissory notes and/or a combination of checks and notes as follows: (i) if the Repurchase Option is being exercised as a result of a termination of employment by the Company for Cause or as a result of the Executive’s participation in any Competitive Activity during the Noncompete Period, the Company may use checks, notes or any combination of checks and notes as determined in the Company’s sole discretion; (ii) if the Repurchase Option is being exercised as a result of Executive’s resignation without Good Reason, the Company shall pay for the Executive Stock with checks, notes or any combination of checks and notes as determined in its sole discretion, (iii) if the Repurchase Option is being exercised as a result of a termination of employment by the Company without Cause or by Executive for Good Reason, the Company shall pay for Option Shares with checks and shall pay for all other Executive Stock with checks, unless, in the good faith determination of the Board, the Company lacks sufficient available cash to pay for such purchase and to provide sufficient funding for its business and operations, in which case the Company shall pay for such other Executive Stock with notes; (iv) if the Repurchase Option is being exercised as a result of the death or Disability of Executive, the Company shall pay for the Option Shares with checks. Any checks issued pursuant to this paragraph 3(e) shall be certified or cashiers’ checks. Any notes issued by the Company pursuant to this paragraph 3(e) shall be payable in three equal annual installments beginning on the first anniversary of the closing of such purchase, shall bear interest at a rate per annum equal to the rate charged by the Company’s primary working capital lender and shall be subject to any restrictive covenants to which the Company is subject at the time of such purchase; provided that the principal of and all payments made under interest accrued on such notes will be due and payable in full on the Note are then forfeited. In earlier to occur of (i) the event closing of default and a return Sale of the collateralCompany and (ii) a redemption of, buyers warrants that it will discontinue use or dividend on, the Company’s equity securities (other than a repurchase of equity securities in connection with the termination of employment of any software employee or other Intellectual Property that consultant). Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Executive Stock by the Company will be subject to applicable restrictions contained in the Michigan Business Corporation Act and in the Company’s and its Subsidiaries’ debt and equity financing agreements. If any such restrictions prohibit the repurchase of Executive Stock hereunder which the Company is a part of this agreementotherwise entitled to make, the Company may make such repurchases as soon as it is permitted to do so under such restrictions. FurthermoreThe Company and/or the Investors, Any unpaid balance as the case may be, will receive customary representations and warranties from each seller regarding the sale of the purchase priceExecutive Stock, whether due or notincluding, shall immediately become repayable together with any interest thereon if but not limited to, the Purchaser is placed in liquidation or under judicial management, whether provisional or final representation that such seller has good and whether compulsory or voluntary, or an effective special resolution is passed for marketable title to the deregistration of the Corporation.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ or with any key staff member is Executive Stock to be transferred free and clear of no further force all liens, claims and effect and that the buyer will undertake not to employ these staff members for a period of two years following the terminationother encumbrances.
(h) Buyer shall not be entitled to sell any of the assets acquired under this agreement until the entire purchase price has been paid to seller and the Note satisfied in full.
Appears in 1 contract
Closing. The purchase purchase, sale and sale issuance of the Assets Ordinary Shares and of the SFKT's Option, and the consummation of the other transactions contemplated by this Agreement shall be closed (the ?Closing?) as soon as all of the conditions to closing set forth in Sections 7 and 8 can be reasonably satisfied, but in no event beyond February 28, 2005 (the "Closing Date"). If all of the conditions to closing set forth in Sections 7 and 8 below have not been satisfied or waived on or before the Closing Date, then either Buyer or Seller may terminate this Agreement by written notice to the other party, whereupon neither party shall have any obligation to consummate the transactions contemplated herein. The Closing Date may be extended by agreement of the parties. The Closing shall be consummated electronically and telephonically.
(a) At the Closing, Seller shall deliver or cause to be delivered to Buyer the following:
(i) documents reasonably acceptable to Buyer evidencing that Seller has the necessary corporate authority to enter into this Agreement and consummate the transactions contemplated herein, including without limitation, resolutions or minutes of the meeting of each of the Directors and Shareholders of Seller approving this Agreement;
(ii) an original assignment in the form of attached Exhibit ?A? shall take place at a closing (the ?Assignment?), duly executed by Seller;
(iii“Closing”) an original ▇▇▇▇ of sale in the form of attached Exhibit ?B? (the ?▇▇▇▇ of Sale?), duly executed by Seller;
(iv) the original and all copies of the Documents, the Patent Application and the Trademark Application if applicable;
(v) the originals and all copies of the Contracts identified on Schedule 1.1(e), shall be attached to the Assignment; and
(vi) an executed non-disclosure agreement and assignment of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing Date.
(b) At the Closing, Buyer shall deliver or cause to be delivered to Seller irrevocable instructions (the ?Instructions?) to Sequiam?s transfer agent, duly executed on behalf of Sequiam, authorizing and instructing the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to Seller, in accordance with Section 2(d) below.
(c) All payments, documents, and instruments to be delivered on the Closing Date pursuant to this Agreement shall be regarded as having been delivered simultaneously, and no document or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived by the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) below.
(d) Upon Closing, Buyer shall deliver the Instructions to Sequiam?s transfer agent, and Sequiam?s transfer agent shall issue to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of receipt of the Instructions (the ?Certificate?). The Certificate shall contain the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that from the period beginning on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note in the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005.
(e) Upon Closing, Buyer shall be entitled to possession of all Assets, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum as set forth above and if such default is not cured within thirty (30) days of the due date for such payments of interest or principal, the entire principal sum and accrued interest shall at once become due and payable without notice at the option offices of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the Corporation.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇, Adv., 85 Medinat ▇▇▇▇▇▇▇▇▇ Street, Herzliah, at 10 a.m. on the first Business Day falling five (5) Business Days after the first date on which the Company and/or the Investors, as applicable, shall have secured and obtained the due execution or approval, as the case may be, of all of the following: (a) The approval of this Agreement and the Management Agreement by (i) the Company's Audit Committee; (ii) the Company's Board of Directors; and (iii) the Company's Shareholders General Meeting (including adopting a resolution to increase the registered share capital of the Company to a number that will allow for issuance of shares to the Investors and the Bank as contemplated hereunder); (b) The approval of the Tel Aviv Stock Exchange ("TASE") to the listing of the Company's Ordinary Shares that will be issued to the Investors, and the Ordinary Shares undelying SFKT's Option and the Bank's Option; (c) The approval of the Antitrust Commissioner to this Agreement, (d) the Company shall have filed a private placement report and a report with respect to a transaction with a control person as may be required under any key staff member is applicable law, regulation, directive or rule, all for the purpose of consummation of the transactions contemplated herein at the Closing (all the approvals referred to in sub-sections (a) thourgh (d) above shall be reffered to herein, collectively, as the "Approvals"), and in addition (e) the sale of no further force 8,400,000 Ordinary Shares by SCH to unrelated third parties. The Company and/or Investors, as the case may be, shall endevour as aforesaid to obtain such Approvals in any event not later than five (5) Business Days prior to June 30, 2006 (the “Closing Date”), or such other date, time and effect and that place as the buyer will undertake not to employ these staff members for a period of two years following the termination.
(h) Buyer Parties shall agree upon in writing. Should all such Approvals not be entitled obtained and/or should all the conditions precedent to sell Closing not occur persuant to Section 6 below prior to the Closing Date, this Agreement shall be deemed cancelled, and no party shall have any of claim against the assets acquired under this agreement until the entire purchase price has been paid to seller and the Note satisfied in fullother.
Appears in 1 contract
Closing. The purchase and sale of Subject to the Assets and satisfaction (or waiver by the consummation of the other transactions contemplated by this Agreement shall be closed (the ?Closing?applicable parties) as soon as all of the conditions to closing set forth in Sections 7 and 8 can be reasonably satisfiedSection 4.1 below, but in no event beyond February 28, 2005 the closing of the Transactions (the "“Closing”) will take place remotely via the exchange of documents and signatures on August 21, 2020 or at such time and place as the Company and the parties may agree in writing (the “Closing Date"”). If all of the conditions to closing set forth in Sections 7 and 8 below have not been satisfied or waived on or before the Closing Date, then either Buyer or Seller may terminate this Agreement by written notice to the other party, whereupon neither party shall have any obligation to consummate the transactions contemplated herein. The Closing Date may be extended by agreement of the parties. The Closing shall be consummated electronically and telephonically.
(a) At the Closing, Seller (a) each Holder shall deliver or cause to be delivered to Buyer the following:
Company all right, title and interest in and to its Exchanged Notes as specified on Exhibit A hereto, free and clear of any mortgage, lien, pledge, charge, security interest, encumbrance, title retention agreement, option, equity or other adverse claim thereto (collectively, “Liens”), together with any documents of conveyance or transfer that the Company may deem necessary or desirable to transfer to and confirm in the Company all right, title and interest in and to the Exchanged Notes, free and clear of any Liens (no later than 12:00 noon Eastern Daylight Time on the day of Closing), and (b) (i) documents reasonably acceptable to Buyer evidencing that Seller has the necessary corporate authority to enter into this Agreement and consummate the transactions contemplated herein, including without limitation, resolutions or minutes of the meeting of each of the Directors and Shareholders of Seller approving this Agreement;
(ii) an original assignment in the form of attached Exhibit ?A? (the ?Assignment?), duly executed by Seller;
(iii) an original ▇▇▇▇ of sale in the form of attached Exhibit ?B? (the ?▇▇▇▇ of Sale?), duly executed by Seller;
(iv) the original and all copies of the Documents, the Patent Application and the Trademark Application if applicable;
(v) the originals and all copies of the Contracts identified on Schedule 1.1(e), shall be attached to the Assignment; and
(vi) an executed non-disclosure agreement and assignment of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing Date.
(b) At the Closing, Buyer Company shall deliver or cause to be delivered to Seller irrevocable each Holder the Exchange Cash and the Accrued Interest specified for such Holder on Exhibit A hereto, as specified on, and pursuant to the wire instructions provided by each Holder on, Exhibit B hereto, and (ii) the ?Instructions?Company shall deliver to each Holder the number of Exchange Shares, free and clear of all Liens, specified for such Holder on Exhibit A hereto, as specified on, and pursuant to the delivery instructions provided by each Holder on, Exhibit B hereto; provided, that the parties acknowledge that the delivery of the Exchange Shares may be delayed due to procedures and mechanics within the system of The Depository Trust Company (“DTC”) or The New York Stock Exchange (including the procedures and mechanics regarding the listing of the Exchange Shares on such exchange) or other events beyond the Company’s control and that such delay will not be a default under this Agreement so long as (A) the Company is using its reasonable best efforts to Sequiam?s transfer agent, duly executed effect the issuance of the Exchange Shares as soon as practicable after the Closing and (B) interest shall accrue on behalf the Exchanged Notes until the date of Sequiam, authorizing and instructing payment. For the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares avoidance of common stock of Sequiam to Sellerdoubt, in accordance with Section 2(d) below.
(c) All payments, documents, and instruments to be delivered on the event of any delay in the Closing Date as described above, the Holders shall not be required to deliver the Exchanged Notes until the Closing occurs. The Company may at any time (whether before, simultaneously with or after the Closing) deliver Exchange Consideration to one or more other holders of Outstanding Notes or to other investors (any such issuances pursuant to this Agreement shall be regarded agreements dated as having been delivered simultaneously, and no document or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived by the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) below.
(d) Upon Closing, Buyer shall deliver the Instructions to Sequiam?s transfer agent, and Sequiam?s transfer agent shall issue to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of receipt of the Instructions (date hereof, the ?Certificate?“Aggregated Transactions”). The Certificate delivery and cancellation of the Exchanged Notes shall contain the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended be effected through one-sided Deposit/Withdrawal at Custodian (the "ACT"), or the securities laws of any stateDWAC) withdrawal instructions arranged by, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that from the period beginning entered on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itselfbehalf of, the securities held by it, and the intended method of disposition of such securities as shall be required Holders to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note in the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005DTC.
(e) Upon Closing, Buyer shall be entitled to possession of all Assets, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum as set forth above and if such default is not cured within thirty (30) days of the due date for such payments of interest or principal, the entire principal sum and accrued interest shall at once become due and payable without notice at the option of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the Corporation.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ or with any key staff member is to be of no further force and effect and that the buyer will undertake not to employ these staff members for a period of two years following the termination.
(h) Buyer shall not be entitled to sell any of the assets acquired under this agreement until the entire purchase price has been paid to seller and the Note satisfied in full.
Appears in 1 contract
Sources: Exchange Agreement (Chegg, Inc)
Closing. The purchase and sale of the Assets and the consummation of the other transactions contemplated by this Agreement shall be closed (the ?Closing?a) as soon as all of the conditions to closing set forth in Sections 7 and 8 can be reasonably satisfied, but in no event beyond February 28, 2005 (the "Closing Date"). If all of the conditions to closing set forth in Sections 7 and 8 below have not been satisfied or waived on or before On the Closing Date, then either Buyer or Seller may terminate this Agreement by written notice upon the terms and subject to the other partyconditions set forth herein, whereupon neither party shall have any obligation Oz Rey agrees to consummate sell, and the transactions contemplated hereinPurchasers, severally and not jointly, agree to purchase, up to an aggregate of $6,000,000 in principal amount of Notes and the Option (as defined in Section 4.4 below) in exchange for (a) an aggregate of $6,000,000 in principal amount of Debentures held by the Purchasers and (b) an aggregate of 1,200,000 Warrants held by the Purchasers (the “Exchange”). The Closing Date may principal amount of Notes to be extended acquired by agreement each Purchaser shall be equal to the principal amount of Debentures held by such Purchaser in the amount forth on Exhibit A. Upon assignment of such Debentures to Oz Rey, each Purchaser shall also assign to Oz Rey the Warrants held by such Purchaser in the amounts set forth on Exhibit A. The Parties agree that 99% of the partiesvalue of the Exchange shall be attributed to the Notes and that 1% of the value of the Exchange shall be attributed to the Option. The Closing shall be consummated electronically and telephonically.
(a) At occur at the Closingoffices of Shearman & Sterling LLP, Seller shall deliver or cause to be delivered to Buyer the following:
(i) documents reasonably acceptable to Buyer evidencing that Seller has the necessary corporate authority to enter into this Agreement and consummate the transactions contemplated herein, including without limitation, resolutions or minutes of the meeting of each of the Directors and Shareholders of Seller approving this Agreement;
(ii) an original assignment in the form of attached Exhibit ?A? (the ?Assignment?), duly executed by Seller;
(iii) an original 1▇▇▇ ▇▇▇▇ of sale in the form of attached Exhibit ?B? (the ?▇▇▇▇ of Sale?), duly executed by Seller;
(iv) the original and all copies of the Documents, the Patent Application and the Trademark Application if applicable;
(v) the originals and all copies of the Contracts identified on Schedule 1.1(e), shall be attached to the Assignment; and
(vi) an executed non-disclosure agreement and assignment of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing Date.
(b) At the Closing, Buyer shall deliver or cause to be delivered to Seller irrevocable instructions (the ?Instructions?) to Sequiam?s transfer agent, duly executed on behalf of Sequiam, authorizing and instructing the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to Seller, in accordance with Section 2(d) below.
(c) All payments, documents, and instruments to be delivered on the Closing Date pursuant to this Agreement shall be regarded as having been delivered simultaneously, and no document or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived by the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) below.
(d) Upon Closing, Buyer shall deliver the Instructions to Sequiam?s transfer agent, and Sequiam?s transfer agent shall issue to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of receipt of the Instructions (the ?Certificate?). The Certificate shall contain the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that from the period beginning on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note in the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005.
(e) Upon Closing, Buyer shall be entitled to possession of all Assets, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum as set forth above and if such default is not cured within thirty (30) days of the due date for such payments of interest or principal, the entire principal sum and accrued interest shall at once become due and payable without notice at the option of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the Corporation.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, or with any key staff member is to be of no further force and effect and that such other location as the buyer will undertake not to employ these staff members for a period of two years following the terminationparties shall mutually agree.
(hb) Buyer The Closing shall occur on the date (the “Closing Date”) chosen by Oz Rey not be entitled to sell any later than 20 days after the execution hereof by all of the assets acquired parties hereto, subject to up to an automatic additional 20 days of delay if the Closing Date has not occurred within the initial 20-day period (with such extended date, the “Termination Date”), subject to all conditions precedent to the Purchasers’ obligations and Oz Rey’s obligations, in each case, have been satisfied or waived. If the Closing does not occur by 5:00 p.m., Austin, Texas time on the Termination Date, all of the parties’ obligations under this agreement until Agreement shall immediately terminate, without any liability on the entire purchase price has been paid part of any party hereto, and Oz Rey shall promptly return to seller and the Note satisfied in fullPurchasers all of the deliveries that the Purchasers had previously tendered to Oz Rey.
Appears in 1 contract
Closing. The purchase and sale of the Assets and the consummation of the other transactions contemplated by this Agreement shall be closed (the ?Closing?) as soon as all of the conditions to closing set forth in Sections 7 and 8 can be reasonably satisfied, but in no event beyond February 28, 2005 (the "Closing Date"). If all of the conditions to closing set forth in Sections 7 and 8 below have not been satisfied or waived on or before the Closing Date, then either Buyer or Seller may terminate this Agreement by written notice to the other party, whereupon neither party shall have any obligation to consummate the transactions contemplated herein. The Closing Date may be extended by agreement of the parties. The Closing shall be consummated electronically and telephonically.
(a) At The closing hereunder ("Closing") shall take place at the Closingoffices of Kirkpatrick & Lockhart LLP, Seller shall deliver or cause to be delivered to Buyer the following:
(i) documents reasonably acceptable to Buyer evidencing that Seller has the necessary corporate authority to enter into this Agreement and consummate the transactions contemplated hereinHenry W. Oliver Building, including without limitation535 Smithfie▇▇ ▇▇▇▇▇▇, resolutions or minutes of the meeting of each of the Directors and Shareholders of Seller approving this Agreement;
(ii) an original assignment in the form of attached Exhibit ?A? (the ?Assignment?)P▇▇▇▇▇▇▇▇h, duly executed by Seller;
(iii) an original Pen▇▇▇▇▇▇▇▇▇ of sale in the form of attached Exhibit ?B? (the ?▇▇▇▇2, or such ▇▇▇▇▇ of Sale?), duly executed by Seller;
(iv) the original and all copies of the Documents, the Patent Application and the Trademark Application if applicable;
(v) the originals and all copies of the Contracts identified on Schedule 1.1(e), shall be attached to the Assignment; and
(vi) an executed non-disclosure agreement and assignment of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing Date.
(b) At the Closing, Buyer shall deliver or cause to be delivered to Seller irrevocable instructions (the ?Instructions?) to Sequiam?s transfer agent, duly executed on behalf of Sequiam, authorizing and instructing the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to Seller, in accordance with Section 2(d) below.
(c) All payments, documents, and instruments to be delivered on the Closing Date pursuant to this Agreement shall be regarded as having been delivered simultaneously, and no document or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived by the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) below.
(d) Upon Closing, Buyer shall deliver the Instructions to Sequiam?s transfer agent, and Sequiam?s transfer agent shall issue to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of receipt of the Instructions (the ?Certificate?). The Certificate shall contain the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that from the period beginning on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note in the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005.
(e) Upon Closing, Buyer shall be entitled to possession of all Assets, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum as set forth above and if such default is not cured within thirty (30) days of the due date for such payments of interest or principal, the entire principal sum and accrued interest shall at once become due and payable without notice at the option of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the Corporation.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇te selected by the Parties which shall be the latest of:
(i) Any business day within five business days after the receipt of the approval of the Merger by the Department of Banking;
(ii) Any business day between the thirtieth and thirty-seventh day following receipt of the last Regulatory Approval, if all other conditions set forth in Article V have been satisfied or with waived;
(iii) The fifth business day after any key staff member stay of any Regulatory Approval or any injunction against consummation of the Merger is lifted, discharged or dismissed, if all other conditions set forth in Article V have been satisfied or waived;
(iv) Such other date as shall be mutually agreed to be of no further force and effect and that in writing by the buyer will undertake not to employ these staff members for a period of two years following the terminationParties on which all other conditions set forth in Article V shall have been satisfied or waived.
(hb) Buyer Any Party may postpone the Closing Date fixed under Section 2.06(a) once for a reasonable period of time (which shall be no more than thirty (30) days but in no event ending later than the day of automatic termination in accordance with Section 2.08(h)) if necessary to enable it to perform any obligations hereunder, provided, that such Party provides prompt written notice to the other Parties of such postponement, stating the reasons therefor.
(c) If FNH or Promistar shall fail to close because all the conditions precedent to its obligation to close shall not be entitled have been met on the Closing Date as postponed, such Party may immediately terminate this Reorganization Agreement by giving written notice of such termination to sell any of the assets acquired under this agreement until the entire purchase price has been paid to seller and the Note satisfied in fullother Party.
Appears in 1 contract
Sources: Reorganization Agreement (Promistar Financial Corp)
Closing. The purchase and sale of the Assets and 5.1 Provided all conditions precedent set forth in Article 4 have been satisfied, the consummation of the other transactions transaction contemplated by this Agreement hereunder (hereinafter referred to as “Closing”) shall be closed take place at the office of the Title Company in Manchester, New Hampshire, on December 23, 2005, subject to extension under Paragraph 4.4 (the ?Closing?) as soon as all of the conditions to closing set forth in Sections 7 and 8 can be reasonably satisfied, but in no event beyond February 28, 2005 (the "“Closing Date"”). If all of the conditions to closing set forth precedent contained in Sections 7 and 8 below Article 4 hereof have not been satisfied or waived in writing by Purchaser on or before the Closing Datedate on which each such condition must be satisfied (Purchaser does hereby reserve the right to waive any such conditions which are herein set forth for the benefit of Purchaser), then either Buyer or Seller may terminate Purchaser may, nevertheless consummate this Agreement or may, by written notice to Seller, either extend the other party, whereupon neither party shall Closing to a date not later than the 60th day after the Document Receipt Date (as it may have any obligation to consummate the transactions contemplated herein. The Closing Date may be extended by agreement of the parties. The Closing shall be consummated electronically and telephonically.
(abeen extended) At the Closing, Seller shall deliver or cause to be delivered to Buyer the following:
(i) documents reasonably acceptable to Buyer evidencing that Seller has the necessary corporate authority to enter into terminate this Agreement and consummate the transactions contemplated herein, including without limitation, resolutions or minutes all obligations hereunder of the meeting of each of the Directors and Shareholders of Seller approving this Agreement;
(ii) an original assignment parties hereto in the form of attached Exhibit ?A? (the ?Assignment?), duly executed by Seller;
(iii) an original ▇▇▇▇ of sale in the form of attached Exhibit ?B? (the ?▇▇▇▇ of Sale?), duly executed by Seller;
(iv) the original and all copies of the Documents, the Patent Application and the Trademark Application if applicable;
(v) the originals and all copies of the Contracts identified on Schedule 1.1(e), which event Purchaser shall be attached to the Assignment; and
(vi) an executed non-disclosure agreement and assignment of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing Date.
(b) At the Closing, Buyer shall deliver or cause to be delivered to Seller irrevocable instructions (the ?Instructions?) to Sequiam?s transfer agent, duly executed on behalf of Sequiam, authorizing and instructing the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to Seller, in accordance with Section 2(d) below.
(c) All payments, documents, and instruments to be delivered on the Closing Date pursuant to this Agreement shall be regarded as having been delivered simultaneously, and no document or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived by the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) below.
(d) Upon Closing, Buyer shall deliver the Instructions to Sequiam?s transfer agent, and Sequiam?s transfer agent shall issue to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of receipt of the Instructions (the ?Certificate?). The Certificate shall contain the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that from the period beginning on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note in the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005.
(e) Upon Closing, Buyer shall be entitled to possession of all Assets, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum as set forth above and if such default is not cured within thirty (30) days of the due date for such payments of interest or principal, the entire principal sum and accrued interest shall at once become due and payable without notice at the option of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and receive a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the Corporation.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with its ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ Money and thereafter no party hereto shall have any claim against the other party hereto by virtue of this Agreement unless such termination was caused because either Seller did not comply with or with breached any key staff member is to be terms in Article 3, 4 or 6 in which event the terms of no further force and effect and that the buyer will undertake not to employ these staff members for a period of two years following the terminationArticle 7 hereof shall control.
(h) Buyer shall not be entitled to sell any 5.2 The Closing and disbursement of funds of the assets acquired under this transaction contemplated hereunder shall take place simultaneously (i.e., New York style) in an escrow with the Title Company, as escrowee pursuant to a written escrow agreement until the entire purchase price has been paid to seller among Purchaser, Seller and the Note satisfied Title Company, containing terms and conditions not inconsistent with the terms and conditions of this Agreement (which shall in fullall events be controlling) and mutually satisfactory to Purchaser and Seller. The cost of any escrow services provided by the Title Company shall be borne equally by Seller and Purchaser.
Appears in 1 contract
Closing. The purchase Unless this Agreement shall have been terminated and sale the transactions herein contemplated shall have been abandoned pursuant to Article IX, and subject to the satisfaction or waiver of the Assets and conditions set forth in Article VI, the consummation of the other transactions contemplated by this Agreement shall be closed (the ?“Closing?”) as soon as all shall take place at the offices of the conditions to closing set forth in Sections 7 and 8 can be reasonably satisfied, but in no event beyond February 28, 2005 (the "Closing Date"). If all of the conditions to closing set forth in Sections 7 and 8 below have not been satisfied or waived on or before the Closing Date, then either Buyer or Seller may terminate this Agreement by written notice to the other party, whereupon neither party shall have any obligation to consummate the transactions contemplated herein. The Closing Date may be extended by agreement of the parties. The Closing shall be consummated electronically and telephonically.
(a) At the Closing, Seller shall deliver or cause to be delivered to Buyer the following:
(i) documents reasonably acceptable to Buyer evidencing that Seller has the necessary corporate authority to enter into this Agreement and consummate the transactions contemplated herein, including without limitation, resolutions or minutes of the meeting of each of the Directors and Shareholders of Seller approving this Agreement;
(ii) an original assignment in the form of attached Exhibit ?A? (the ?Assignment?), duly executed by Seller;
(iii) an original K▇▇▇▇▇▇▇ of sale in the form of attached Exhibit ?B? (the ?& E▇▇▇▇ of Sale?)LLP, duly executed by Seller;
(iv) the original and all copies of the Documents, the Patent Application and the Trademark Application if applicable;
(v) the originals and all copies of the Contracts identified on Schedule 1.1(e), shall be attached to the Assignment; and
(vi) an executed non-disclosure agreement and assignment of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing Date.
(b) At the Closing, Buyer shall deliver or cause to be delivered to Seller irrevocable instructions (the ?Instructions?) to Sequiam?s transfer agent, duly executed on behalf of Sequiam, authorizing and instructing the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to Seller, in accordance with Section 2(d) below.
(c) All payments, documents, and instruments to be delivered on the Closing Date pursuant to this Agreement shall be regarded as having been delivered simultaneously, and no document or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived by the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) below.
(d) Upon Closing, Buyer shall deliver the Instructions to Sequiam?s transfer agent, and Sequiam?s transfer agent shall issue to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of receipt of the Instructions (the ?Certificate?). The Certificate shall contain the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that from the period beginning on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note in the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005.
(e) Upon Closing, Buyer shall be entitled to possession of all Assets, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum as set forth above and if such default is not cured within thirty (30) days of the due date for such payments of interest or principal, the entire principal sum and accrued interest shall at once become due and payable without notice at the option of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the Corporation.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with 1▇▇ ▇▇. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇, at 10:00 a.m. on January 28, 2007 or with at such other time, date or place as the Parent and the Company may agree upon (the “Closing Date”). At the Closing, (i) the Stockholders shall deliver to the Parent or its designees stock certificates representing all of the issued and outstanding Common Stock, excluding any key staff member is Common Stock previously delivered to the Company pursuant to Sections 1.6 or 5.7 hereof, free and clear of all Liens, duly endorsed in blank for transfer or accompanied by appropriate stock powers duly executed in blank, (ii) the Parent shall pay all amounts (in cash or in securities meeting the requirements of the Indenture or a combination of both) required for the satisfaction and discharge of the Indenture pursuant to Section 5.17 hereof and Article 10 thereof, or shall make such other payments as the parties may agree upon to effect the discharge of the 11% Senior Notes, (iii) the Parent shall deliver to each Stockholder an amount equal to the Estimated Cash Merger Consideration, multiplied by the percentage for such Stockholder set forth on Exhibit A hereto, by wire transfer of immediately available funds to accounts of the Stockholders designated in writing to the Parent at least two (2) Business Days prior to the Closing, (iv) each Stockholder shall receive a number of Preferred Units equal to the Preferred Units Consideration, multiplied by the percentage for such Stockholder set forth on Exhibit A hereto, such Preferred Units to be of no further force and effect and that the buyer will undertake not to employ these staff members for a period of two years following the termination.
(h) Buyer shall not be issued at Closing by each such Stockholder entitled to sell receive any such Preferred Units executing the LLC Agreement as a member holding Preferred Units in accordance with the terms of, and in such amounts as reflected by, the LLC Agreement, such ownership to be evidenced at Closing by each such Stockholder receiving an executed copy of the assets acquired under LLC Agreement reflecting the same, (v) the Stockholders shall repay, or cause to be repaid, all outstanding loans and other obligations in accordance with Section 5.11 (except as otherwise provided by such Section 5.11), and (vi) each of the parties shall deliver or cause to be delivered to the intended recipient such other documents and instruments required to be delivered by or on behalf of such party at or prior to the Closing pursuant to the terms of this agreement until the entire purchase price has been paid to seller and the Note satisfied in fullAgreement.
Appears in 1 contract
Sources: Merger Agreement (Sbarro Inc)
Closing. The purchase and sale of the Assets and the consummation of the other transactions contemplated by this Agreement shall be closed (the ?Closing?) as soon as all of the conditions to closing set forth in Sections 7 and 8 can be reasonably satisfied, but in no event beyond February 28, 2005 (the "Closing Date"). If all of the conditions to closing set forth in Sections 7 and 8 below have not been satisfied or waived on or before the Closing Date, then either Buyer or Seller may terminate this Agreement by written notice to the other party, whereupon neither party shall have any obligation to consummate the transactions contemplated herein. The Closing Date may be extended by agreement of the parties. The Closing shall be consummated electronically and telephonically.
(a) At the Closing, Seller shall deliver or cause to be delivered to Buyer the following:
(i) documents reasonably acceptable to Buyer evidencing that Seller has the necessary corporate authority to enter into this Agreement and consummate the transactions contemplated herein, including without limitation, resolutions or minutes The closing of the meeting of each of the Directors and Shareholders of Seller approving this Agreement;
(ii) an original assignment in the form of attached Exhibit ?A? Merger (the ?Assignment?), duly executed by Seller;
(iii“Closing”) an original ▇▇▇▇ of sale in the form of attached Exhibit ?B? (the ?▇▇▇▇ of Sale?), duly executed by Seller;
(iv) the original and all copies of the Documents, the Patent Application and the Trademark Application if applicable;
(v) the originals and all copies of the Contracts identified on Schedule 1.1(e), shall be attached to the Assignment; and
(vi) an executed non-disclosure agreement and assignment of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing Date.
(b) At the Closing, Buyer shall deliver or cause to be delivered to Seller irrevocable instructions (the ?Instructions?) to Sequiam?s transfer agent, duly executed on behalf of Sequiam, authorizing and instructing the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to Seller, in accordance with Section 2(d) below.
(c) All payments, documents, and instruments to be delivered on the Closing Date pursuant to this Agreement shall be regarded as having been delivered simultaneously, and no document or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived by the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) below.
(d) Upon Closing, Buyer shall deliver the Instructions to Sequiam?s transfer agent, and Sequiam?s transfer agent shall issue to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of receipt of the Instructions (the ?Certificate?). The Certificate shall contain the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that from the period beginning on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note in the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005.
(e) Upon Closing, Buyer shall be entitled to possession of all Assets, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum as set forth above and if such default is not cured within thirty (30) days of the due date for such payments of interest or principal, the entire principal sum and accrued interest shall at once become due and payable without notice place at the option offices of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the Corporation.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, at 9:00 a.m., New York City time, no later than the second Business Day following the satisfaction or with any key staff member is waiver of the conditions set forth in Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction of such conditions or waiver of those conditions), or at such other place, time and date as may be agreed to by Parent and the Company (such date, the “Satisfaction Date”). The date on which the Closing occurs is referred to herein as the “Closing Date.”
(b) Notwithstanding Section 1.2(a) and any other provision of this Agreement to the contrary, if the Satisfaction Date occurs prior to October 2, 2017, Parent may elect in its sole discretion (no further force more than a single time), by written notice to the Company (the “Deferral Notice”), to defer the Closing to October 2, 2017. In the event of the delivery of a Deferral Notice, (i) the conditions set forth in in Section 6.1 and effect Section 6.2 shall be deemed to be fully satisfied from and after the Satisfaction Date through and including the Closing (if such conditions were satisfied at the Satisfaction Date), without regard to any change in circumstances or other events that may occur after the buyer will undertake not Satisfaction Date, and Parent shall be deemed to employ these staff members have irrevocably waived as of the Satisfaction Date all rights to assert the failure of such conditions to be satisfied, (ii) Parent shall be deemed to have irrevocably waived as of the Satisfaction Date any right to terminate this Agreement pursuant to ARTICLE VII, and (iii) the Satisfaction Date shall be deemed the Closing Date for a period purposes of two years following calculating Estimated Net Working Capital, Estimated Cash, and Estimated Indebtedness within the terminationcalculation of Estimated Purchase Price and Cash, Indebtedness and Net Working Capital within the calculation Final Purchase Price, and (iv) the Satisfaction Date shall be deemed the Closing Date for all purposes under Section 5.13 and ARTICLE VIII.
(hc) Buyer Notwithstanding the foregoing, if a Deferral Notice is delivered, from and after the Satisfaction Date, the Company shall not be entitled declare, set aside, make or pay any dividend or other distribution, with respect to sell any of Company Capital Stock or other shares of capital stock or equity interests (except for any dividend or distribution by a wholly-owned Company Subsidiary to the assets acquired under Company or another wholly-owned Company Subsidiary). Any breach by the Company of this agreement until Section 1.2(c) shall be exempt from the entire purchase price has been paid to seller and the Note satisfied in fullwaivers by Parent contemplated by Section 1.2(b).
Appears in 1 contract
Sources: Merger Agreement (Teleflex Inc)
Closing. (a) The purchase and sale of the Assets and the consummation of the other transactions contemplated by this Agreement shall be closed Merger (the ?“Closing?”) as soon as all shall take place at the offices of the conditions to closing set forth in Sections 7 and 8 can be reasonably satisfied, but in no event beyond February 28, 2005 (the "Closing Date"). If all of the conditions to closing set forth in Sections 7 and 8 below have not been satisfied or waived on or before the Closing Date, then either Buyer or Seller may terminate this Agreement by written notice to the other party, whereupon neither party shall have any obligation to consummate the transactions contemplated herein. The Closing Date may be extended by agreement of the parties. The Closing shall be consummated electronically and telephonically.
(a) At the Closing, Seller shall deliver or cause to be delivered to Buyer the following:
(i) documents reasonably acceptable to Buyer evidencing that Seller has the necessary corporate authority to enter into this Agreement and consummate the transactions contemplated herein, including without limitation, resolutions or minutes of the meeting of each of the Directors and Shareholders of Seller approving this Agreement;
(ii) an original assignment in the form of attached Exhibit ?A? (the ?Assignment?), duly executed by Seller;
(iii) an original ▇▇▇▇▇ of sale in the form of attached Exhibit ?B? (the ?▇▇▇▇▇ of Sale?)L.L.P., duly executed by Seller;
(iv) the original and all copies of the Documents, the Patent Application and the Trademark Application if applicable;
(v) the originals and all copies of the Contracts identified on Schedule 1.1(e), shall be attached to the Assignment; and
(vi) an executed non-disclosure agreement and assignment of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing Date.
(b) At the Closing, Buyer shall deliver or cause to be delivered to Seller irrevocable instructions (the ?Instructions?) to Sequiam?s transfer agent, duly executed on behalf of Sequiam, authorizing and instructing the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to Seller, in accordance with Section 2(d) below.
(c) All payments, documents, and instruments to be delivered on the Closing Date pursuant to this Agreement shall be regarded as having been delivered simultaneously, and no document or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived by the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) below.
(d) Upon Closing, Buyer shall deliver the Instructions to Sequiam?s transfer agent, and Sequiam?s transfer agent shall issue to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of receipt of the Instructions (the ?Certificate?). The Certificate shall contain the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that from the period beginning on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note in the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005.
(e) Upon Closing, Buyer shall be entitled to possession of all Assets, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum as set forth above and if such default is not cured within thirty (30) days of the due date for such payments of interest or principal, the entire principal sum and accrued interest shall at once become due and payable without notice at the option of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the Corporation.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with ▇▇. ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, commencing at 10:00 a.m., local time, on (i) April 1, 2021 or with any key staff member is (ii) if later, the first Business Day of a calendar month beginning at least two Business Days following the day on which all of the conditions set forth in Article 6 have been satisfied or waived by the Parties entitled to the benefits thereto (other than conditions which relate to actions to be taken at the Closing, but subject to the satisfaction or applicable waiver of no further force such conditions at the Closing), or at such other date, time and effect place as Acquiror and that the buyer will undertake not Company shall mutually agree in writing (the date on which the Closing actually takes place being referred to employ these staff members for a period of two years following herein as the termination“Closing Date”).
(hb) Buyer At the Closing, Member shall not be entitled (or shall cause the Company or its other Affiliates to, as applicable) deliver to sell any Acquiror (or to Affiliates of Acquiror designated by Acquiror):
(i) the Transition Services Agreement, duly executed by an authorized officer of each of Parent and the Company;
(ii) the Stockholder Agreement, duly executed by an authorized officer of Member;
(iii) the MSA, duly executed by an authorized officer of Lennar Homes LLC;
(iv) the Initial Tax Equity Fund Documents, duly executed by an authorized officer of Parent (or a wholly owned Affiliate designated by Parent);
(v) the Exclusivity Agreement, duly executed by an authorized officer of Lennar Homes, LLC;
(vi) a duly executed certificate complying with the provisions of Section 1445 of the assets acquired under Code to the effect that Member (or, if Member is a disregarded entity for purposes of Section 1445 of the Code, its regarded owner) is not a “foreign person” within the meaning of Section 1445 of the Code, including if permitted by applicable Law, an IRS Form W-9; and
(vii) such other agreements, documents and instruments as are required to be executed and delivered by Member or the Company at or prior to the Closing pursuant to Section 6.2 or as are otherwise reasonably required in connection with the Merger or the other transactions contemplated by this agreement until Agreement.
(c) At the entire purchase price has Closing, Acquiror shall (or shall cause Merger Sub to, as applicable) deliver to Member:
(i) evidence that the shares of Acquiror Common Stock constituting the Closing Date Merger Consideration have been paid issued in the name of Member or into a securities account designated by Member;
(ii) the Transition Services Agreement, duly executed by an authorized officer of Acquiror;
(iii) the Stockholder Agreement, duly executed by an authorized officer of Acquiror;
(iv) the MSA, duly executed by an authorized officer of the Surviving Entity or Acquiror OpCo;
(v) the Initial Tax Equity Fund Documents, duly executed by an authorized officer of Acquiror (or a wholly owned Affiliate designated by Acquiror);
(vi) the Exclusivity Agreement, duly executed by an authorized officer of the Surviving Entity or Acquiror OpCo; and
(vii) each other Ancillary Agreement to seller which Acquiror is a party, duly executed by an authorized officer of Acquiror, and such other agreements, documents and instruments as are required to be executed and delivered by Acquiror at or prior to the Note satisfied Closing pursuant to Section 6.3 or as are otherwise reasonably required in fullconnection with the Merger or the other transactions contemplated by this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Sunnova Energy International Inc.)
Closing. The purchase and sale closing of the Assets and the consummation of the other transactions contemplated by this Agreement shall be closed (paragraph 3 will take place on the ?Closing?) as soon as all of date designated by the conditions to closing set forth in Sections 7 and 8 can be reasonably satisfied, but in no event beyond February 28, 2005 (the "Closing Date"). If all of the conditions to closing set forth in Sections 7 and 8 below have not been satisfied or waived on or before the Closing Date, then either Buyer or Seller may terminate this Agreement by written notice to the other party, whereupon neither party shall have any obligation to consummate the transactions contemplated herein. The Closing Date may be extended by agreement of the parties. The Closing shall be consummated electronically and telephonically.
(a) At the Closing, Seller shall deliver or cause to be delivered to Buyer the following:
(i) documents reasonably acceptable to Buyer evidencing that Seller has the necessary corporate authority to enter into this Agreement and consummate the transactions contemplated herein, including without limitation, resolutions or minutes of the meeting of each of the Directors and Shareholders of Seller approving this Agreement;
(ii) an original assignment Investors in the form of attached Exhibit ?A? (Repurchase Notice or the ?Assignment?), duly executed by Seller;
(iii) an original ▇▇▇▇ of sale in the form of attached Exhibit ?B? (the ?▇▇▇▇ of Sale?), duly executed by Seller;
(iv) the original and all copies of the Documents, the Patent Application and the Trademark Application if applicable;
(v) the originals and all copies of the Contracts identified on Schedule 1.1(e), shall be attached to the Assignment; and
(vi) an executed non-disclosure agreement and assignment of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing Date.
(b) At the Closing, Buyer shall deliver or cause to be delivered to Seller irrevocable instructions (the ?Instructions?) to Sequiam?s transfer agent, duly executed on behalf of Sequiam, authorizing and instructing the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to Seller, in accordance with Section 2(d) below.
(c) All payments, documents, and instruments to be delivered on the Closing Date pursuant to this Agreement shall be regarded as having been delivered simultaneously, and no document or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived by the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) below.
(d) Upon Closing, Buyer shall deliver the Instructions to Sequiam?s transfer agent, and Sequiam?s transfer agent shall issue to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of receipt of the Instructions (the ?Certificate?). The Certificate shall contain the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933Supplemental Repurchase Notice, as amended (the "ACT")case may be, or the securities laws of any state, and may which date will not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that from the period beginning on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note in the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005.
(e) Upon Closing, Buyer shall be entitled to possession of all Assets, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum as set forth above and if such default is not cured within thirty (30) days of the due date for such payments of interest or principal, the entire principal sum and accrued interest shall at once become due and payable without notice at the option of the holder of this Note. Maker shall have more than forty-five (45) days after the delivery of such notice. The Investors and/or the Company, as the case may be, will pay for the Executive Stock to cure a default. If payment is not made within the curative period then all right, title and interest be purchased pursuant to the collateral will revert Repurchase Option by delivery of, in the case of each Investor, a check payable to the holder of such Executive Stock, and in the Note case of the Company by delivery of one or more checks, one or more promissory notes and/or a combination of checks and notes as follows: (i) if the Repurchase Option is being exercised as a result of a termination of employment by the Company for Cause or as a result of the Executive’s participation in any Competitive Activity during the Noncompete Period, the Company may use checks, notes or any combination of checks and notes as determined in the Company’s sole discretion: (ii) if the Repurchase Option is being exercised as a result of Executive’s resignation without Good Reason, the Company shall pay for the Executive Stock with checks, notes or any combination of checks and notes as determined in its sole discretion, (iii) if the Repurchase Option is being exercised as a result of a termination of employment by the Company without Cause or by Executive for Good Reason, the Company shall pay for Option Shares with checks and shall pay for all other Executive Stock with checks, unless, in the good faith determination of the Board, the Company lacks sufficient available cash to pay for such purchase and to provide sufficient funding for its business and operations, in which case the Company shall pay for such other Executive Stock with notes; (iv) if the Repurchase Option is being exercised as a result of the death or Disability of Executive, the Company shall pay for the Option Shares with checks. Any checks issued pursuant to this paragraph 3(e) shall be certified or cashiers’ checks. Any notes issued by the Company pursuant to this paragraph 3(e) shall be payable in three equal annual installments beginning on the first anniversary of the closing of such purchase, shall bear interest at a rate per annum equal to the rate charged by the Company’s primary working capital lender and shall be subject to any restrictive covenants to which the Company is subject at the time of such purchase; provided that the principal of and all payments made under interest accrued on such notes will be due and payable in full on the Note are then forfeited. In earlier to occur of (i) the event closing of default and a return Sale of the collateralCompany and (ii) a redemption of, buyers warrants that it will discontinue use or dividend on, the Company’s equity securities (other than a repurchase of equity securities in connection with the termination of employment of any software employee or other Intellectual Property that consultant). Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Executive Stock by the Company will be subject to applicable restrictions contained in the Michigan Business Corporation Act and in the Company’s and its Subsidiaries’ debt and equity financing agreements. If any such restrictions prohibit the repurchase of Executive Stock hereunder which the Company is a part of this agreementotherwise entitled to make, the Company may make such repurchases as soon as it is permitted to do so under such restrictions. FurthermoreThe Company and/or the Investors, Any unpaid balance as the case may be, will receive customary representations and warranties from each seller regarding the sale of the purchase priceExecutive Stock, whether due or notincluding, shall immediately become repayable together with any interest thereon if but not limited to, the Purchaser is placed in liquidation or under judicial management, whether provisional or final representation that such seller has good and whether compulsory or voluntary, or an effective special resolution is passed for marketable title to the deregistration of the Corporation.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ or with any key staff member is Executive Stock to be transferred free and clear of no further force all liens, claims and effect and that the buyer will undertake not to employ these staff members for a period of two years following the terminationother encumbrances.
(h) Buyer shall not be entitled to sell any of the assets acquired under this agreement until the entire purchase price has been paid to seller and the Note satisfied in full.
Appears in 1 contract
Closing. The purchase and sale of the Assets and the consummation of the other transactions contemplated by this Agreement shall be closed (the ?Closing?) as soon as all of the conditions to closing set forth in Sections 7 and 8 can be reasonably satisfied, but in no event beyond February 28, 2005 (the "Closing Date"). If all of the conditions to closing set forth in Sections 7 and 8 below have not been satisfied or waived on or before the Closing Date, then either Buyer or Seller may terminate this Agreement by written notice to the other party, whereupon neither party shall have any obligation to consummate the transactions contemplated herein. The Closing Date may be extended by agreement of the parties. The Closing shall be consummated electronically and telephonically.
(a) At The sale and purchase of the Shares and the Assets shall take place at a closing (the “Closing, Seller shall deliver or cause ”) to be delivered to Buyer held at the following:
(i) documents reasonably acceptable to Buyer evidencing that Seller has the necessary corporate authority to enter into this Agreement and consummate the transactions contemplated hereinoffices of ▇▇▇▇▇▇, including without limitation, resolutions or minutes of the meeting of each of the Directors and Shareholders of Seller approving this Agreement;
(ii) an original assignment in the form of attached Exhibit ?A? (the ?Assignment?), duly executed by Seller;
(iii) an original ▇▇▇▇ of sale in the form of attached Exhibit ?B? (the ?& ▇▇▇▇▇▇▇▇ of Sale?)LLP, duly executed by Seller;
(iv) the original and all copies of the Documents, the Patent Application and the Trademark Application if applicable;
(v) the originals and all copies of the Contracts identified on Schedule 1.1(e), shall be attached to the Assignment; and
(vi) an executed non-disclosure agreement and assignment of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing Date.
(b) At the Closing, Buyer shall deliver or cause to be delivered to Seller irrevocable instructions (the ?Instructions?) to Sequiam?s transfer agent, duly executed on behalf of Sequiam, authorizing and instructing the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to Seller, in accordance with Section 2(d) below.
(c) All payments, documents, and instruments to be delivered on the Closing Date pursuant to this Agreement shall be regarded as having been delivered simultaneously, and no document or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived by the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) below.
(d) Upon Closing, Buyer shall deliver the Instructions to Sequiam?s transfer agent, and Sequiam?s transfer agent shall issue to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of receipt of the Instructions (the ?Certificate?). The Certificate shall contain the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that from the period beginning on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note in the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005.
(e) Upon Closing, Buyer shall be entitled to possession of all Assets, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum as set forth above and if such default is not cured within thirty (30) days of the due date for such payments of interest or principal, the entire principal sum and accrued interest shall at once become due and payable without notice at the option of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the Corporation.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with ▇▇. ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇, at 10:00 a.m., Pacific time, on the third Business Day following the satisfaction or, to the extent permitted by applicable Law, waiver of all conditions to the obligations of the parties set forth in Article VII (other than such conditions as may, by their terms, only be satisfied at the Closing or on the Closing Date, but subject to the satisfaction of such conditions at the Closing), or at such other place or at such other time or on such other date as the Seller and the Buyer mutually may agree in writing, provided, that, the Closing shall not occur prior to the earlier of (x) the date after the completion of the distribution, pursuant to the actions taken by Seller as set forth on Schedule 5.17(i), of the maximum amount of Cash at VC Sweden and Pricerunner distributable with regard to the 2013 Distributable Amount to Seller or any key staff member is of its Affiliates (other than any members of the Transferred Group) and (y) January 15, 2014; provided, further, that, the Buyer shall, in its sole discretion, upon four Business Days' written notice to be the Seller, have the right to extend the Closing Date for one or more periods of no further force and effect and 20 Business Days (the "Extension Period") to the extent that the buyer will undertake Seller has not completed the distribution referenced in clause (x), with the Closing to employ these staff members for a period occur on the earlier of two years following (A) the termination.
date during the applicable Extension Period specified by Buyer on not less than four Business Days written notice to Seller and (hB) Buyer shall the last day of the applicable Extension Period, subject, in each case, on such day or date to the satisfaction or, to the extent permitted by applicable Law, waiver of all conditions to the obligations of the parties set forth in Article VII (other than such conditions as may, by their terms, only be satisfied at the Closing or on the Closing Date, but subject to the satisfaction of such conditions at the Closing); provided, further, that the Closing Date may not be entitled extended past the Termination Date and to sell any the extent the Buyer determines to extend the Closing Date during the period that is within 20 Business Days of the assets acquired under this agreement until Termination Date, then the entire purchase price has been paid Closing Date shall be extended to seller and the Note satisfied in fullTermination Date. The day on which the Closing takes place is referred to as the “Closing Date.”
Appears in 1 contract
Sources: Stock and Asset Purchase Agreement (Conversant, Inc.)
Closing. 11.1 The purchase and sale completion of the Assets and the consummation of the other transactions contemplated by under this Agreement shall be closed (the ?“Closing?” or, if used in the past tense, “Closed”) as soon as all at the offices of the conditions to closing set forth in Sections 7 and 8 can be reasonably satisfied▇▇▇▇▇▇▇▇, but in no event beyond February 28, 2005 at 11:00 a.m.(Vancouver Time) (the "“Time of Closing”), on the date which is the fifth business day following the satisfaction or waiver of all conditions precedent as set out in Section 7, or such other time or day as the parties may agree upon (the “Closing Date"”). If all of In the conditions to closing set forth in Sections 7 and 8 below event that the transactions contemplated under this Agreement have not been satisfied or waived closed on or before the Closing Drop Dead Date, then either Buyer any one or Seller more of NEL, YDY or the YDY Shareholders may terminate this Agreement by written notice in writing to the other party, whereupon neither party shall have any obligation parties to consummate the transactions contemplated herein. The Closing Date may be extended by agreement of the parties. The Closing this Agreement and this Agreement shall be consummated electronically of no further force and telephonicallyeffect.
11.2 At the Time of Closing on the Closing Date, YDY and the YDY Shareholders shall deliver to NEL the following Closing documents:
(a) At certified true copies of any corporate authorizations which are necessary in order to authorize and approve this Agreement, YDY’s and the ClosingYDY Shareholders’ execution and delivery hereof and all of the transactions of YDY contemplated hereunder, Seller which authorization shall deliver or cause to be delivered to Buyer the followinginclude specific reference to:
(i) documents reasonably acceptable the sale and transfer of all beneficial ownership in and to Buyer evidencing that Seller has the necessary corporate authority YDY Shares from the YDY Shareholders to enter into this Agreement and consummate the transactions contemplated herein, including without limitation, resolutions or minutes of the meeting of each of the Directors and Shareholders of Seller approving NEL as provided for in this Agreement;
(ii) an original assignment in the form transfer of attached Exhibit ?A? (all legal title of the ?Assignment?), duly executed by Seller;YDY Shares from the YDY Shareholders to NEL or their designated nominees; and
(iii) an original ▇▇▇▇ of sale in the form of attached Exhibit ?B? (the ?▇▇▇▇ of Sale?)evidence satisfactory to NEL, duly executed by Seller;
(iv) the original and all copies acting reasonably, of the Documents, the Patent Application and the Trademark Application if applicable;
(v) the originals and all copies cancellation or endorsement for transfer of the Contracts identified on Schedule 1.1(e)certificates, shall be attached to documents and agreements providing for and representing the Assignment; and
(vi) an executed non-disclosure agreement and assignment of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing Date.outstanding YDY Shares;
(b) At notices addressed to each of the Closing, Buyer shall deliver or cause to be delivered to Seller irrevocable instructions (the ?Instructions?) to Sequiam?s transfer agent, duly executed on behalf of Sequiam, authorizing and instructing YDY Shareholders confirming the transfer agent of the YDY Shares to issue Two Hundred Fifty Thousand (250,000) shares NEL pursuant to the terms of common stock of Sequiam to Seller, in accordance with Section 2(d) below.this Agreement;
(c) All payments, documents, and instruments to be delivered on duly executed copies of the Closing Date pursuant to this Escrow Agreement shall be regarded signed by all Principals (as having been delivered simultaneously, and no document or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on that term is defined in the Closing Date have been delivered or delivery thereof shall have been waived by policies of the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (dExchange) below.of resulting issuer;
(d) Upon Closing, Buyer shall deliver the Instructions to Sequiam?s transfer agent, and Sequiam?s transfer agent shall issue to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of receipt duly executed copies of the Instructions Voluntary Pooling Agreement signed by all YDY Shareholders;
(the ?Certificate?). The Certificate shall contain the following legend: The securities represented by this e) a certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), or the securities laws an officer of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to YDY certifying that (i) an effective registration statement under the ACT all of YDY’s representations and any applicable state laws, or valid exception theretowarranties are true as of Closing, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that from the period beginning on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note in the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005.
(e) Upon Closing, Buyer shall be entitled to possession of all Assets, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum as set forth above and if such default is not cured within thirty (30) days of the due date for such payments of interest or principalYDY’s covenants have been performed, the entire principal sum and accrued interest shall at once become due and payable without notice at the option of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the Corporation.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ or with any key staff member is to be of no further force and effect and that the buyer will undertake not to employ these staff members for a period of two years following the termination.
(h) Buyer shall not be entitled to sell any of the assets acquired under this agreement until the entire purchase price has been paid to seller and the Note satisfied in full.and
Appears in 1 contract
Sources: Share Exchange Agreement
Closing. The purchase and sale of the Assets and the consummation of the other transactions contemplated by this Agreement shall be closed (the ?Closing?) as soon as all of the conditions to closing set forth in Sections 7 and 8 can be reasonably satisfied, but in no event beyond February 28, 2005 (the "Closing Date"). If all of the conditions to closing set forth in Sections 7 and 8 below have not been satisfied or waived on or before the Closing Date, then either Buyer or Seller may terminate this Agreement by written notice to the other party, whereupon neither party shall have any obligation to consummate the transactions contemplated herein. The Closing Date may be extended by agreement of the parties. The Closing herein shall be consummated electronically and telephonically.
at a settlement (a“Closing”) At which shall take place on the Closing, date (the “Closing Date”) which is fifteen (15) days after the date upon which Seller shall deliver or cause to be delivered to Buyer the following:
has received: (i) documents reasonably acceptable if Purchaser has elected to Buyer evidencing that Seller has assume the necessary corporate authority to enter into this Agreement and consummate Existing Indebtedness, notice from Lender hereunder, which is also the transactions contemplated herein, including without limitation, resolutions or minutes of the meeting of each of the Directors and Shareholders of Seller approving this Agreement;
(ii) an original assignment in the form of attached Exhibit ?A? (the ?Assignment?), duly executed by Seller;
(iii) an original mortgage lender for ▇▇▇▇ of sale in the form of attached Exhibit ?B? (the ?▇▇▇▇ of Sale?), duly executed by Seller;
(iv) the original and all copies of the Documents, the Patent Application and the Trademark Application if applicable;
(v) the originals and all copies of the Contracts identified on Schedule 1.1(e), shall be attached to the Assignment; and
(vi) an executed non-disclosure agreement and assignment of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing Date.
(b) At the Closing, Buyer shall deliver or cause to be delivered to Seller irrevocable instructions (the ?Instructions?) to Sequiam?s transfer agent, duly executed on behalf of Sequiam, authorizing and instructing the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to Seller, in accordance with Section 2(d) below.
(c) All payments, documents, and instruments to be delivered on the Closing Date pursuant to this Agreement shall be regarded as having been delivered simultaneously, and no document or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived by the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) below.
(d) Upon Closing, Buyer shall deliver the Instructions to Sequiam?s transfer agent, and Sequiam?s transfer agent shall issue to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of receipt of the Instructions (the ?Certificate?). The Certificate shall contain the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that from the period beginning on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note in the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005.
(e) Upon Closing, Buyer shall be entitled to possession of all Assets, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum as set forth above and if such default is not cured within thirty (30) days of the due date for such payments of interest or principal, the entire principal sum and accrued interest shall at once become due and payable without notice at the option of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the Corporation.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with ▇▇. ▇▇▇▇▇▇ Commerce Center II, that Lender has approved, and is ready to close on, the assumption by Purchaser and/or Related Purchasers of both the Existing Indebtedness and the indebtedness to Lender secured by ▇▇▇▇▇▇▇▇ Commerce Center II, and (ii) notice from the LaSalle Bank National Association, a national banking association, or with any key staff member assigns, mortgage lender for ▇▇▇▇▇▇▇▇ Commerce Center III and ▇▇▇▇▇▇▇▇ Commerce Center IV, that such lender has approved, and is ready to be of no further force and effect and that close on, the buyer will undertake not to employ these staff members for a period of two years following the termination.
(h) Buyer shall not be entitled to sell any assumption by Purchaser and/or Related Purchasers of the assets acquired under this agreement until indebtedness secured by ▇▇▇▇▇▇▇▇ Commerce Center III and ▇▇▇▇▇▇▇▇ Commerce Center IV (and such lender having agreed to release the entire purchase price has been paid property known as ▇▇▇▇▇▇▇▇ Station from the cross-default and cross-collateralization provisions of the loan documentation evidencing and/or securing such indebtedness without any expense to seller and or consideration from Purchaser). In no event, however, shall the Note satisfied Closing occur later than November 30, 2006 (the “Closing Deadline”). If the Closing Date is not a Business Day, the Closing shall occur on the next day which is a Business Day thereafter. The Closing shall be performed in fullescrow through the Escrow Agent. The Closing shall take place during normal business hours on the Closing Date at the offices of the Escrow Agent or at such other location as the parties may mutually agree.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Columbia Equity Trust, Inc.)
Closing. (a) The purchase and sale closing of the Assets and the consummation of the other transactions contemplated by this Agreement shall be closed (the ?“Closing?”) as soon as all shall take place at the offices of the conditions to closing set forth in Sections 7 and 8 can be reasonably satisfied, but in no event beyond February 28, 2005 (the "Closing Date"). If all of the conditions to closing set forth in Sections 7 and 8 below have not been satisfied or waived on or before the Closing Date, then either Buyer or Seller may terminate this Agreement by written notice to the other party, whereupon neither party shall have any obligation to consummate the transactions contemplated herein. The Closing Date may be extended by agreement of the parties. The Closing shall be consummated electronically and telephonically.
(a) At the Closing, Seller shall deliver or cause to be delivered to Buyer the following:
(i) documents reasonably acceptable to Buyer evidencing that Seller has the necessary corporate authority to enter into this Agreement and consummate the transactions contemplated herein, including without limitation, resolutions or minutes of the meeting of each of the Directors and Shareholders of Seller approving this Agreement;
(ii) an original assignment in the form of attached Exhibit ?A? (the ?Assignment?), duly executed by Seller;
(iii) an original L▇▇▇▇▇ of sale in the form of attached Exhibit ?B? (the ?& W▇▇▇▇▇▇ of Sale?)LLP, duly executed by Seller;
(iv) the original and all copies of the Documents, the Patent Application and the Trademark Application if applicable;
(v) the originals and all copies of the Contracts identified on Schedule 1.1(e), shall be attached to the Assignment; and
(vi) an executed non-disclosure agreement and assignment of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing Date.
(b) At the Closing, Buyer shall deliver or cause to be delivered to Seller irrevocable instructions (the ?Instructions?) to Sequiam?s transfer agent, duly executed on behalf of Sequiam, authorizing and instructing the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to Seller, in accordance with Section 2(d) below.
(c) All payments, documents, and instruments to be delivered on the Closing Date pursuant to this Agreement shall be regarded as having been delivered simultaneously, and no document or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived by the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) below.
(d) Upon Closing, Buyer shall deliver the Instructions to Sequiam?s transfer agent, and Sequiam?s transfer agent shall issue to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of receipt of the Instructions (the ?Certificate?). The Certificate shall contain the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that from the period beginning on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note in the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005.
(e) Upon Closing, Buyer shall be entitled to possession of all Assets, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum as set forth above and if such default is not cured within thirty (30) days of the due date for such payments of interest or principal, the entire principal sum and accrued interest shall at once become due and payable without notice at the option of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the Corporation.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with 8▇▇. ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, at 10:00 a.m., New York City time (but effective as of 11:59 p.m. New York City time), on May 16, 2005 unless the conditions set forth in Articles VI and VII hereof shall not have been satisfied or with any key staff member duly waived in which case the Closing shall occur on the next business day following such satisfaction or waiver; or if Seller and Buyer mutually agree on a different date, the date upon which they have mutually agreed. The date on which the Closing occurs and the transactions contemplated hereby become effective is referred to be of no further force and effect and that herein as the buyer will undertake not to employ these staff members for a period of two years following the termination“Closing Date”.
(hb) At the Closing, Seller shall deliver the following to Buyer:
(i) stock certificates representing all issued and outstanding Shares and associated stock transfer powers endorsed in blank;
(ii) transitional services agreements in the forms attached hereto as Exhibits A-▇, ▇-▇, ▇-▇ and A-4 executed by UTC (collectively, the “Transitional Services Agreements”);
(iii) guaranties in the forms attached as Exhibit B-1 and B-2 hereto executed by UTC;
(iv) an amendment, in the form attached as Exhibit E hereto (the “Wauwatosa Amendment”) and executed by Seller and the Company, of the Lease Agreement, dated as of March 23, 2005, between Seller and the Company (the “Wauwatosa Lease”); and
(v) the certificate described in the final sentence of Section 6.1(b), and each other document required to be delivered by Seller on or prior to the Closing Date pursuant to this Agreement or otherwise required from Seller in connection herewith.
(c) At the Closing, the Company shall deliver the following to Buyer:
(i) the certificate described in the final sentence of Section 6.1(a), the certificate described in Section 5.8(e), and each other document required to be delivered by the Company on or prior to the Closing Date pursuant to this Agreement or otherwise required from the Company in connection herewith;
(ii) the resignations of the members of the Company Board (as defined in Section 2.1 hereof) and each of its Subsidiaries (as defined in Section 2.3 hereof), except to the extent that Buyer shall not be entitled has requested that any such member(s) continue to sell serve in such capacity(ies) after Closing; and
(iii) the stock books, stock ledgers, minute books and corporate seal of the Company; provided that any of the assets acquired under foregoing items shall be deemed to have been delivered pursuant to this agreement until the entire purchase price Section 1.2(c)(iii) if such item has been paid delivered to seller or is otherwise located at the Company or any offices of the Company or its Subsidiaries.
(d) At the Closing, Buyer:
(i) shall deliver to Seller the Purchase Price by wire transfer of immediately available funds to the bank account designated by Seller prior to the Closing; and
(ii) shall deliver to Seller the certificate described in the final sentence of Section 7.1, the Transitional Services Agreements executed by Buyer, and each other document required to be delivered by Buyer on or prior to the Note satisfied Closing Date pursuant to this Agreement or otherwise required from Buyer in fullconnection herewith.
Appears in 1 contract
Closing. The purchase and sale date of closing of the Assets and the consummation of the other transactions contemplated by this Agreement shall be closed (the ?Closing?) as soon as all of the conditions to closing set forth in Sections 7 and 8 can be reasonably satisfied, but in no event beyond February 28, 2005 hereby (the "Closing Date"). If all of the conditions to closing set forth in Sections 7 and 8 below have not been satisfied or waived on or before the Closing Date, then either Buyer or Seller may terminate this Agreement by written notice to the other party, whereupon neither party shall have any obligation to consummate the transactions contemplated herein. The Closing Date may be extended by agreement of the parties. The Closing ) shall be consummated electronically the date of full execution hereof and telephonically.
(a) At shall occur at 10:00 a.m. at the Closingoffices of McGeady Sisneros, Seller shall deliver or cause to be delivered to Buyer the following:
(i) documents reasonably acceptable to Buyer evidencing that Seller has the necessary corporate authority to enter into this Agreement and consummate the transactions contemplated hereinP.C., including without limitation, resolutions or minutes of the meeting of each of the Directors and Shareholders of Seller approving this Agreement;
(ii) an original assignment in the form of attached Exhibit ?A? (the ?Assignment?), duly executed by Seller;
(iii) an original ▇▇▇▇ of sale in the form of attached Exhibit ?B? (the ?▇▇▇▇▇▇▇▇, ▇▇▇▇▇ of Sale?), duly executed by Seller;
(iv) the original and all copies of the Documents, the Patent Application and the Trademark Application if applicable;
(v) the originals and all copies of the Contracts identified on Schedule 1.1(e), shall be attached to the Assignment; and
(vi) an executed non-disclosure agreement and assignment of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing Date.
(b) At the Closing, Buyer shall deliver or cause to be delivered to Seller irrevocable instructions (the ?Instructions?) to Sequiam?s transfer agent, duly executed on behalf of Sequiam, authorizing and instructing the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to Seller, in accordance with Section 2(d) below.
(c) All payments, documents, and instruments to be delivered on the Closing Date pursuant to this Agreement shall be regarded as having been delivered simultaneously, and no document or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived by the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) below.
(d) Upon Closing, Buyer shall deliver the Instructions to Sequiam?s transfer agent, and Sequiam?s transfer agent shall issue to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of receipt of the Instructions (the ?Certificate?). The Certificate shall contain the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that from the period beginning on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note in the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005.
(e) Upon Closing, Buyer shall be entitled to possession of all Assets, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum as set forth above and if such default is not cured within thirty (30) days of the due date for such payments of interest or principal, the entire principal sum and accrued interest shall at once become due and payable without notice at the option of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the Corporation.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with ▇▇. ▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Closing"). At the Closing, the following shall occur:
(a) Seller shall execute and deliver to Purchaser a ▇▇▇▇ of Sale, with full and general warranty of title, conveying to Purchaser the Parts and Supplies Inventory, Miscellaneous Personalty and the Data Base;
(b) Seller shall deliver to Purchaser a computer disc containing the Data Base;
(c) Purchaser, Seller and MPACS shall execute and deliver to each other triplicate originals of the Assignment Agreement;
(d) Purchaser shall deliver to Seller Two Hundred Forty Two Thousand Nine Hundred Seven Dollars and Fifty Cents ($242,907.50) in cash or with any key staff member is other immediately available funds;
(e) The parties shall execute the Escrow Agreement and Purchaser shall deliver to be Escrow Agent Thirty Thousand Dollars ($30,000) in cash or other immediately available funds;
(f) Muelot shall execute and deliver to Purchaser the Non-Compete Covenant;
(g) Seller shall deliver possession of no further force and effect and that the buyer will undertake not Acquired Assets to employ these staff members for a period of two years following the termination.Purchaser;
(h) Buyer Counsel for Seller and Muelot shall not deliver to Purchaser an Opinion of Counsel, in form and substance reasonably satisfactory to the Purchaser and its legal counsel, confirming that this Agreement and the agreements to be entitled executed in connection herewith are valid and binding under Colorado law and have been duly authorized by all necessary actions;
(i) Seller shall execute and deliver to sell any Purchaser an assignment of the assets acquired under Service Contracts in the form of EXHIBIT F, attached hereto and incorporated herein by this agreement until reference; and
(j) Each of the entire purchase price has been paid parties shall execute and/or deliver, as applicable, all documents and instruments reasonably necessary to seller and carry out the Note satisfied in fulltransactions contemplated by this Agreement.
Appears in 1 contract
Closing. The purchase issuance and sale of the Assets Purchased Securities shall occur on the closing date (the “Closing Date”), which shall be the latter of (i) the date that Subscriber funds representing the amount due to the Company from the Purchase Price of the Offering is transmitted by wire transfer or otherwise to or for the benefit of the Company; and (ii) the date the Combination has closed. The Offering period shall expire on the earlier of (i) the date upon which subscriptions for all of the Units offered hereby have been accepted; (ii) January 31, 2011, unless extended by the Company and the Placement Agent without notice to investors to a date not later than March 31, 2011; or (iii) the date upon which the Company and the Placement Agent elect to terminate the Offering. The Subscriber acknowledges and understands that this subscription is being made on an “all-or-none” basis with respect to the Minimum Offering and a “best efforts” basis with respect to the Maximum Offering. The Subscriber hereby authorizes and directs the Company and the Placement Agent to direct the Escrow Agent to return any funds for unaccepted subscriptions to the same account from which the funds were drawn, without interest. The consummation of the other transactions contemplated by this Agreement shall be closed herein (the ?“Closing?”) as soon as all shall take place at the offices of the conditions to closing set forth in Sections 7 and 8 can be reasonably satisfied, but in no event beyond February 28, 2005 (the "Closing Date"). If all of the conditions to closing set forth in Sections 7 and 8 below have not been satisfied or waived on or before the Closing Date, then either Buyer or Seller may terminate this Agreement by written notice to the other party, whereupon neither party shall have any obligation to consummate the transactions contemplated herein. The Closing Date may be extended by agreement of the parties. The Closing shall be consummated electronically and telephonically.
(a) At the Closing, Seller shall deliver or cause to be delivered to Buyer the following:
(i) documents reasonably acceptable to Buyer evidencing that Seller has the necessary corporate authority to enter into this Agreement and consummate the transactions contemplated herein, including without limitation, resolutions or minutes of the meeting of each of the Directors and Shareholders of Seller approving this Agreement;
(ii) an original assignment in the form of attached Exhibit ?A? (the ?Assignment?), duly executed by Seller;
(iii) an original ▇▇▇▇▇ of sale in the form of attached Exhibit ?B? (the ?& J▇▇▇▇▇, LLP, 1▇▇ ▇▇▇▇▇ of Sale?), duly executed by Seller;
(iv) the original and all copies of the Documents, the Patent Application and the Trademark Application if applicable;
(v) the originals and all copies of the Contracts identified on Schedule 1.1(e), shall be attached to the Assignment; and
(vi) an executed non-disclosure agreement and assignment of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing Date.
(b) At the Closing, Buyer shall deliver or cause to be delivered to Seller irrevocable instructions (the ?Instructions?) to Sequiam?s transfer agent, duly executed on behalf of Sequiam, authorizing and instructing the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to Seller, in accordance with Section 2(d) below.
(c) All payments, documents, and instruments to be delivered on the Closing Date pursuant to this Agreement shall be regarded as having been delivered simultaneously, and no document or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived by the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) below.
(d) Upon Closing, Buyer shall deliver the Instructions to Sequiam?s transfer agent, and Sequiam?s transfer agent shall issue to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of receipt of the Instructions (the ?Certificate?). The Certificate shall contain the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that from the period beginning on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note in the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005.
(e) Upon Closing, Buyer shall be entitled to possession of all Assets, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum as set forth above and if such default is not cured within thirty (30) days of the due date for such payments of interest or principal, the entire principal sum and accrued interest shall at once become due and payable without notice at the option of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the Corporation.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with ▇ ▇▇. ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ , on such date and time as the Subscribers and the Company may agree upon; provided, that all of the conditions set forth in Section 11 hereof and applicable to the Closing shall have been fulfilled or with any key staff member is to be of no further force waived in accordance herewith. The Subscriber and effect the Company acknowledge and agree that the buyer will undertake not Company may consummate the sale of additional Purchased Securities to employ these staff members for a period of two years following the termination.
(h) Buyer shall not be entitled to sell any of Subscriber, on the assets acquired under terms set forth in this agreement until the entire purchase price has been paid to seller Agreement and the Note satisfied in fullother Transaction Documents as defined herein, at more than one closing (each referred to herein as a “Closing”).
Appears in 1 contract
Closing. The purchase and sale of the Assets and the consummation of the other transactions contemplated by this Agreement shall be closed (the ?Closing?a) as soon as all of the conditions to closing set forth in Sections 7 and 8 can be reasonably satisfied, but in no event beyond February 28, 2005 (the "Closing Date"). If all of the conditions to closing set forth in Sections 7 and 8 below have not been satisfied or waived on or before the Closing Date, then either Buyer or Seller may terminate this Agreement by written notice to the other party, whereupon neither party shall have any obligation to consummate the transactions contemplated herein. The Closing Date may be extended by agreement of the parties. The Closing shall be consummated electronically and telephonically.
(a) At take place at the Closing, Seller shall deliver or cause to be delivered to Buyer the following:
(i) documents reasonably acceptable to Buyer evidencing that Seller has the necessary corporate authority to enter into this Agreement and consummate the transactions contemplated herein, including without limitation, resolutions or minutes offices of the meeting of each of the Directors and Shareholders of Seller approving this Agreement;
(ii) an original assignment in the form of attached Exhibit ?A? (the ?Assignment?), duly executed by Seller;
(iii) an original Ka▇▇ ▇▇▇▇▇▇▇ of sale in the form of attached Exhibit ?B? (the ?▇▇▇LP, 42▇ of Sale?), duly executed by Seller;
(iv) the original and all copies of the Documents, the Patent Application and the Trademark Application if applicable;
(v) the originals and all copies of the Contracts identified on Schedule 1.1(e), shall be attached to the Assignment; and
(vi) an executed non-disclosure agreement and assignment of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing Date.
(b) At the Closing, Buyer shall deliver or cause to be delivered to Seller irrevocable instructions (the ?Instructions?) to Sequiam?s transfer agent, duly executed on behalf of Sequiam, authorizing and instructing the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to Seller, in accordance with Section 2(d) below.
(c) All payments, documents, and instruments to be delivered on the Closing Date pursuant to this Agreement shall be regarded as having been delivered simultaneously, and no document or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived by the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) below.
(d) Upon Closing, Buyer shall deliver the Instructions to Sequiam?s transfer agent, and Sequiam?s transfer agent shall issue to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of receipt of the Instructions (the ?Certificate?). The Certificate shall contain the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that from the period beginning on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note in the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005.
(e) Upon Closing, Buyer shall be entitled to possession of all Assets, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum as set forth above and if such default is not cured within thirty (30) days of the due date for such payments of interest or principal, the entire principal sum and accrued interest shall at once become due and payable without notice at the option of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the Corporation.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ or with any key staff member is ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, New York City time, on the last calendar day of the month in which the last of the conditions set forth in Article VI (other than those conditions that by their nature are to be satisfied at the Closing but subject to the fulfillment or waiver of no further force those conditions) have been satisfied or waived, or at such other time and effect and place as the parties hereto may mutually agree; provided, however, that the buyer Closing shall be deemed effective as of the end of the calendar day on which it occurs. The date on which the Closing occurs is called the “Closing Date”. All proceedings to be taken and all documents to be executed and delivered by all parties at the Closing will undertake not be deemed to employ these staff members for a period of two years following the terminationhave been taken and executed simultaneously, and no proceeding will be deemed to have been taken nor documents executed or delivered until all have been taken, executed and delivered.
(hb) In the event that the last calendar day of the month in which the last condition set forth in Article VI is satisfied is not a Business Day, the parties shall, subject to the agreement of the financing parties providing the Debt Financing, (i) enter into a mutually agreeable escrow agreement to document, inter alia, the arrangements set forth in this paragraph, (ii) in the case of Buyer, enter into related arrangements to provide for (A) the funding into escrow of the Equity Financing on the last Business Day prior to the Closing, (B) the delivery at the Closing of an irrevocable commitment of the financing parties to provide the Debt Financing for the purpose of financing the payment of the Initial Purchase Price and (C) the release to Seller of the Initial Purchase Price on the first Business Day following the Closing and (iii) in the case of Seller, enter into related arrangements to provide for the funding into escrow of the $20,000,000 payment by Seller required by the third sentence of Section 5.5(p)(iii) on the last Business Day prior to the Closing and the release to Buyer of such $20,000,000 payment on the first Business Day following the Closing. Such escrow arrangements will provide (1) for the payment to Buyer of any interest on the amount of the Equity Financing accruing with respect to the period from the inception of the escrow until, and including, the Closing Date, (2) for the payment to Seller of any interest on the amount of the Equity Financing accruing with respect to the period from but excluding the Closing Date until the release of the escrow, (3) for the payment to Seller of any interest on the $20,000,000 payment by Seller accruing with respect to the period from the inception of the escrow until, and including, the Closing Date and (4) for the payment to Buyer of any interest on the $20,000,000 payment by Seller accruing with respect to the period from but excluding the Closing Date until the release of the escrow. On the first Business Day following the Closing Date, Buyer shall not pay (or cause to be entitled paid) to sell any Seller (on behalf of itself and its Affiliates) an amount in cash equal to (i) an amount equal to the Initial Purchase Price, less the amount of the assets acquired under this agreement until Equity Financing, multiplied by (ii) the entire purchase price has been paid to seller number of days between the Closing Date and the Note satisfied in fullrelease of the escrow, divided by (iii) 365, multiplied by (iv) the AA Rate.
Appears in 1 contract
Closing. The purchase and sale of Save Section 4.2 above, the Assets and transaction set forth in the consummation of the other transactions contemplated by this Agreement shall be closed consummated within ten (10) Business Days after the ?Closing?) as soon as all of the conditions to closing set forth in Sections 7 and 8 can be reasonably satisfied, but in no event beyond February 28, 2005 (the "Closing Date"). If all of the conditions to closing set forth in Sections 7 and 8 below have not been satisfied or waived date on or before which the Closing DateConditions have been fulfilled or waived, provided, however, (i) that if such tenth Business Day falls within the last five (5) Business Days of a month, then such transaction shall be consummated on the last Business Day of such month, and (ii) that in either Buyer case on such date all Closing Conditions have been and continue to be fulfilled or Seller waived. Notwithstanding the foregoing, the Parties may terminate this Agreement by written notice to the other party, whereupon neither party shall have any obligation to consummate the transactions contemplated herein. The Closing Date may be extended by agreement of transaction on such other date as mutually agreed upon the partiesParties. The Closing shall be consummated electronically and telephonically.
take at the offices of Lovells, K▇▇▇-▇▇▇▇▇▇▇▇▇-Ring 5, 80539 Munich, or at such other location as mutually agreed upon by the Parties, where the following events (athe “Closing Events” which in their entirety shall constitute the “Closing”) At shall take place in the Closing, Seller shall deliver or cause to be delivered to Buyer the followingfollowing order:
(i) documents reasonably acceptable to Buyer evidencing that Seller has the necessary corporate authority to enter into this Agreement and consummate the transactions contemplated herein, including without limitation, resolutions or minutes Purchaser shall pay on account of the meeting of each of respective Consolidated Entity the Directors and Shareholders of Seller approving this AgreementCompany Debt Obligations under the Credit Facilities as set forth in Section 4.5(v);
(ii) an original assignment Purchaser shall pay Seller 1 Closing Payment to Seller 1 as set forth in the form of attached Exhibit ?A? Section 4.5 (the ?Assignment?i), duly executed by Seller;
(iii) an original ▇▇▇▇ of sale Purchaser shall pay Seller 2 Closing Payment to Seller 2 as set forth in the form of attached Exhibit ?B? Section 4.5 (the ?▇▇▇▇ of Sale?ii), duly executed by Seller;
(iv) the original and all copies of the Documents, the Patent Application and the Trademark Application if applicablePurchaser shall pay Seller 3 Closing Payment to Seller 3 as set forth in Section 4.5 (iii);
(v) Purchaser shall pay the originals and all copies of the Contracts identified on Schedule 1.1(e), shall be attached Escrow Amount to the Assignment; andEscrow Agent as set forth in Section 4.5 (iv);
(vi) Purchaser shall pay on account of the respective Consolidated Entity the Transaction Expenses as set forth in Section 4.5 (vi).
(vii) Purchaser shall pay on an account designated by the Company the SAR Expenses as set forth in Section 4.5 (vii).
(viii) Sellers’ Agent shall deliver a duly signed and executed nonPay-disclosure agreement Off Notice and assignment such other documents, if any, as may be reasonably required by Purchaser in order to demonstrate that all Liens under the Credit Facilities will be released as of inventions the Closing.
(ix) Sellers’ Agent shall deliver written confirmations from all beneficiaries under the Company’s Stock Appreciation Program substantially in the form attached hereto as Exhibit 6.2 (ix) (“SAR Confirmation Letters”) .
(x) Sellers’ Agent shall deliver legally binding resignation letters pursuant to which the Directors and Officers listed in Exhibit 6.2 (x) have declared the resignation from their office with effect as of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing Date.
(bxi) At the Closing, Buyer shall deliver or cause to be delivered to Seller irrevocable instructions Sellers’ Agent (the ?Instructions?) to Sequiam?s transfer agent, duly executed acting on behalf of Sequiam, authorizing Sellers) and instructing the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to Seller, in accordance with Section 2(d) below.
(c) All payments, documents, and instruments to be delivered on Purchaser have executed the Closing Date pursuant to this Agreement shall be regarded as having been delivered simultaneously, and no document or instrument shall be regarded as having been delivered until Memorandum confirming (i) that all documents and instruments to be delivered on the Closing Date Conditions have been delivered fulfilled or delivery thereof shall have been duly waived by the party Party entitled to whom declare such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) below.
(d) Upon Closing, Buyer shall deliver the Instructions to Sequiam?s transfer agent, and Sequiam?s transfer agent shall issue to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of receipt of the Instructions (the ?Certificate?). The Certificate shall contain the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT and any applicable state laws, or valid exception theretowaiver, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), all Closing Events have taken place and (iii) an opinion Closing of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144transaction has taken place. In the event that from the period beginning The date on the which all Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It Events have taken place shall be a condition precedent to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note in the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005“Closing Date”.
(e) Upon Closing, Buyer shall be entitled to possession of all Assets, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum as set forth above and if such default is not cured within thirty (30) days of the due date for such payments of interest or principal, the entire principal sum and accrued interest shall at once become due and payable without notice at the option of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the Corporation.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ or with any key staff member is to be of no further force and effect and that the buyer will undertake not to employ these staff members for a period of two years following the termination.
(h) Buyer shall not be entitled to sell any of the assets acquired under this agreement until the entire purchase price has been paid to seller and the Note satisfied in full.
Appears in 1 contract
Sources: Share Purchase Agreement (Parametric Technology Corp)
Closing. (a) The purchase and sale obligations of ▇▇▇▇▇▇▇▇▇.▇▇▇ to consummate the transactions contemplated by this Agreement shall, at its option, be subject to the satisfaction at or EXHIBIT 10.105 (CONTINUED) prior to March 15, 1999, of the Assets following conditions: (i) there shall have been no material breach by Trimark of any its obligations hereunder and Trimark's representations and warranties shall be true and correct in all material respects as though made on the Closing Date; (ii) Trimark shall have qualified the Trimark Stock for listing on the principal exchange or trading system on which shares of Holdings Common Stock are listed or quoted; (iii) Trimark shall have secured all third party consents required for consummation of the transactions contemplated hereby; (iv) ▇▇▇▇▇▇▇▇▇.▇▇▇'s board of directors shall have approved this Agreement and the consummation of the other transactions contemplated hereby.
(b) The obligations of Trimark to consummate the transactions contemplated by this Agreement shall shall, at its option, be closed (subject to the ?Closing?) as soon as all satisfaction at or prior to March 15, 1999, of the conditions to closing set forth in Sections 7 and 8 can be reasonably satisfied, but in no event beyond February 28, 2005 (the "Closing Date"). If all of the conditions to closing set forth in Sections 7 and 8 below have not been satisfied or waived on or before the Closing Date, then either Buyer or Seller may terminate this Agreement by written notice to the other party, whereupon neither party shall have any obligation to consummate the transactions contemplated herein. The Closing Date may be extended by agreement of the parties. The Closing shall be consummated electronically and telephonically.
(a) At the Closing, Seller shall deliver or cause to be delivered to Buyer the following:
following conditions: (i) documents reasonably acceptable to Buyer evidencing that Seller has the necessary corporate authority to enter into this Agreement and consummate the transactions contemplated herein, including without limitation, resolutions or minutes of the meeting of each of the Directors and Shareholders of Seller approving this Agreement;
(ii) an original assignment in the form of attached Exhibit ?A? (the ?Assignment?), duly executed there shall have been no material breach by Seller;
(iii) an original ▇▇▇▇▇▇▇▇▇.▇▇▇ of sale in the form of attached Exhibit ?B? (the ?any its obligations hereunder and ▇▇▇▇▇▇▇▇▇.▇▇▇'s representations and warranties shall be true and correct in all material respects as though made on the Closing Date; (ii) ▇▇▇▇▇▇▇▇▇.▇▇▇ shall have qualified the ▇▇▇▇▇▇▇▇▇.▇▇▇ Stock for quotation on the Nasdaq National Market; (iii) ▇▇▇▇▇▇▇▇▇.▇▇▇ shall have secured all third party consents required for consummation of Sale?), duly executed by Seller;
the transactions contemplated hereby; (iv) Trimark's board of directors shall have approved this Agreement and the original and all copies consummation of the Documents, the Patent Application and the Trademark Application if applicable;
(v) the originals and all copies of the Contracts identified on Schedule 1.1(e), shall be attached to the Assignment; and
(vi) an executed non-disclosure agreement and assignment of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing Date.
(b) At the Closing, Buyer shall deliver or cause to be delivered to Seller irrevocable instructions (the ?Instructions?) to Sequiam?s transfer agent, duly executed on behalf of Sequiam, authorizing and instructing the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to Seller, in accordance with Section 2(d) belowtransactions contemplated hereby.
(c) All payments, documents, and instruments The parties hereto agree to be delivered on use their reasonable best efforts to cause the Closing Date pursuant to this Agreement shall be regarded as having been delivered simultaneously, and no document or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived by the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) below.
(d) Upon Closing, Buyer shall deliver the Instructions to Sequiam?s transfer agent, and Sequiam?s transfer agent shall issue to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of receipt satisfaction of the Instructions (the ?Certificate?). The Certificate shall contain the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933conditions set forth herein as soon as reasonably practicable and in any event prior to March 15, as amended (the "ACT"), or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 1441999. In the event that from a party learns that any such condition will not be able to be satisfied prior to March 15, 1999, or at all, such party will promptly notify the period beginning on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securitiesother parties hereto. It shall be a condition precedent to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification The closing of the common stock with respect to transactions contemplated hereby shall occur two business days after the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating satisfaction or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale waiver of satisfaction of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note in the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005.
(e) Upon Closing, Buyer shall be entitled to possession of all Assets, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum as conditions set forth above and if such default is not cured within thirty (30) days above. The date of the due date for such payments of interest or principal, closing is referred to herein as the entire principal sum and accrued interest shall at once become due and payable without notice at the option of the holder of this Note. Maker shall have forty-five (45) days "Closing Date." The parties agree to cure a default. If payment is not made within the curative period then all right, title and interest to the collateral will revert to the holder of the Note solicit board approval and all payments made under the Note are then forfeitedother necessary consents by no later than February 28, 1999. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the Corporation.
EXHIBIT 10.105 (gCONTINUED) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ or with any key staff member is to be of no further force and effect and that the buyer will undertake not to employ these staff members for a period of two years following the termination.
[PAGE INTENTIONALLY LEFT BLANK] EXHIBIT 10.105 (h) Buyer shall not be entitled to sell any of the assets acquired under this agreement until the entire purchase price has been paid to seller and the Note satisfied in full.CONTINUED)
Appears in 1 contract
Closing. (a) The purchase and sale Closing shall take place at the offices of Sellers' outside counsel at 10:00 a.m., local time, on the Assets and the consummation of the other transactions contemplated by this Agreement shall be closed (the ?Closing?) as soon as fifth business day after all of the conditions to closing set forth the sale as provided in Sections Articles 7 and 8 can have been satisfied other than those conditions which are to be reasonably satisfiedsatisfied at the Closing, but in no event beyond February 28, 2005 contemplation of the satisfaction of such conditions (the "Closing Date"). If all ; provided, however, that (i) if the Closing shall not have occurred prior to the first anniversary of the conditions date hereof (as the same may be extended under Section 12.01(b), the "Outside Date"), this Agreement may be terminated by either Sellers or Buyer unless Section 12.01(b) applies (provided that the failure to closing set forth in Sections 7 and 8 below have not been satisfied or waived on or before achieve the Closing by the Outside Date has not proximately resulted from a material breach of this Agreement by a party seeking to terminate under this Section 12.01), and (ii) if the originally scheduled Outside Date is extended pursuant to Section 12.01(b) and the Closing shall not have occurred by the extended Outside Date, then this Agreement may be terminated by either Sellers or Buyer (provided that the failure to achieve the Closing by the extended Outside Date has not proximately resulted from a material breach of this Agreement by a party seeking to terminate under this Section 12.01).
(b) Notwithstanding the foregoing, if after the date hereof and prior to the originally scheduled Outside Date, Buyer or Seller any of its affiliates (excluding any such affiliate that is a member of the Vodafone Group) enters into any agreement whereby it would acquire PCS licenses in any market covered by the PCS Licenses and Closing does not occur by such Outside Date solely by reason of the failure to obtain a Final Order evidencing the FCC's consent to the assignment of the PCS Licenses under this Agreement, Sellers may (so long as Sellers did not breach their obligations with respect to efforts to seek the FCC consent or approval under Section 9.03), at their election, terminate this Agreement by written notice to Buyer on or prior to the originally scheduled Outside Date. If Sellers do not elect to so terminate the Agreement, Buyer may, at its election, terminate this Agreement by written notice to Sellers within two business days after the receipt of Sellers' written notice or the originally scheduled Outside Date, as applicable. If Buyer does not elect to so terminate the Agreement, the Outside Date shall be extended by six months (and for purposes of this Agreement, the Outside Date shall be the Outside Date as so extended) and, if the Closing occurs, at the Closing Buyer shall pay to Sellers in addition to the Purchase Price interest accrued on the Purchase Price from the period starting on the first anniversary of the date hereof through and including the Closing Date at an annual rate of 10%. If Buyer elects to so terminate the Agreement, Sellers shall use all reasonable commercial efforts in good faith to sell the PCS Assets (or substantially all of the PCS Assets) as expeditiously as reasonably possible to a bona fide purchaser unaffiliated to Sellers with a view to maximizing value, it being understood that the foregoing will not require the Sellers to enter into any obligations more burdensome in the aggregate than those contained in this Agreement (the "Second Transaction"), and at the consummation of such Second Transaction Buyer shall pay to Sellers, by wire transfer of immediately available funds, an amount equal to the difference, if any, between (i) the sum of $750,000,000 together with interest accrued thereon from the date this Agreement is terminated through and including the closing date of such Second Transaction at an annual rate of 10% and (ii) the purchase price paid to Sellers in such Second Transaction.
(c) If, as of the Outside Date, the Agreement is so terminated by either Sellers or Buyer under Sections 12.01(a) or (b), all parties hereto shall be released from all obligations hereunder, other partythan obligations under the second sentence of Section 5.02 (and the Confidentiality Agreement referred to therein), whereupon neither the last sentence of Section 12.01(b) and Section 13.10, and each party hereto will bear expenses as provided in Section 13.06 hereof, provided that no such termination shall have release any party from any obligation arising from a breach or default hereunder prior to such termination.
(d) At the Closing, the parties hereto shall execute and deliver all instruments and documents as shall be necessary in the reasonable opinion of counsel for the respective parties to consummate the transactions contemplated herein. The Closing Date may be extended by agreement of the parties. The Closing shall be consummated electronically and telephonically.
(a) At the Closing, Seller shall deliver or cause to be delivered to Buyer the following:
(i) documents reasonably acceptable to Buyer evidencing that Seller has the necessary corporate authority to enter into this Agreement and consummate the transactions contemplated herein, including without limitation, resolutions or minutes of the meeting of each of the Directors and Shareholders of Seller approving this Agreement;
(ii) an original assignment in the form of attached Exhibit ?A? (the ?Assignment?), duly executed by Seller;
(iii) an original ▇▇▇▇ of sale in the form of attached Exhibit ?B? (the ?▇▇▇▇ of Sale?), duly executed by Seller;
(iv) the original and all copies of the Documents, the Patent Application and the Trademark Application if applicable;
(v) the originals and all copies of the Contracts identified on Schedule 1.1(e), shall be attached to the Assignment; and
(vi) an executed non-disclosure agreement and assignment of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing Date.
(b) At the Closing, Buyer shall deliver or cause to be delivered to Seller irrevocable instructions (the ?Instructions?) to Sequiam?s transfer agent, duly executed on behalf of Sequiam, authorizing and instructing the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to Seller, in accordance with Section 2(d) below.
(c) All payments, documents, and instruments to be delivered on the Closing Date pursuant to this Agreement shall be regarded as having been delivered simultaneously, and no document or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived by the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) below.
(d) Upon Closing, Buyer shall deliver the Instructions to Sequiam?s transfer agent, and Sequiam?s transfer agent shall issue to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of receipt of the Instructions (the ?Certificate?). The Certificate shall contain the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that from the period beginning on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note in the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005.
(e) Upon Closing, Buyer shall be entitled to possession of all Assets, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum as set forth above and if such default is not cured within thirty (30) days of the due date for such payments of interest or principal, the entire principal sum and accrued interest shall at once become due and payable without notice at the option of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the Corporation.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ or with any key staff member is to be of no further force and effect and that the buyer will undertake not to employ these staff members for a period of two years following the termination.
(h) Buyer shall not be entitled to sell any of the assets acquired under this agreement until the entire purchase price has been paid to seller and the Note satisfied in full.
Appears in 1 contract
Sources: Asset Purchase Agreement (Cablevision Systems Corp /Ny)
Closing. The purchase and sale of the Assets and the consummation of the other transactions contemplated by Unless this Agreement shall be closed (have been terminated pursuant to Section 9.1, and subject to the ?Closing?) as soon as all satisfaction or waiver of the conditions to closing set forth in Sections 7 Article VII, the closing of the sale and 8 can be reasonably satisfiedpurchase of the Repurchased Shares, but in no event beyond February 28Investor Purchased Shares, 2005 Surrendered Options and Newly Issued Shares (the "Closing DateClosing"). If all ) will take place at the offices of the conditions to closing set forth in Sections 7 and 8 below have not been satisfied or waived on or before the Closing Date, then either Buyer or Seller may terminate this Agreement by written notice to the other party, whereupon neither party shall have any obligation to consummate the transactions contemplated herein. The Closing Date may be extended by agreement of the parties. The Closing shall be consummated electronically and telephonically.
(a) At the Closing, Seller shall deliver or cause to be delivered to Buyer the following:
(i) documents reasonably acceptable to Buyer evidencing that Seller has the necessary corporate authority to enter into this Agreement and consummate the transactions contemplated herein, including without limitation, resolutions or minutes of the meeting of each of the Directors and Shareholders of Seller approving this Agreement;
(ii) an original assignment in the form of attached Exhibit ?A? (the ?Assignment?), duly executed by Seller;
(iii) an original Debevoise & ▇▇▇▇ of sale in the form of attached Exhibit ?B? (the ?▇▇▇▇ of Sale?), duly executed by Seller;
(iv) the original and all copies of the Documents, the Patent Application and the Trademark Application if applicable;
(v) the originals and all copies of the Contracts identified on Schedule 1.1(e), shall be attached to the Assignment; and
(vi) an executed non-disclosure agreement and assignment of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing Date.
(b) At the Closing, Buyer shall deliver or cause to be delivered to Seller irrevocable instructions (the ?Instructions?) to Sequiam?s transfer agent, duly executed on behalf of Sequiam, authorizing and instructing the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to Seller, in accordance with Section 2(d) below.
(c) All payments, documents, and instruments to be delivered on the Closing Date pursuant to this Agreement shall be regarded as having been delivered simultaneously, and no document or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived by the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) below.
(d) Upon Closing, Buyer shall deliver the Instructions to Sequiam?s transfer agent, and Sequiam?s transfer agent shall issue to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of receipt of the Instructions (the ?Certificate?). The Certificate shall contain the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that from the period beginning on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note in the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005.
(e) Upon Closing, Buyer shall be entitled to possession of all Assets, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum as set forth above and if such default is not cured within thirty (30) days of the due date for such payments of interest or principal, the entire principal sum and accrued interest shall at once become due and payable without notice at the option of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the Corporation.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with ▇▇. , ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, at 10:00 a.m. on the date that is 74 days after the date of this Agreement, or with any key staff member is such later date as may be agreed pursuant to Section 9.1(b), but in no event earlier than the second Business Day following the date on which the last of the conditions to be of no further force and effect and that fulfilled or waived set forth in Article VII shall be fulfilled or waived in accordance with this Agreement, or such other time as the buyer will undertake not to employ these staff members for a period of two years following parties hereto may agree in writing (the termination."Closing Date"). At the Closing:
(ha) Buyer each Non-Management Participating Securityholder will deliver to the Company, free and clear of all Liens, certificates representing all of the Repurchased Shares set forth opposite such Securityholder's name in Part A of Schedule 1.1, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, and bearing or accompanied by all requisite stock transfer stamps;
(b) each Management Participating Securityholder will deliver to the Investor, free and clear of all Liens, certificates representing all of the Investor Purchased Shares set forth opposite such Securityholder's name in Part B of Schedule 1.1, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, and bearing or accompanied by all requisite stock transfer stamps;
(c) the Investor will pay:
(i) to the Company the Purchase Price for Newly Issued Shares by wire transfer of immediately available funds to such account as shall not be designated in writing by the Company to the Investor at least two Business Days prior to the Closing Date; and
(ii) to the Custodian the Aggregate Purchase Price for Investor Purchased Shares by wire transfer of immediately available funds to such account as shall be designated in writing by the Custodian to the Investor at least two Business Days prior to the Closing Date, and such payment to the Custodian shall constitute payment in full to each Management Participating Securityholder of such Securityholder's Purchase Price for Investor Purchased Shares;
(d) the Company will:
(i) deliver to the Investor certificates representing all of the Newly Issued Shares, registered in the name of the Investor (or its nominee), all of which Newly Issued Shares will have been duly authorized and validly issued and, upon payment as provided in clause (c)(i) above, will be fully paid and nonassessable;
(ii) pay to the Custodian the Aggregate Purchase Price for Repurchased Shares (excluding CBS' Purchase Price for Repurchased Shares) by wire transfer of immediately available funds to such account as shall be designated in writing by the Custodian to the Company at least two Business Days prior to the Closing Date, and such payment to the Custodian shall constitute payment in full to each Non-Management Participating Securityholder (other than CBS) of such Securityholder's Purchase Price for Repurchased Shares;
(iii) pay to CBS CBS' Purchase Price for Repurchased Shares and CBS' Option Cancellation Amount by wire transfer of immediately available funds to such account as shall be designated in writing by CBS to the Company in writing at least two Business Days prior to the Closing Date; and
(iv) pay to each Non-Management Option Holder (other than CBS) and each Management Option Holder an amount equal to such Option Holder's Option Cancellation Amount. Upon consummation of the Closing, (1) all Options held by CBS shall be cancelled and terminated and (2) all other Options that are Surrendered Options shall, pursuant to the terms of the related Management Stock Option Agreement and Stock Option Plan, be cancelled and terminated. All payments made pursuant to this Section 1.6 shall be made net of applicable Employment and Withholding Taxes and any such withheld amounts shall be deemed to have been received by the person entitled to sell payment pursuant to this Section 1.6. Each Option Holder holding any Surrendered Options shall execute and deliver such agreements, receipts or acknowledgments as the Company may reasonably request to confirm cancellation of the assets acquired under this agreement until the entire purchase price has been paid such Option Holder's Surrendered Options (including, but not limited to, an appropriate amendment to seller and the Note satisfied in fullany applicable Management Stock Option Agreement).
Appears in 1 contract
Sources: Recapitalization Agreement (Wesco Distribution Inc)
Closing. (a) The purchase and sale of the Assets and the consummation of the other transactions contemplated by this Agreement shall be closed (the ?“Closing?”) as soon as all shall take place at the offices of the conditions to closing set forth in Sections 7 and 8 can be reasonably satisfied, but in no event beyond February 28, 2005 (the "Closing Date"). If all of the conditions to closing set forth in Sections 7 and 8 below have not been satisfied or waived on or before the Closing Date, then either Buyer or Seller may terminate this Agreement by written notice to the other party, whereupon neither party shall have any obligation to consummate the transactions contemplated herein. The Closing Date may be extended by agreement of the parties. The Closing shall be consummated electronically and telephonically.
(a) At the Closing, Seller shall deliver or cause to be delivered to Buyer the following:
(i) documents reasonably acceptable to Buyer evidencing that Seller has the necessary corporate authority to enter into this Agreement and consummate the transactions contemplated herein, including without limitation, resolutions or minutes of the meeting of each of the Directors and Shareholders of Seller approving this Agreement;
(ii) an original assignment in the form of attached Exhibit ?A? (the ?Assignment?), duly executed by Seller;
(iii) an original ▇▇▇▇▇▇▇▇ of sale in the form of attached Exhibit ?B? (the ?& ▇▇▇▇▇ of Sale?), duly executed by Seller;
(iv) the original and all copies of the Documents, the Patent Application and the Trademark Application if applicable;
(v) the originals and all copies of the Contracts identified on Schedule 1.1(e), shall be attached to the Assignment; and
(vi) an executed non-disclosure agreement and assignment of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller LLP located at any time during the thirty (30) days prior to the Closing Date.
(b) At the Closing, Buyer shall deliver or cause to be delivered to Seller irrevocable instructions (the ?Instructions?) to Sequiam?s transfer agent, duly executed on behalf of Sequiam, authorizing and instructing the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to Seller, in accordance with Section 2(d) below.
(c) All payments, documents, and instruments to be delivered on the Closing Date pursuant to this Agreement shall be regarded as having been delivered simultaneously, and no document or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived by the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) below.
(d) Upon Closing, Buyer shall deliver the Instructions to Sequiam?s transfer agent, and Sequiam?s transfer agent shall issue to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of receipt of the Instructions (the ?Certificate?). The Certificate shall contain the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that from the period beginning on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note in the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005.
(e) Upon Closing, Buyer shall be entitled to possession of all Assets, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum as set forth above and if such default is not cured within thirty (30) days of the due date for such payments of interest or principal, the entire principal sum and accrued interest shall at once become due and payable without notice at the option of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the Corporation.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with ▇▇. ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ or with any key staff member is remotely via the electronic exchange and release of documents and signature pages at 10:00 a.m. local time on a date to be specified by the parties, which shall be no later than the third (3rd) Business Day after the satisfaction or waiver of the last of the conditions set forth in Article 8 to be satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing), or at such other time, date and location as the parties hereto agree in writing; provided, that, unless Parent otherwise directs in writing (and then only if the conditions set forth in Section 8.01 and Section 8.03 have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing)), in no further force event will the Closing occur prior to January 31, 2014, however, if the Historical Company Group Financials have not been prepared by January 31, 2014, then in no event will the Closing occur prior to February 15, 2014 unless Parent otherwise directs in writing (and effect then only if the conditions set forth in Section 8.01 and Section 8.03 have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the buyer will undertake not Closing)). The date on which the Closing actually takes place is referred to employ these staff members for a period in this Agreement as the “Closing Date.”
(b) Simultaneously with the Closing, Parent shall pay, or cause to be repaid, on behalf of two years following the terminationCompany Group, the Indebtedness by wire transfer of immediately available funds to the accounts designated by the holders of such Indebtedness, which designated accounts, and the wire instructions therefor, shall be provided to Parent no later than three (3) Business Days prior to the Closing Date (the “Closing Repaid Indebtedness”).
(hc) Buyer Simultaneously with the Closing, Parent shall not pay, or cause to be entitled to sell any paid, on behalf of the assets acquired under this agreement until Company Group, the entire purchase price has been paid Transaction Expenses by wire transfer of immediately available funds to seller the accounts designated by the Company, which designated accounts, and the Note satisfied wire instructions therefor, shall be provided to Parent no later than three (3) Business Days prior to the Closing Date.
(d) Simultaneously with the Closing, Parent shall pay, or cause to be paid, on behalf of the Company Group, the Indigo Payable by wire transfer of immediately available funds to the account designated by the Company, which designated account, and the wire instructions therefor, shall be provided to Parent no later than three (3) Business Days prior to the Closing Date.
(e) Simultaneously with the Closing, Parent shall pay to the Paying Agent, to the account designated in fullwriting by the Paying Agent pursuant to Section 2.08(b), by wire transfer of immediately available funds an amount equal to the Class B Redemption Consideration plus the Merger Consideration (less the Holdback Amount), pursuant to Section 2.08; provided, that, the Stockholder Representative (and/or Paying Agent) and Parent may mutually agree to pay all or a portion of the Class B Redemption Consideration and/or Merger Consideration to multiple accounts as directed by the Paying Agent.
(f) Simultaneously with the Closing, Parent shall withhold an amount equal to $5,000,000 less the amount of any Remediation Expenses incurred by any Company Group Member in satisfaction of a third party claim incurred prior to the Closing Date (the “Holdback Amount”) from the Class B/C Merger Consideration for the purpose of recovering amounts owed with respect to the Special Indemnification Matters under Section 10.03(b)(iii)(A)(2) hereof. The Holdback Amount will be held and released in accordance with the terms of this Agreement, and such portion thereof which is payable to the Stockholders shall be distributed to the Stockholders as set forth in the Merger Consideration Schedule.
Appears in 1 contract
Sources: Merger Agreement (NCR Corp)
Closing. The purchase and sale of the Assets and the consummation of the other transactions contemplated by this Agreement shall be closed Shares (the ?"Closing?") as soon as all of the conditions to closing set forth in Sections 7 ------- ------- shall take place at a mutually agreeable place and 8 can be reasonably satisfied, but in no event beyond February 28, 2005 time on a date (the "Closing ------- Date"). If all ) specified in a notice (the "Closing Notice") given by Seller to the ---- ▇▇▇▇▇▇ Group, which date shall not be sooner than five business days nor later than ten business days after the date of the conditions giving of such notice. Seller agrees to closing set forth in Sections 7 and 8 below have not been satisfied or waived on or before give the Closing DateNotice not later than two business days after receipt by Seller of either certificates representing the Shares or confirmation of the crediting of the Shares to its brokerage account, then in either Buyer or Seller may terminate this Agreement case following the distribution (the "Airways Distribution") by written notice WorldCorp, Inc. and WorldCorp -------------------- Acquisition Corporation (collectively, the "Debtors") of the shares of Common ------- Stock owned by the Debtors pursuant to the other party, whereupon neither party shall have any obligation to consummate the transactions contemplated herein. The Closing Date may be extended by agreement First Amended Joint Liquidating Plan of Reorganization of the partiesDebtors which was confirmed by the United States Bankruptcy Court for the District of Delaware by Order of the Court dated May 23, 2000. The Closing shall be consummated electronically and telephonically.
(a) At the Closing, Seller shall deliver or cause to be delivered to Buyer the following:
(i) documents reasonably acceptable deliver to Buyer evidencing that Seller has the necessary corporate authority to enter into this Agreement and consummate the transactions contemplated herein, including without limitation, resolutions or minutes members of the meeting of each of the Directors and Shareholders of Seller approving this Agreement;
(ii) an original assignment in the form of attached Exhibit ?A? (the ?Assignment?), duly executed by Seller;
(iii) an original ▇▇▇▇ of sale in the form of attached Exhibit ?B? (the ?▇▇▇▇ of Sale?), duly executed by Seller;
(iv) the original and all copies of the Documents, the Patent Application and the Trademark Application if applicable;
(v) the originals and all copies of the Contracts identified on Schedule 1.1(e), shall be attached to the Assignment; and
(vi) an executed non-disclosure agreement and assignment of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing Date.
(b) At the Closing, Buyer shall deliver or cause to be delivered to Seller irrevocable instructions (the ?Instructions?) to Sequiam?s transfer agent, duly executed on behalf of Sequiam, authorizing and instructing the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to Seller, in accordance with Section 2(d) below.
(c) All payments, documents, and instruments to be delivered on the Closing Date pursuant to this Agreement shall be regarded as having been delivered simultaneously, and no document or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived by the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) below.
(d) Upon Closing, Buyer shall deliver the Instructions to Sequiam?s transfer agent, and Sequiam?s transfer agent shall issue to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of receipt of the Instructions (the ?Certificate?). The Certificate shall contain the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that from the period beginning on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note in the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005.
(e) Upon Closing, Buyer shall be entitled to possession of all Assets, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum as set forth above and if such default is not cured within thirty (30) days of the due date for such payments of interest or principal, the entire principal sum and accrued interest shall at once become due and payable without notice at the option of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the Corporation.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with ▇▇. ▇▇▇▇▇▇ Group whose names appear on Schedule A hereto a certificate representing the aggregate number of Shares being purchased by such members, along with duly executed stock powers, and (ii) give irrevocable transfer instructions to Seller's broker for the electronic transfer to the respective brokerage accounts of the members of the ▇▇▇▇▇▇ or with any key staff member is to be of no further force and effect and that the buyer will undertake not to employ these staff members for a period of two years following the termination.
(h) Buyer shall not be entitled to sell any Group whose names appear on Schedule B hereto of the assets acquired under this agreement until Shares purchased by such members, in each case against Seller's receipt of the entire purchase price has been paid Purchase Price in immediately available funds by certified check or by wire transfer to seller and Seller's bank account specified in the Note satisfied in fullClosing Notice.
Appears in 1 contract
Sources: Common Stock Purchase Agreement (World Airways Inc /De/)
Closing. The purchase and sale of the Assets and the consummation of the other transactions contemplated by this Agreement shall be closed (the ?Closing?) as soon as all of the conditions to closing set forth in Sections 7 and 8 can be reasonably satisfied, but in no event beyond February 28, 2005 (the "Closing Date"). If all of the conditions to closing set forth in Sections 7 and 8 below have not been satisfied or waived on or before the Closing Date, then either Buyer or Seller may terminate this Agreement by written notice to the other party, whereupon neither party shall have any obligation to consummate the transactions contemplated herein. The Closing Date may be extended by agreement of the parties. The Closing shall be consummated electronically and telephonically.
(a) At the Closing, Seller shall deliver or cause to be delivered to Buyer the following:
(i) documents reasonably acceptable to Buyer evidencing that Seller has the necessary corporate authority to enter into this Agreement and consummate the transactions contemplated herein, including without limitation, resolutions or minutes of the meeting of each of the Directors and Shareholders of Seller approving this Agreement;
(ii) an original assignment in the form of attached Exhibit ?A? (the ?Assignment?), duly executed by Seller;
(iii) an original ▇▇▇▇ of sale in the form of attached Exhibit ?B? (the ?▇▇▇▇ of Sale?), duly executed by Seller;
(iv) the original and all copies of the Documents, the Patent Application and the Trademark Application if applicable;
(v) the originals and all copies of the Contracts identified on Schedule 1.1(e), shall be attached to the Assignment; and
(vi) an executed non-disclosure agreement and assignment of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing Date.
(b) At the Closing, Buyer shall deliver or cause to be delivered to Seller irrevocable instructions (the ?Instructions?) to Sequiam?s transfer agent, duly executed on behalf of Sequiam, authorizing and instructing the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to Seller, in accordance with Section 2(d) below.
(c) All payments, documents, and instruments to be delivered on the Closing Date pursuant to this Agreement shall be regarded as having been delivered simultaneously, and no document or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived by the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) below.
(d) Upon Closing, Buyer shall deliver the Instructions to Sequiam?s transfer agent, and Sequiam?s transfer agent shall issue to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam occur within five (5) business days of receipt of after the Instructions (conditions precedent set forth in SECTIONS 5.1 and 5.2 have been satisfied. As more particularly described below, at the ?Certificate?). The Certificate shall contain Closing the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant parties hereto will meet to (i) an effective registration statement under execute all of the ACT and any applicable state laws, or valid exception theretodocuments required to be delivered in connection with the transactions contemplated hereby (the "CLOSING DOCUMENTS"), (ii) deliver the same to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities)Escrow Agent, and (iii) an opinion take all other action required to be taken in respect of counselthe transactions contemplated hereby. The Closing will occur at the offices of the Escrow Agent. At the Closing, reasonably satisfactory to counsel the Title Company shall update the title to the issuerProperty and, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that from the period beginning on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note provided there has been no change in the amount status of $440,000 payable title as reflected in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005.
(e) Upon Closing, Buyer shall be entitled to possession of all Assets, the Title Commitment and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum as set forth above and if such default is Survey which has not cured within thirty (30) days of the due date for such payments of interest or principal, the entire principal sum and accrued interest shall at once become due and payable without notice at the option of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the Corporation.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with been waived by ▇▇. ▇▇▇▇▇▇ pursuant to SECTION 2.4(c) hereof, and Escrow Agent shall record, release and date, where appropriate, the Closing Documents in accordance with the joint instructions of Brandywine OP and ▇▇▇▇▇▇▇▇ and shall send, by wire transfer, all sums, if any, owing to Brandywine OP or with any key staff member is ▇▇▇▇▇▇▇▇ hereunder to be of no further force Brandywine OP or ▇▇▇▇▇▇▇▇, as applicable. As provided herein, the parties hereto will agree upon adjustments and effect and that the buyer will undertake not prorations to employ these staff members for a period of two years following the termination.
(h) Buyer shall certain items which cannot be entitled to sell any exactly determined at the Closing and will make the appropriate adjustments with respect thereto. Possession of the assets acquired under this agreement until Property (as the entire purchase price has been paid new Managing Partner of Tysons Partnership) shall be delivered to seller ▇▇▇▇▇▇▇▇ on the Closing Date, subject only to Permitted Title Exceptions and the Note satisfied rights of tenants under the Leases. Notwithstanding anything herein to the contrary, if the Closing Date does not occur by April 30, 2001, and the provisions of SECTION 9.3 or 9.5 are not applicable, then either party may terminate this Agreement by notice to the other party hereto, in fullwhich event neither party shall have any further obligation to the other except for the indemnities and other provisions of this Agreement which expressly survive a termination of this Agreement, and the Deposit, less the Independent Consideration, shall be promptly refunded to ▇▇▇▇▇▇▇▇.
Appears in 1 contract
Sources: Contribution Agreement (Prentiss Properties Trust/Md)
Closing. (a) The closing of the purchase and sale of the Assets Company Membership Interests, the Land Memberships Interests and the consummation of the other transactions contemplated by this Agreement hereby (the “Closing”) shall be closed (held at the ?Closing?) as soon as offices of Willkie Farr & Gallag▇▇▇ ▇▇▇, ▇▇▇ Se▇▇▇▇▇ ▇▇▇nue, N▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇ ▇▇:▇▇ ▇.▇. ▇▇▇▇▇▇n Time on the third Business Day following the satisfaction or waiver of all of the conditions to closing set forth in Sections 7 this Agreement; provided that the Closing may occur on such other date or at such other time and 8 can be reasonably satisfied, but place as the parties may mutually agree in no event beyond February 28, 2005 (writing. The date on which the "Closing actually occurs is hereinafter referred to as the “Closing Date".”
(b) At the Closing, the Company shall deliver the following to Land LLC:
(i) a seller’s affidavit duly executed by the Company in the form reasonably requested by the title insurance company selected by Seller in order for such title insurance company to issue owner’s title insurance policies, together with any endorsements to said title insurance policies as Land LLC may reasonably require with respect to the Transferred Land; but excluding indemnity instruments and subject to Permitted Liens;
(ii) such transfer Tax forms as may be required in order to effectively transfer and convey the Transferred Land to Land LLC; and
(iii) a certificate executed by the Company in the form prescribed under Treasury Regulation Section 1.1445-2(b). If all , that Seller is not a foreign person within the meaning of Section 1445(f)(3) of the conditions to closing set forth in Sections 7 and 8 below have not been satisfied or waived on or before the Closing Date, then either Buyer or Seller may terminate this Agreement by written notice to the other party, whereupon neither party shall have any obligation to consummate the transactions contemplated herein. The Closing Date may be extended by agreement of the parties. The Closing shall be consummated electronically and telephonicallyCode.
(ac) At the Closing, Seller shall deliver or cause the following to be delivered to Buyer the followingPurchaser:
(i) documents reasonably acceptable a duly executed instrument of transfer sufficient to Buyer evidencing that Seller has transfer title to the necessary corporate authority Company Membership Interests to enter into this Agreement and consummate the transactions contemplated herein, including without limitation, resolutions or minutes of the meeting of each of the Directors and Shareholders of Seller approving this AgreementPurchaser;
(ii) an original assignment a certificate dated the Closing Date confirming the matters set forth in the form Section 8.1 and Section 8.2, signed for and on behalf of attached Exhibit ?A? (the ?Assignment?), duly executed Seller by a senior executive officer of Seller;
(iii) an original ▇▇▇▇ evidence that (A) the SS/L Credit Agreement has been terminated and all amounts thereunder have been paid in full (or that the foregoing will occur upon the making of sale in the form of attached Exhibit ?B? (the ?▇▇▇▇ of Sale?payments contemplated by Section 2.1(b)), duly executed by Seller;and (B) customary arrangements have been made for the termination of all Liens granted in connection with the SS/L Credit Agreement promptly upon consummation of the Closing; and
(iv) a certificate dated as of the original Closing Date containing true, correct and complete copies of: (A) the charter (as certified by the Secretary of State of the State of Delaware) and by-laws and all copies amendments thereto (or equivalent documents) of the Documents, the Patent Application Seller and the Trademark Application if applicable;
Company, and (vB) the originals and all copies resolutions of the Contracts identified on Schedule 1.1(e)boards of directors of the Company and Seller (or the functional equivalent thereof) authorizing the execution, shall be attached delivery and performance of the Transaction Documents to the Assignment; and
(vi) an executed non-disclosure agreement and assignment of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing Datewhich it is a party.
(bd) At the Closing, Buyer Seller shall deliver or cause to be delivered to Seller irrevocable instructions (the ?Instructions?) to Sequiam?s transfer agent, MDA a duly executed on behalf instrument of Sequiamtransfer sufficient to transfer title to the Land Memberships Interests to MDA.
(e) At the Closing, authorizing and instructing Seller shall deliver the transfer agent following to issue Two Hundred Fifty Thousand the Company:
(250,000i) shares of common stock of Sequiam the Transition Services Agreement duly executed by Seller; and
(ii) the License Agreement duly executed by Seller.
(f) At the Closing, the Purchaser shall deliver to Seller, :
(i) the Purchase Price in accordance with Section 2(d2.2(b)(ii), subject to Section 2.4;
(ii) belowa certificate dated the Closing Date confirming the matters set forth in Section 9.1 and Section 9.2 signed for and on behalf of Purchaser by a senior executive officer of Purchaser;
(iii) the Substitute Letters of Credit required pursuant to Section 6.10 unless delivered concurrently to the third parties entitled to same; and
(iv) a certificate dated as of the Closing Date containing true, correct and complete copies of: (A) the charter (as certified by the Secretary of State of the State of Delaware or the relevant Governmental Agency) and by-laws and all amendments thereto (or equivalent documents) of the Purchaser Parties, and (B) resolutions of the board of directors of the Purchaser Parties (or the functional equivalent thereof) authorizing the execution, delivery and performance of the Transaction Documents to which they are parties.
(cg) All paymentsAt the Closing, documentsMDA shall deliver to Seller:
(i) the Land Note duly executed by MDA;
(ii) the Land Note LC, and instruments duly executed by the issuing bank thereof;
(iii) all other documents required to be delivered by MDA to Seller on or prior to the Closing Date pursuant to this Agreement shall be regarded as having been delivered simultaneously, and no document or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived by the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) below.
(d) Upon Closing, Buyer shall deliver the Instructions to Sequiam?s transfer agent, and Sequiam?s transfer agent shall issue to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of receipt of the Instructions (the ?Certificate?). The Certificate shall contain the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that from the period beginning on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note in the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005.
(e) Upon Closing, Buyer shall be entitled to possession of all Assets, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum as set forth above and if such default is not cured within thirty (30) days of the due date for such payments of interest or principal, the entire principal sum and accrued interest shall at once become due and payable without notice at the option of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the Corporation.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ or with any key staff member is to be of no further force and effect and that the buyer will undertake not to employ these staff members for a period of two years following the terminationAgreement.
(h) Buyer At the Closing, the Company shall not be entitled deliver to sell any of Seller:
(i) the assets acquired under this agreement until the entire purchase price has been paid to seller Transition Services Agreement and the Note satisfied in fullLicense Agreement, duly executed by the Company; and
(ii) subject to Purchaser’s compliance with Section 2.1(b), the Excess Cash Dividend, the Historical Intercompany Amount and the Intercompany Amount, each to the extent not previously paid.
Appears in 1 contract
Sources: Purchase Agreement (Loral Space & Communications Inc.)
Closing. (a) The purchase and sale closing (the "Closing") of the Assets and the consummation of the other transactions contemplated by this Agreement shall be closed (take place at the ?Closing?) as soon as all offices of the conditions to closing set forth in Sections 7 and 8 can be reasonably satisfied▇▇▇▇▇▇, but in no event beyond February 28, 2005 (the "Closing Date"). If all of the conditions to closing set forth in Sections 7 and 8 below have not been satisfied or waived on or before the Closing Date, then either Buyer or Seller may terminate this Agreement by written notice to the other party, whereupon neither party shall have any obligation to consummate the transactions contemplated herein. The Closing Date may be extended by agreement of the parties. The Closing shall be consummated electronically and telephonically.
(a) At the Closing, Seller shall deliver or cause to be delivered to Buyer the following:
(i) documents reasonably acceptable to Buyer evidencing that Seller has the necessary corporate authority to enter into this Agreement and consummate the transactions contemplated herein, including without limitation, resolutions or minutes of the meeting of each of the Directors and Shareholders of Seller approving this Agreement;
(ii) an original assignment in the form of attached Exhibit ?A? (the ?Assignment?), duly executed by Seller;
(iii) an original ▇▇▇▇ of sale in the form of attached Exhibit ?B? (the ?& ▇▇▇▇▇▇▇▇ of Sale?)LLP, duly executed by Seller;
(iv) the original and all copies of the Documents, the Patent Application and the Trademark Application if applicable;
(v) the originals and all copies of the Contracts identified on Schedule 1.1(e), shall be attached to the Assignment; and
(vi) an executed non-disclosure agreement and assignment of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing Date.
(b) At the Closing, Buyer shall deliver or cause to be delivered to Seller irrevocable instructions (the ?Instructions?) to Sequiam?s transfer agent, duly executed on behalf of Sequiam, authorizing and instructing the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to Seller, in accordance with Section 2(d) below.
(c) All payments, documents, and instruments to be delivered on the Closing Date pursuant to this Agreement shall be regarded as having been delivered simultaneously, and no document or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived by the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) below.
(d) Upon Closing, Buyer shall deliver the Instructions to Sequiam?s transfer agent, and Sequiam?s transfer agent shall issue to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of receipt of the Instructions (the ?Certificate?). The Certificate shall contain the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that from the period beginning on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note in the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005.
(e) Upon Closing, Buyer shall be entitled to possession of all Assets, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum as set forth above and if such default is not cured within thirty (30) days of the due date for such payments of interest or principal, the entire principal sum and accrued interest shall at once become due and payable without notice at the option of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the Corporation.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with ▇▇. ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or with any key staff member is to be of no further force and effect and that , on the buyer will undertake not to employ these staff members for a period of two years following date hereof (the termination"Closing Date").
(hb) At the Closing, Parent and/or Buyer shall deliver to Seller the following:
(i) by wire transfer (to a bank account designated by Seller in writing at least three (3) Business Days prior to the Closing Date), Fifteen Million Six Hundred Sixty Six Thousand Three Hundred Eighty Nine Dollars ($15,666,389) in immediately available funds; provided, however, that if ▇▇▇▇▇ and his family does not relocate to, and purchase a home in, Marin County, California, within 180 days following the Closing, then Seller shall immediately deliver to Parent by wire transfer (to a bank account designated by Parent in writing at least three (3) Business Days prior to delivery of the funds by Seller) Eight Hundred Thousand Dollars ($800,000) in immediately available funds; and
(ii) one or more stock certificates for an aggregate number of duly authorized, validly issued, fully-paid and nonassessable shares of common stock, par value $0.001 per share, of Parent ("Parent Common Stock") equal to Three Hundred Thirty Four Thousand Two Hundred and One (334,201) (the "Shares"); provided, however, a certificate representing one-third (1/3) of the Shares ("Escrowed Shares") registered in the name of Seller shall be delivered to the Escrow Agent to be held and distributed by the Escrow Agent in accordance with the Escrow Agreement. Neither Parent nor Buyer shall have any responsibility for the allocation of the Shares among the Shareholders or other equityholders of Seller. Seller shall deliver to the Escrow Agent stock powers or other assignments of interest duly executed in blank for the Escrowed Shares.
(c) Buyer shall not deliver to Seller such customary instruments of assumption as may be entitled reasonably requested by Seller to sell evidence such assumption of the Assumed Liabilities; provided, however, that no such document shall expand in any way any of Buyer's obligations to assume anything other than the assets acquired Assumed Liabilities.
(d) At the Closing, Seller shall deliver to Parent and/or Buyer:
(i) such bills of sale, certificates of title, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment of such rights as the parties and their respective counsel shall deem reasonably necessary or appropriate to vest in Buyer all of Seller's right, title and interest in, to and under the Transferred Assets;
(ii) a copy of the resolutions of the board of directors of Seller and a copy of the resolutions of the Shareholders, each authorizing the execution and delivery of this agreement until Agreement and each of the entire purchase price has been paid to seller Ancillary Agreements, and the Note satisfied consummation of the transactions contemplated hereby and thereby, both certified by the Secretary of Seller;
(iii) a copy of the resolutions of the board of directors of Seller terminating Seller's Benefit Plans, including Seller's 401(k) plan;
(iv) written releases of any and all Liens on the Transferred Assets and executed termination statements with respect to any security interests filed by any creditor of Seller pursuant to the Uniform Commercial Code;
(v) a signed opinion of counsel to Seller, dated the Closing Date, in fullsubstantially the form attached hereto as Exhibit C;
(vi) all Required Consents for the transactions contemplated by this Agreement;
(vii) an employment agreement substantially in the form attached hereto as Exhibit B executed by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (the "▇▇▇▇▇ Employment Agreement");
(viii) an employment agreement substantially in the form attached hereto as Exhibit H executed by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the "▇▇▇▇▇▇▇▇ Employment Agreement");
(ix) terminations of any agreements between any Affiliate of Seller and Seller, if requested by Parent or Buyer, at no cost;
(x) a Noncompetition and Nonsolicitation Agreement substantially in the form attached hereto as Exhibit E executed by ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇;
(xi) a fully executed Escrow Agreement substantially in the form attached hereto as Exhibit G;
(xii) Guaranties in the form attached hereto as Exhibit F executed by each of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇;
(xiii) Agreement executed by Seller and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ rescinding that certain Executive Deferred Compensation Agreement dated as of June 28, 2002 by and between Seller and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇;
(xiv) Agreement executed by Seller and ▇▇▇▇▇ rescinding that certain Executive Deferred Compensation Agreement dated as of June 28, 2002 by and between Seller and ▇▇▇▇▇;
(xv) Agreements or other documents in form reasonably satisfactory to Parent evidencing the termination of Seller's employment agreements with ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇;
(xvi) Amendment to the Living Trust; and
(xvii) Agreement with Elegant Lighting in form reasonably satisfactory to Parent.
Appears in 1 contract
Sources: Asset Purchase Agreement (Hall Kinion & Associates Inc)
Closing. The purchase and sale Subject to the satisfaction or waiver of all the Assets and the consummation of the other transactions contemplated by this Agreement shall be closed (the ?Closing?) as soon as all of the ------- conditions to closing set forth contained in Sections 7 and 8 can be reasonably satisfiedArticle VI hereof, but in no event beyond February 28the closing of the Merger (the "Closing") will take place at 10:00 a.m. on April 2, 2005 2001 (the "Closing Date"). If ; provided, however, that if all of the conditions to closing set forth contained in Sections 7 and 8 below -------- ------- Article VI hereof have not been satisfied or waived by April 2, 2001, the Closing Date shall be on such other date as agreed upon by the parties, which shall be no later than the second business day after satisfaction or waiver of the conditions set forth in Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions); provided, further, that upon written election of -------- ------- Parent delivered to the Company prior to 5:00 p.m., New York City time, on the later of (i) the day immediately before the Closing DateCompany Stockholders Meeting and (ii) the date of the satisfaction or waiver of all of the conditions (other than those conditions that by their nature are to be satisfied at the Closing, then either Buyer or Seller may terminate this Agreement by written notice but subject to the other partyfulfillment or waiver of those conditions) set forth in Article VI (in each case, whereupon neither party the "Closing Extension Notice"), the Closing shall have any obligation take place (subject to consummate the transactions contemplated hereinsatisfaction or waiver of the conditions set forth in Article VI) five days after the date of the Closing Extension Notice (unless that date would not be a business day, in which case the Closing shall take place on the first business day after the 5-day extension), unless another time or date is agreed to by the parties hereto. The Closing Date may will be extended by agreement held at the offices of the parties. The Closing shall be consummated electronically and telephonically.
(a) At the ClosingSkadden, Seller shall deliver or cause to be delivered to Buyer the following:
(i) documents reasonably acceptable to Buyer evidencing that Seller has the necessary corporate authority to enter into this Agreement and consummate the transactions contemplated hereinArps, including without limitationSlate, resolutions or minutes of the meeting of each of the Directors and Shareholders of Seller approving this Agreement;
(ii) an original assignment in the form of attached Exhibit ?A? (the ?Assignment?), duly executed by Seller;
(iii) an original ▇▇▇▇▇▇▇ of sale in the form of attached Exhibit ?B? (the ?& ▇▇▇▇ of Sale?)LLP, duly executed by Seller;
(iv) the original and all copies of the Documents, the Patent Application and the Trademark Application if applicable;
(v) the originals and all copies of the Contracts identified on Schedule 1.1(e), shall be attached to the Assignment; and
(vi) an executed non-disclosure agreement and assignment of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing Date.
(b) At the Closing, Buyer shall deliver or cause to be delivered to Seller irrevocable instructions (the ?Instructions?) to Sequiam?s transfer agent, duly executed on behalf of Sequiam, authorizing and instructing the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to Seller, in accordance with Section 2(d) below.
(c) All payments, documents, and instruments to be delivered on the Closing Date pursuant to this Agreement shall be regarded as having been delivered simultaneously, and no document or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived by the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) below.
(d) Upon Closing, Buyer shall deliver the Instructions to Sequiam?s transfer agent, and Sequiam?s transfer agent shall issue to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of receipt of the Instructions (the ?Certificate?). The Certificate shall contain the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that from the period beginning on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note in the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005.
(e) Upon Closing, Buyer shall be entitled to possession of all Assets, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum as set forth above and if such default is not cured within thirty (30) days of the due date for such payments of interest or principal, the entire principal sum and accrued interest shall at once become due and payable without notice at the option of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the Corporation.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with ▇▇. ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ or with any key staff member at such other location as is agreed to be of no further force and effect and that by the buyer will undertake not to employ these staff members for a period of two years following the terminationparties hereto.
Section 2.1 (hc)(v) Buyer shall not be entitled to sell any of the assets acquired under this agreement until Merger Agreement shall be replaced in its entirety with the entire purchase price has been paid to seller and the Note satisfied in full.following:
Appears in 1 contract
Sources: Agreement and Plan of Merger (Fairfield Communities Inc)
Closing. The closing of the sale and purchase and sale of the Assets and (“Closing Date” or “Closing”) is occurring contemporaneously with the consummation execution hereof, on June 24, 2013, but effective as of the other transactions contemplated by this Agreement shall be closed opening of business on June 25, 2013 (the ?Closing?) as soon as all of the conditions to closing set forth in Sections 7 and 8 can be reasonably satisfied, but in no event beyond February 28, 2005 (the "Closing “Effective Date"”). If Accordingly, all of the conditions to closing set forth in Sections 7 and 8 below have not been satisfied or waived business transacted on or before the Closing Date will belong to and accrue to the benefit of Sellers. All business conducted on the Effective Date, then either Buyer or Seller may terminate this Agreement by written notice June 25, 2013, will belong and accrue to the other party, whereupon neither party shall have any obligation to consummate the transactions contemplated hereinbenefit of Purchaser. The Closing Date may be extended take place by agreement exchange of documents electronically, via overnight courier, facsimile, or messenger, or at such physical location as is mutually agreeable to the parties. The Closing shall of this Agreement and the delivery of the separate ▇▇▇▇ of Sale and Assignment relating to the Locations and Sellers’ Business will be consummated electronically deemed to occur simultaneously. The transaction contemplated by this Agreement will only be valid once this Agreement, the ▇▇▇▇ of Sale and telephonically.
(a) At Assignment have been duly executed, and the ClosingAdjusted Purchase Price has been paid. On the Closing Date, Seller shall the Sellers will deliver or cause to be delivered to Buyer Purchaser the following:
(i1) documents reasonably acceptable to Buyer evidencing that Seller has the necessary corporate authority to enter into this Agreement and consummate the transactions contemplated herein, including without limitation, resolutions or minutes of the meeting of each of the Directors and Shareholders of Seller approving this Agreement;
(ii) an original assignment in the form of attached Exhibit ?A? (the ?Assignment?), duly executed by Seller;
(iii) an original A ▇▇▇▇ of sale Sale in both form and substance satisfactory to Purchaser of all the Assets executed by Sellers.
(2) Assignments in both form and substance satisfactory to Purchaser of all assignable rights to all active and inactive pawn licenses and other licenses and permits of Sellers to operate the Business at the Locations executed or facilitated by Sellers.
(3) Releases of any security interests in the form of attached Exhibit ?B? Assets (and corresponding UCC-3 Termination Notices, if any, each fully authorized by the ?secured party) held by Sellers.
(4) A Lease for the land and buildings satisfactory to Purchaser for the Location owned by ▇▇▇▇▇▇▇ of Sale?), duly executed by Seller;
(iv) the original and all copies of the Documents, the Patent Application and the Trademark Application if applicable;
(v) the originals and all copies of the Contracts identified on Schedule 1.1(e), shall be attached to the Assignment; and
(vi) an executed non-disclosure agreement and assignment of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing Date.
(b) At the Closing, Buyer shall deliver or cause to be delivered to Seller irrevocable instructions (the ?Instructions?) to Sequiam?s transfer agent, duly executed on behalf of Sequiam, authorizing and instructing the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to Seller, in accordance with Section 2(d) below.
(c) All payments, documents, and instruments to be delivered on the Closing Date pursuant to this Agreement shall be regarded as having been delivered simultaneously, and no document or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived by the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) below.
(d) Upon Closing, Buyer shall deliver the Instructions to Sequiam?s transfer agent, and Sequiam?s transfer agent shall issue to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of receipt of the Instructions (the ?Certificate?). The Certificate shall contain the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that from the period beginning on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note in the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005.
(e) Upon Closing, Buyer shall be entitled to possession of all Assets, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum as set forth above and if such default is not cured within thirty (30) days of the due date for such payments of interest or principal, the entire principal sum and accrued interest shall at once become due and payable without notice at the option of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the Corporation.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with ▇’▇▇. ▇▇▇, located at ▇▇▇▇ ▇▇▇▇▇▇▇ or with any key staff member is to be of no further force and effect and that the buyer will undertake not to employ these staff members for a period of two years following the termination▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇.
(h5) Buyer shall not be entitled to sell any of Assignments and/or consents for Leases for the assets acquired under this agreement until land and buildings for the entire purchase price has been paid to seller and 18 Locations included in Exhibit A (excluding the Note satisfied Location in full2.1(4) above).
Appears in 1 contract
Sources: Asset Purchase Agreement (First Cash Financial Services Inc)
Closing. The purchase and sale closing of the Assets and Repurchase (the consummation “Closing”) shall take place at the offices of the other transactions contemplated by this Agreement shall be closed (the ?Closing?) as soon as all of the conditions to closing set forth in Sections 7 and 8 can be reasonably satisfied, but in no event beyond February 28, 2005 (the "Closing Date"). If all of the conditions to closing set forth in Sections 7 and 8 below have not been satisfied or waived on or before the Closing Date, then either Buyer or Seller may terminate this Agreement by written notice to the other party, whereupon neither party shall have any obligation to consummate the transactions contemplated herein. The Closing Date may be extended by agreement of the parties. The Closing shall be consummated electronically and telephonically.
(a) At the Closing, Seller shall deliver or cause to be delivered to Buyer the following:
(i) documents reasonably acceptable to Buyer evidencing that Seller has the necessary corporate authority to enter into this Agreement and consummate the transactions contemplated herein, including without limitation, resolutions or minutes of the meeting of each of the Directors and Shareholders of Seller approving this Agreement;
(ii) an original assignment in the form of attached Exhibit ?A? (the ?Assignment?), duly executed by Seller;
(iii) an original Company at ▇▇▇▇ of sale in the form of attached Exhibit ?B? (the ?▇▇▇▇ of Sale?), duly executed by Seller;
(iv) the original and all copies of the Documents, the Patent Application and the Trademark Application if applicable;
(v) the originals and all copies of the Contracts identified on Schedule 1.1(e), shall be attached to the Assignment; and
(vi) an executed non-disclosure agreement and assignment of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing Date.
(b) At the Closing, Buyer shall deliver or cause to be delivered to Seller irrevocable instructions (the ?Instructions?) to Sequiam?s transfer agent, duly executed on behalf of Sequiam, authorizing and instructing the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to Seller, in accordance with Section 2(d) below.
(c) All payments, documents, and instruments to be delivered on the Closing Date pursuant to this Agreement shall be regarded as having been delivered simultaneously, and no document or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived by the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) below.
(d) Upon Closing, Buyer shall deliver the Instructions to Sequiam?s transfer agent, and Sequiam?s transfer agent shall issue to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of receipt of the Instructions (the ?Certificate?). The Certificate shall contain the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that from the period beginning on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note in the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005.
(e) Upon Closing, Buyer shall be entitled to possession of all Assets, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum as set forth above and if such default is not cured within thirty (30) days of the due date for such payments of interest or principal, the entire principal sum and accrued interest shall at once become due and payable without notice at the option of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the Corporation.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with ▇▇. , ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ at 8:00 a.m., New York City time, on May 15, 2017 or, if different, the “time of purchase” (as defined in the Underwriting Agreement) or with any key staff member is at such other time and place as the parties may mutually agree. At Closing:
(a) delivery of the Repurchase Shares shall be made, as hereby directed by the Company, to the Company, against receipt of the Repurchase Consideration (if the Selling Shareholder shall have opened an account at Deutsche Bank AG, New York Branch, prior to the Closing) or confirmation of the wiring of the Repurchase Consideration by federal funds wire transfer in a form reasonably acceptable to the Selling Shareholder (if the Selling Shareholder shall not have opened such account) to an account notified in writing to the Company and the Underwriters by the Selling Shareholder at least 48 hours prior to the Closing; and
(b) upon receipt of the Repurchase Consideration or confirmation of the wiring of the Repurchase Consideration, as applicable, as described above, the Company shall be authorized to date the instrument(s) of no further force transfer and effect all documents referred to in Section 1.2 shall be released from escrow and that the buyer will undertake not Closing shall be deemed to employ these staff members for a period of two years following the terminationhave occurred.
(hc) Buyer shall not be entitled to sell any The Company shall, as soon as practicable after Closing: (i) update the Register of Members of the assets acquired under this agreement until Company to reflect the entire purchase price has been paid to seller repurchase of the Repurchase Shares by the Company and the Note satisfied in fullholding of the Repurchase Shares by the Company as treasury shares; (ii) deliver to the Selling Shareholder a certified true copy of the Register of Members of the Company reflecting the Repurchase; and (iii) cancel the share certificates delivered by the Selling Shareholder under Section 1.2.
(d) All transactions contemplated by this Agreement and the Underwriting Agreement taking place on the date of Closing shall be deemed to take place simultaneously.
Appears in 1 contract
Sources: Share Repurchase Agreement (Melco Resorts & Entertainment LTD)
Closing. The Subject to the satisfaction or waiver of the conditions set forth in Section 5.6 of this Agreement, the closing of the purchase and sale of the Assets Securities (the “Closing” and the consummation date on which the Closing occurs, the “Closing Date”) shall occur remotely via the exchange of documents and signatures at such time as agreed to by the Company and the Investors but (i) in no event earlier than the second Business Day after the date of this Agreement and (ii) in no event later than the fifth Business Day after the date of this Agreement. At the Closing, (a) the Shares shall be issued and registered in the name of the other transactions contemplated by this Agreement shall be closed (the ?Closing?Investor, or in such nominee name(s) as soon designated by such Investor, representing the number of Shares to be purchased by the Investor at such Closing as all of the conditions to closing set forth in Sections 7 Exhibit A and 8 can be reasonably satisfied(b) the Company shall deliver to the Investor (or such Investor’s designated custodian per its delivery instructions), but or in no event beyond February 28such nominee name(s) as designated by such Investor, 2005 (the "Closing Date"). If all a Pre-Funded Warrant exercisable for a number of the conditions to closing Warrant Shares as set forth in Sections 7 Exhibit A with respect to such Investor, and 8 below have not been satisfied a Warrant exercisable for a number of Warrant Shares (or, in lieu thereof, Additional Pre-Funded Warrants) as set forth in Exhibit A with respect to such Investor, in each case against payment in full to the Company of the aggregate purchase price therefor as set forth on Exhibit A, by wire transfer to the Company of immediately available funds, at or waived on or before prior to the Closing, in accordance with wire instructions provided by the Company to the Investors no less than one Business Day prior to the Closing. On the Closing Date, then either Buyer or Seller may terminate this Agreement by written notice to the other party, whereupon neither party shall have any obligation to consummate Company will cause the transactions contemplated herein. The Closing Date may be extended by agreement of the parties. The Closing shall be consummated electronically and telephonically.
(a) At the Closing, Seller shall deliver or cause to be delivered to Buyer the following:
(i) documents reasonably acceptable to Buyer evidencing that Seller has the necessary corporate authority to enter into this Agreement and consummate the transactions contemplated herein, including without limitation, resolutions or minutes of the meeting of each of the Directors and Shareholders of Seller approving this Agreement;
(ii) an original assignment in the form of attached Exhibit ?A? (the ?Assignment?), duly executed by Seller;
(iii) an original ▇▇▇▇ of sale in the form of attached Exhibit ?B? (the ?▇▇▇▇ of Sale?), duly executed by Seller;
(iv) the original and all copies of the Documents, the Patent Application and the Trademark Application if applicable;
(v) the originals and all copies of the Contracts identified on Schedule 1.1(e), shall be attached to the Assignment; and
(vi) an executed non-disclosure agreement and assignment of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing Date.
(b) At the Closing, Buyer shall deliver or cause to be delivered to Seller irrevocable instructions (the ?Instructions?) to Sequiam?s transfer agent, duly executed on behalf of Sequiam, authorizing and instructing the transfer agent Transfer Agent to issue Two Hundred Fifty Thousand (250,000) shares the Shares in book-entry form, free and clear of common stock of Sequiam to Sellerall restrictive and other legends, except as expressly provided in accordance with Section 2(d) below.
(c) All payments, documents, and instruments to be delivered on the Closing Date pursuant to this Agreement shall be regarded as having been delivered simultaneously, and no document or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived by the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) below.
(d) Upon Closing, Buyer shall deliver the Instructions to Sequiam?s transfer agent, and Sequiam?s transfer agent shall issue to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of receipt of the Instructions (the ?Certificate?). The Certificate shall contain the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 1444.10. In the event that from the period beginning Closing has not occurred within one Business Day after the expected Closing Date, unless otherwise agreed by the Company and the Investors, the Company shall promptly (but no later than one Business Day thereafter) return the previously wired amounts to each respective Investor by wire transfer of United States dollars in immediately available funds to the account specified by each Investor, and any book entries for Securities shall be deemed cancelled; provided that, unless this Agreement has been terminated pursuant to Section 7, such return of funds shall not terminate this Agreement or relieve such Investor of its obligation to purchase, or the Company of its obligation to issue and sell, the Securities at the Closing. Notwithstanding anything to the contrary in this Agreement, if an Investor informs the Company that (a) it is an investment company registered under the Investment Company Act of 1940, as amended, (b) that it is advised by an investment adviser subject to regulation under the Investment Advisers Act of 1940, as amended, or (c) that its internal compliance policies and procedures so require it, then (1) prior to the delivery by such Investor on the Closing Date and continuing of the purchase price for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent to the obligations of Maker to take any action Shares such Investor is purchasing pursuant to this Section that the Holder shall furnish to Maker such information regarding itselfAgreement, the securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer Company shall deliver to Seller $100,000 the Investor evidence of the issuance of such Investor’s Shares from the Transfer Agent in cash together with a Promissory note in form and substance reasonably acceptable to the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005.
(e) Upon Closing, Buyer shall be entitled to possession of all AssetsInvestor, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum as set forth above and if such default is not cured within thirty (30) days electronic copies of the due date executed Pre-Funded Warrants and Warrants, (2) following receipt of such evidence, such Investor shall deliver on the Closing Date its purchase price for such payments of interest or principal, the entire principal sum and accrued interest shall at once become due and payable without notice at the option of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the CorporationSecurities.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ or with any key staff member is to be of no further force and effect and that the buyer will undertake not to employ these staff members for a period of two years following the termination.
(h) Buyer shall not be entitled to sell any of the assets acquired under this agreement until the entire purchase price has been paid to seller and the Note satisfied in full.
Appears in 1 contract
Sources: Securities Purchase Agreement (Tenax Therapeutics, Inc.)
Closing. The (a) Unless this Agreement is earlier terminated pursuant to Article IX hereof, the closing of the transactions contemplated by this Agreement, including the purchase and sale of the Flamingo Purchased Assets and the consummation of the other transactions contemplated by this Agreement shall be closed Boardwalk Purchased Assets (the ?“Closing?) as soon as all ”), shall take place on the third business day following satisfaction or waiver of the conditions to closing set forth in Sections 7 Article VIII hereof (other than those conditions to be satisfied or waived at the Closing), at 9:00 a.m., New York City time, at the offices of Skadden, Arps, Slate, M▇▇▇▇▇▇ & F▇▇▇ LLP, unless another time and 8 can be reasonably satisfied, but in no event beyond February 28, 2005 place are agreed to by the parties (the "“Closing Date"”), provided, however, in the event one or both Buyers, or, if applicable, a Third Party Operator, has not obtained all Necessary Gaming Approvals and all the other conditions set forth in Article VIII hereof have been satisfied or waived, the Closing shall take place on the fifth business day following Buyer’s receipt of the Necessary Gaming Approvals, subject to Buyers’ and Sellers’ right to terminate this Agreement pursuant to Section 9.1 hereof; provided, further, that the Closing Date shall not be after that date which is 120 days following the date hereof (the “Initial Outside Date”), unless Buyers deposit with the Escrow Agent an additional Three Million Four Hundred Thousand Dollars ($3,400,000) (which amount shall be included in the Deposit for all purposes of this Agreement), in which case, the Initial Outside Date shall be extended to the earlier of (A) five (5) business days after all Necessary Gaming Approvals have been received and (B) 30 days after the Initial Outside Date (the “First Extended Outside Date”); provided, further, that if (i) all Necessary Gaming Approvals have not been received on or before five (5) business days before the First Extended Outside Date and (ii) Buyers deposit with the Escrow Agent an additional Three Million Four Hundred Thousand Dollars ($3,400,000) (which amount shall be included in the Deposit for all purposes of this Agreement), the First Extended Outside Date shall be extended to the earlier of (A) five (5) business days after all Necessary Gaming Approvals have been received and (B) 30 days after the First Extended Outside Date (the “Second Extended Outside Date”); provided, further, that if (i) all Necessary Gaming Approvals have not been received on or before five (5) business days before the Second Extended Outside Date and (ii) Buyers deposit with the Escrow Agent an additional Three Million Four Hundred Thousand Dollars ($3,400,000) (which amount shall be included in the Deposit for all purposes of this Agreement), the Second Extended Outside Date shall be extended to the earlier of (A) five (5) business days after all Necessary Gaming Approvals have been received and (B) 30 days after the Second Extended Outside Date (the “Third Extended Outside Date”); provided, further, that if (i) all Necessary Gaming Approvals have not been received on or before five (5) Business Days before the Third Extended Outside Date and (ii) Buyers deposit with the Escrow Agent an additional Three Million Four Hundred Thousand Dollars ($3,400,000) (which amount shall be included in the Deposit for all purposes of this Agreement), the Third Extended Outside Date shall be extended to the earlier of (A) five (5) business days after all Necessary Gaming Approvals have been received and (B) 30 days after the Third Extended Outside Date (the “Fourth Extended Outside Date”); provided, further, that if (i) all Necessary Gaming Approvals have not been received on or before five (5) Business Days before the Fourth Extended Outside date and (ii) Buyers deposit with the Escrow Agent an additional Three Million Four Hundred Thousand Dollars ($3,400,000) (which amount shall be included in the Deposit for all purposes of this Agreement), the Fourth Extended Outside Date shall be extended to the earlier of (A) five (5) Business Days after all Necessary Gaming Approvals have been received and (B) 30 days after the Fourth Extended Outside Date (the “Fifth Extended Outside Date”); provided, further, that if (i) all Necessary Gaming Approvals have not been received on or before five (5) Business Days before the Fifth Extended Outside date and (ii) Buyers deposit with the Escrow Agent an additional Five Million One Hundred Thousand Dollars ($5,100,000) (which amount shall be included in the Deposit for all purposes of this Agreement), the Fifth Extended Outside Date shall be extended to the earlier of (A) five (5) Business Days after all Necessary Gaming Approvals have been received and (B) 30 days after the Fifth Extended Outside Date (the “Sixth Extended Outside Date”); provided, further, that if (i) all Necessary Gaming Approvals have not been received on or before five (5) Business Days before the Sixth Extended Outside date and (ii) Buyers deposit with the Escrow Agent an additional Five Million One Hundred Thousand Dollars ($5,100,000) (which amount shall be included in the Deposit for all purposes of this Agreement), the Sixth Extended Outside Date shall be extended to the earlier of (A) five (5) Business Days after all Necessary Gaming Approvals have been received and (B) 30 days after the Sixth Extended Outside Date (the “Seventh Extended Outside Date”); provided, further, that if (i) all Necessary Gaming Approvals have not been received on or before five (5) Business Days before the Seventh Extended Outside date and (ii) Buyers deposit with the Escrow Agent an additional Five Million One Hundred Thousand Dollars ($5,100,000) (which amount shall be included in the Deposit for all purposes of this Agreement), the Seventh Extended Outside Date shall be extended to the earlier of (A) five (5) Business Days after all Necessary Gaming Approvals have been received and (B) 30 days after the Seventh Extended Outside Date (the “Eighth Extended Outside Date”). If all of on the conditions to closing set forth in Sections 7 and 8 below Eighth Extended Outside Date, the Buyers have not been satisfied or waived on or before received all Necessary Gaming Approvals and the Closing DateBuyers have not retained a Third Party Operator in accordance with the terms of Section 7.6(a) hereof, then either Buyer or Seller may terminate this Agreement by written notice to the other party, whereupon neither party Buyers shall not have any an obligation to consummate the transactions contemplated herein. The Closing Date may be extended by agreement of hereby and Buyers or Sellers shall have the parties. The Closing shall be consummated electronically and telephonically.
(a) At right to terminate the Closing, Seller shall deliver or cause Agreement pursuant to be delivered to Buyer the following:
(i) documents reasonably acceptable to Buyer evidencing that Seller has the necessary corporate authority to enter into this Agreement and consummate the transactions contemplated herein, including without limitation, resolutions or minutes of the meeting of each of the Directors and Shareholders of Seller approving this Agreement;
(ii) an original assignment in the form of attached Exhibit ?A? (the ?Assignment?Section 9.1(b), duly executed by Seller;
(iii) an original ▇▇▇▇ of sale in the form of attached Exhibit ?B? (the ?▇▇▇▇ of Sale?), duly executed by Seller;
(iv) the original and all copies of the Documents, the Patent Application and the Trademark Application if applicable;
(v) the originals and all copies of the Contracts identified on Schedule 1.1(e), shall be attached subject to the Assignment; and
(vi) an executed non-disclosure agreement and assignment of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing Dateprovisions thereof.
(b) At Subject in all cases to the Closingterms of Section 4.1(a) above, in the event that the Buyer shall deliver or cause to be delivered to Seller irrevocable instructions (the ?Instructions?) to Sequiam?s transfer agent, duly executed on behalf of Sequiam, authorizing and instructing the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to Seller, retains a Third Party Operator in accordance with the terms of Section 2(d7.6(a) below.
(c) All payments, documentshereof, and instruments such Third Party Operator has not obtained all Necessary Gaming Approvals and all the other conditions set forth in Article VIII hereof have been satisfied or waived, the Closing shall take place on the fifth business day following such Third Party Operator’s receipt of the Necessary Gaming Approvals, subject to be delivered on Buyers’ and Sellers’ right to terminate this Agreement pursuant to Section 9.1 hereof; provided, further, that the Buyer shall have the option to extend the Closing Date pursuant to this Agreement after the Eighth Extended Outside Date if Buyers deposit with the Escrow Agent an additional Five Million One Hundred Thousand Dollars ($5,100,000) (which amount shall be regarded as having been delivered simultaneouslyincluded in the Deposit for all purposes of this Agreement), and no document or instrument in which case, the Eighth Outside Date shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived by the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) below.
(d) Upon Closing, Buyer shall deliver the Instructions to Sequiam?s transfer agent, and Sequiam?s transfer agent shall issue extended to the Seller one share certificate for Two Hundred Fifty Thousand earlier of (250,000A) shares of common stock of Sequiam within five (5) business days of receipt of after all Necessary Gaming Approvals have been received by the Instructions Third Party Operator and (B) 30 days after the Eighth Extended Outside Date (the ?Certificate?“Ninth Extended Outside Date”). The Certificate shall contain the following legend: The securities represented by this certificate ; provided, further, that if (i) all Necessary Gaming Approvals have not been registered under received by the Securities Act Third Party Operator on or before five (5) business days before the Ninth Extended Outside Date and (ii) Buyers deposit with the Escrow Agent an additional Five Million One Hundred Thousand Dollars ($5,100,000) (which amount shall be included in the Deposit for all purposes of 1933this Agreement), as amended the Ninth Extended Outside Date shall be extended to the earlier of (A) five (5) business days after all Necessary Gaming Approvals have been received by the Third Party Operator and (B) 30 days after the First Extended Outside Date (the "ACT"“Tenth Extended Outside Date”); provided, or the securities laws of any statefurther, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to that if (i) an effective registration statement under all Necessary Gaming Approvals have not been received by the ACT Third Party Operator on or before five (5) business days before the Tenth Extended Outside Date and any applicable state laws, or valid exception thereto, (ii) Buyers deposit with the Escrow Agent an additional Five Million One Hundred Thousand Dollars ($5,100,000) (which amount shall be included in the Deposit for all purposes of this Agreement), the Tenth Extended Outside Date shall be extended to the extent applicableearlier of (A) five (5) business days after all Necessary Gaming Approvals have been received and (B) 30 days after the Tenth Extended Outside Date (the “Eleventh Extended Outside Date”). If on the Eleventh Extended Outside Date, in accordance with Rule 144 under the ACT (Third Party Operator has not received all Necessary Gaming Approvals, Buyers shall not have an obligation to consummate the transactions contemplated hereby and Buyers or any similar rule under Sellers shall have the ACT relating right to terminate the Agreement pursuant to Section 9.1(b), subject to the disposition of securities), and provisions thereof.
(iiic) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the no event that from the period beginning on the Closing Date and continuing for a period of twelve shall (12x) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stockFlamingo Purchased Assets be consummated without the simultaneous consummation of the sale of the Boardwalk Purchased Assets, or (y) the sale of the Boardwalk Purchased Assets be consummated without the simultaneous consummation of the sale of the Flamingo Purchased Assets. In addition, Buyer shall deliver Notwithstanding anything to Seller $100,000 in cash together with a Promissory note the contrary in the amount foregoing, for the purpose of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1stthe Working Capital Adjustment and prorations contemplated hereby, 2005.
(e) Upon Closing, Buyer the Closing shall be entitled deemed to possession of all Assets, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum as set forth above and if such default is not cured within thirty (30) days of the due date for such payments of interest or principal, the entire principal sum and accrued interest shall at once become due and payable without notice occur at the option of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the CorporationTransfer Time.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ or with any key staff member is to be of no further force and effect and that the buyer will undertake not to employ these staff members for a period of two years following the termination.
(h) Buyer shall not be entitled to sell any of the assets acquired under this agreement until the entire purchase price has been paid to seller and the Note satisfied in full.
Appears in 1 contract
Sources: Asset Purchase Agreement (American Casino & Entertainment Properties LLC)
Closing. The purchase and sale of the Assets and the consummation of the other transactions contemplated by this Agreement shall be closed (the ?Closing?) as soon as all of the conditions to closing set forth in Sections 7 and 8 can be reasonably satisfied, but in no event beyond February 28, 2005 (the "Closing Date"). If all of the conditions to closing set forth in Sections 7 and 8 below have not been satisfied or waived on or before the Closing Date, then either Buyer or Seller may terminate this Agreement by written notice to the other party, whereupon neither party shall have any obligation to consummate the transactions contemplated herein. The Closing Date may be extended by agreement of the parties. The Closing shall be consummated electronically and telephonically.
(a) At The purchase, sale and issuance of the Closing, Seller Units shall deliver take place at one or cause more closings (each of which is referred to be delivered to Buyer the following:
(i) documents reasonably acceptable to Buyer evidencing that Seller has the necessary corporate authority to enter into in this Agreement as a “Closing” and consummate the transactions contemplated herein, including without limitation, resolutions or minutes of the meeting date of each of the Directors and Shareholders of Seller approving is referred to in this Agreement;
(ii) an original assignment in the form of attached Exhibit ?A? Agreement as a “Closing Date”). The initial Closing (the ?Assignment?“Initial Closing”) shall have a minimum total Purchase Price of not less than One Million Dollars ($1,000,000) (the “Minimum Purchase Proceeds”), duly executed by Seller;
(iii) an original . The Initial Closing shall take place at the offices of ▇▇▇▇ of sale in the form of attached Exhibit ?B? (the ?▇▇▇▇ of Sale?), duly executed by Seller;
(iv) the original and all copies of the Documents, the Patent Application and the Trademark Application if applicable;
(v) the originals and all copies of the Contracts identified on Schedule 1.1(e), shall be attached to the Assignment; and
(vi) an executed non-disclosure agreement and assignment of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing Date.
(b) At the Closing, Buyer shall deliver or cause to be delivered to Seller irrevocable instructions (the ?Instructions?) to Sequiam?s transfer agent, duly executed on behalf of Sequiam, authorizing and instructing the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to Seller, in accordance with Section 2(d) below.
(c) All payments, documents, and instruments to be delivered on the Closing Date pursuant to this Agreement shall be regarded as having been delivered simultaneously, and no document or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived by the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) below.
(d) Upon Closing, Buyer shall deliver the Instructions to Sequiam?s transfer agent, and Sequiam?s transfer agent shall issue to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of receipt of the Instructions (the ?Certificate?). The Certificate shall contain the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that from the period beginning on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note in the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005.
(e) Upon Closing, Buyer shall be entitled to possession of all Assets, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum as set forth above and if such default is not cured within thirty (30) days of the due date for such payments of interest or principal, the entire principal sum and accrued interest shall at once become due and payable without notice at the option of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the Corporation.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Suite 1000, Irvine, California 92612, or with any key staff member is to be of such other location as the parties shall mutually agree, no further force and effect and that later than the buyer will undertake not to employ these staff members for a period of two years second business day following the terminationsatisfaction or waiver of the conditions provided in Articles VIII and IX of this Agreement (“Initial Closing Date”).
(hb) Buyer If less than all of the Units are sold and issued at the Initial Closing, then, subject to the terms and conditions of this Agreement, the Company may sell and issue at one or more subsequent closings (each, a “Subsequent Closing”), within 90 days after the Initial Closing, up to the balance of the unissued Units to such persons or entities as may be approved by the Company in its sole discretion. Any such sale and issuance in a Subsequent Closing shall not be entitled on the same terms and conditions as those contained herein, and such persons or entities shall, upon execution and delivery of the relevant signature pages, become parties to, and be bound by, this Agreement and the other Transaction Documents, without the need for an amendment to sell any of the assets acquired under this agreement until Transaction Documents except to add such person’s or entity’s name to the entire purchase price has been paid appropriate exhibit to seller such Transaction Documents, and shall have the Note satisfied rights and obligations hereunder and thereunder, in fulleach case as of the date of the applicable Subsequent Closing. Each Subsequent Closing shall take place at such date, time and place as shall be approved by the Company in its sole discretion.
Appears in 1 contract
Sources: Securities Purchase Agreement (Mobivity Holdings Corp.)
Closing. The purchase and sale of the Assets and the consummation of the other transactions contemplated by (a) Unless this Agreement shall be closed have been terminated and the transactions herein contemplated shall have been abandoned pursuant to Section 9.1 hereof, the closing of the Merger (the ?“Closing?”) as soon as all shall take place at 10:00 a.m., local time, on the third Business Day following the date (the “Closing Condition Satisfaction Date”) of the satisfaction or waiver of the conditions to closing set forth in Sections 7 and 8 can Article VIII (other than those conditions that by their nature are to be reasonably satisfied, but in no event beyond February 28, 2005 (the "Closing Date"). If all of the conditions to closing set forth in Sections 7 and 8 below have not been satisfied or waived on or before the Closing Date, then either Buyer or Seller may terminate this Agreement by written notice to the other party, whereupon neither party shall have any obligation to consummate the transactions contemplated herein. The Closing Date may be extended by agreement of the parties. The Closing shall be consummated electronically and telephonically.
(a) At at the Closing, Seller shall deliver but subject to the satisfaction or cause to be delivered to Buyer the following:
(iwaiver of those conditions at such time) documents reasonably acceptable to Buyer evidencing that Seller has the necessary corporate authority to enter into this Agreement and consummate the transactions contemplated herein, including without limitation, resolutions or minutes of the meeting of each of the Directors and Shareholders of Seller approving this Agreement;
(ii) an original assignment in the form of attached Exhibit ?A? (the ?Assignment?“Closing Date”), duly executed by Seller;
(iii) an original at the offices of Hunton & ▇▇▇▇▇▇▇▇ of sale in the form of attached Exhibit ?B? (the ?LLP, ▇▇▇ ▇▇▇▇ of Sale?), duly executed by Seller;
(iv) the original and all copies of the Documents, the Patent Application and the Trademark Application if applicable;
(v) the originals and all copies of the Contracts identified on Schedule 1.1(e), shall be attached to the Assignment; and
(vi) an executed non-disclosure agreement and assignment of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing Date.
(b) At the Closing, Buyer shall deliver or cause to be delivered to Seller irrevocable instructions (the ?Instructions?) to Sequiam?s transfer agent, duly executed on behalf of Sequiam, authorizing and instructing the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to Seller, in accordance with Section 2(d) below.
(c) All payments, documents, and instruments to be delivered on the Closing Date pursuant to this Agreement shall be regarded as having been delivered simultaneously, and no document or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived by the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) below.
(d) Upon Closing, Buyer shall deliver the Instructions to Sequiam?s transfer agent, and Sequiam?s transfer agent shall issue to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of receipt of the Instructions (the ?Certificate?). The Certificate shall contain the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that from the period beginning on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note in the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005.
(e) Upon Closing, Buyer shall be entitled to possession of all Assets, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum as set forth above and if such default is not cured within thirty (30) days of the due date for such payments of interest or principal, the entire principal sum and accrued interest shall at once become due and payable without notice at the option of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the Corporation.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇, Richmond, Virginia 23219, unless another date, time or with any key staff member place is agreed to be of no further force and effect and that in writing by the buyer will undertake not to employ these staff members for a period of two years following the terminationParties.
(hb) Buyer shall not be entitled The Parent may, by giving written notice to sell any the Company at least two (2) Business Days prior to the Closing Date, delay the Closing to a date no later than the last Business Day of the assets acquired under month in which the Closing Condition Satisfaction Date occurs (a “Delayed Closing”); provided, however, that if Parent elects that the Closing shall be a Delayed Closing, then, notwithstanding anything to the contrary in this agreement until Agreement but subject to Section 8.4, the entire purchase price has conditions to Closing set forth in Section 8.2 (a) and Section 8.2(c) shall be deemed to have been paid satisfied or (to seller the extent permitted by applicable Law) waived by Parent on and as of the Delayed Closing. In the event that Parent causes a Delayed Closing as contemplated by this Section 2.2(b), all references in this Agreement to the Closing shall be deemed to be references to the Delayed Closing and the Note satisfied in fullClosing Date shall be deemed to occur on the date on which the Delayed Closing occurs.
Appears in 1 contract
Sources: Merger Agreement (KMG America CORP)
Closing. The 4.1. Subject to the terms and conditions set forth herein, the purchase and sale of the Assets Business, by means of the purchase and sale of the Quotas, the execution of the Purchase and Sale Commitment Agreement and the consummation delivery of the other transactions contemplated by this Agreement shall be closed any documents or performance of any act required or convenient for that purposes (the ?“Closing?”) as soon as all shall take place at the offices of the conditions to closing set forth in Sections 7 and 8 can be reasonably satisfied, but in no event beyond February 28, 2005 (the "Closing Date"). If all of the conditions to closing set forth in Sections 7 and 8 below have not been satisfied or waived on or before the Closing Date, then either Buyer or Seller may terminate this Agreement by written notice to the other party, whereupon neither party shall have any obligation to consummate the transactions contemplated herein. The Closing Date may be extended by agreement of the parties. The Closing shall be consummated electronically and telephonically.
(a) At the Closing, Seller shall deliver or cause to be delivered to Buyer the following:
(i) documents reasonably acceptable to Buyer evidencing that Seller has the necessary corporate authority to enter into this Agreement and consummate the transactions contemplated herein, including without limitation, resolutions or minutes of the meeting of each of the Directors and Shareholders of Seller approving this Agreement;
(ii) an original assignment in the form of attached Exhibit ?A? (the ?Assignment?), duly executed by Seller;
(iii) an original ▇▇▇▇▇▇▇▇ of sale in the form of attached Exhibit ?B? (the ?e ▇▇▇▇▇▇▇ of Sale?), duly executed by Seller;
(iv) the original and all copies of the Documents, the Patent Application and the Trademark Application if applicable;
(v) the originals and all copies of the Contracts identified on Schedule 1.1(e), shall be attached to the Assignment; and
(vi) an executed non-disclosure agreement and assignment of inventions in the form of attached Exhibit ?C? (the ?Non-Disclosure Agreement?), executed by Seller and each person that was an employee of Seller at any time during the thirty (30) days prior to the Closing Date.
(b) At the Closing, Buyer shall deliver or cause to be delivered to Seller irrevocable instructions (the ?Instructions?) to Sequiam?s transfer agent, duly executed on behalf of Sequiam, authorizing and instructing the transfer agent to issue Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam to SellerAdvogados, in accordance with Section 2(d) below.
(c) All paymentsSão Paulo, documents, and instruments to be delivered on the Closing Date pursuant to this Agreement shall be regarded as having been delivered simultaneously, and no document or instrument shall be regarded as having been delivered until all documents and instruments to be delivered on the Closing Date have been delivered or delivery thereof shall have been waived by the party to whom such delivery was to be made. The Purchase Price shall be paid to Seller only in accordance with paragraph (d) below.
(d) Upon Closing, Buyer shall deliver the Instructions to Sequiam?s transfer agent, and Sequiam?s transfer agent shall issue to the Seller one share certificate for Two Hundred Fifty Thousand (250,000) shares of common stock of Sequiam within five (5) business days of receipt of the Instructions (the ?Certificate?). The Certificate shall contain the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "ACT"), or the securities laws of any state, and may not be offered, sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to (i) an effective registration statement under the ACT and any applicable state laws, or valid exception thereto, (ii) to the extent applicable, in accordance with Rule 144 under the ACT (or any similar rule under the ACT relating to the disposition of securities), and (iii) an opinion of counsel, reasonably satisfactory to counsel to the issuer, that an exemption from registration under the ACT and applicable state law is available and such transfer is made in accordance with Rule 144. In the event that from the period beginning on the Closing Date and continuing for a period of twelve (12) months thereafter, Maker shall file a registration statement with the SEC registering the sale or resale of any of Maker's debt or equity securities. It shall be a condition precedent to the obligations of Maker to take any action pursuant to this Section that the Holder shall furnish to Maker such information regarding itself, the securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of Holder?s common stock. Maker shall bear and pay all expenses incurred in connection with any registration, filing or qualification of the common stock with respect to the registrations pursuant to the Section for the Holder, including (without limitation) all registration, filing and qualification fees, printers? and accounting fees relating or apportionable thereto, but excluding underwriting discounts and commissions relating to the sale of the common stock. In addition, Buyer shall deliver to Seller $100,000 in cash together with a Promissory note in the amount of $440,000 payable in eight (8) quarterly payments of $55,000.00 commencing July 1st, 2005.
(e) Upon Closing, Buyer shall be entitled to possession of all Assets, and Seller shall provide Buyer reasonable access to all of Seller?s facilities for a reasonable time following Closing to obtain possession of all Assets.
(f) If the undersigned defaults in paying principal sum as set forth above and if such default is not cured within thirty (30) days of the due date for such payments of interest or principal, the entire principal sum and accrued interest shall at once become due and payable without notice at the option of the holder of this Note. Maker shall have forty-five (45) days to cure a default. If payment is not made within the curative period then all right, title and interest to the collateral will revert to the holder of the Note and all payments made under the Note are then forfeited. In the event of default and a return of the collateral, buyers warrants that it will discontinue use of any software or other Intellectual Property that is a part of this agreement. Furthermore, Any unpaid balance of the purchase price, whether due or not, shall immediately become repayable together with any interest thereon if the Purchaser is placed in liquidation or under judicial management, whether provisional or final and whether compulsory or voluntary, or an effective special resolution is passed for the deregistration of the Corporation.
(g) If this agreement is terminated for any reason whatsoever, that any employment agreement signed with ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Moraes, 1201, on December 15, 2009. However, if on December 15, 2009 one or with any key staff member more of the conditions set forth in Sections 9.1 and 9.2 below is to be of no further force and effect and that not fulfilled nor waived, then the buyer will undertake not to employ these staff members for a period of two years Closing shall take place on the date which is 5 (five) Business Days following the terminationdate in which all such conditions have been fulfilled or waived, provided that if all such conditions have not been fulfilled or waived on or before June 30, 2010, this Agreement shall be deemed terminated and Section 12 shall apply, provided that either Party shall have the right to extend such deadline until a date which is on or prior to December 31, 2010. The day on which the Closing occurs shall be for purposes of this Agreement the “Closing Date”.
4.2. At the Closing:
(ha) Buyer PURCHASER shall pay to SELLER US$1,000,000,000 (one billion dollars) of the Purchase Price;
(b) SELLER and PURCHASER shall execute amendments to the Articles of Association of ARG and NEWCO1, whereby (i) SELLER will assign and transfer all of the Quotas to PURCHASER; (ii) PURCHASER will appoint new officers in replacement to those previously appointed by SELLER, who shall have delivered their resignation letters including a full release of any Liabilities; and (iii) PURCHASER will approve new charters in replacement of those in force until then;
(c) SELLER shall provide PURCHASER with the applicable certificates required for the filing of the amendments to the Articles of Association of ARG and NEWCO1 as mentioned in 4.2(b) above with the competent Board of Trade;
(d) SELLER and PURCHASER shall execute an irrevocable Purchase and Sale Commitment Agreement (the “Purchase and Sale Commitment Agreement”), whereby PURCHASER shall have all rights and irrevocable powers, at any time, to either acquire or designate a third party to acquire, for the price already paid according to Section 3.1(iii) all Newco2´s Quotas and SELLER shall sell all Newco2´s Quotas to PURCHASER or its designee; and
(e) PURCHASER and NEWCO2 shall execute a Forestry Management Agreement and a Wood Supply Agreement, in the form satisfactory to PURCHASER, provided that these agreements shall not result in any cost and/or tax effects to SELLER and/or NEWCO2, which is not adequately compensated by PURCHASER. Both contracts will be entitled to sell any of the assets acquired under this agreement priced exclusively on a direct cost basis and shall be effective until the entire purchase price has been paid NEWCO2 Quotas are transferred to seller and the Note satisfied PURCHASER or PURCHASER’s assignee as set forth in full.Section 14.10;
Appears in 1 contract
Sources: Quota Purchase and Sale Agreement (Votorantim Pulp & Paper Inc)