Purchase and Sale of Orecs Sample Clauses
Purchase and Sale of Orecs. Section 2.01.
Purchase and Sale of Orecs
Purchase and Sale of Stock Purchaser hereby agrees to purchase from the Company, and the Company hereby agrees to sell to Purchaser, an aggregate of 37,500 shares of the Common Stock of the Company (the "Stock") at $0.01 per share, for an aggregate purchase price of $375.00, payable in cash. The closing hereunder, including payment for and delivery of the Stock, shall occur at the offices of the Company immediately following the execution of this Agreement, or at such other time and place as the parties may mutually agree (the "Closing").
Purchase and Sale of the Property Subject to the terms of this Agreement, Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, the Property for the Purchase Price.
Purchase and Sale of Acquired Assets On the Closing Date but effective as of the Effective Date, each Seller shall sell, transfer, deliver, convey and assign to Purchaser, and Purchaser shall purchase, acquire, and accept from such Seller, upon the terms and conditions stated herein, all of such Seller’s right, title and interest in and to the following: (a) All hardware, third-party software licenses, documentation, third-party trademark licenses, fixtures, furniture, equipment and other assets of such Seller, in each case, which is necessary to satisfy such Seller’s obligations under the Assumed Contracts, as identified on Schedule 1.1 attached hereto (the “Transferred Resources”), to the fullest extent transferable by such Seller to Purchaser (or if not at all transferable, a mutually acceptable arrangement shall be structured as provided in Section 8.4); (b) All right, title, and interest of such Seller in and to the source code, object code, schematics, design tools, and all associated documentation for all of such Seller’s past or present software products (including but not limited to Connect CCB, Connect IXC, Access IM, Connect RTR, IPC, WPM, Marketing Dashboard, Revenue Assurance Suite, Communications Resources Manager (CRM), and EBP&P), and all of such Seller’s software tools, subroutines, and other components, whether completed or under development, all prior or unreleased versions thereof, and all tangible embodiments (and all copies, extracts, or analyses thereof) in any medium whatsoever, and all right, title, and interest of such Seller in and to its copyrights, patents, trademarks, service marks, trade dress, and any applications therefor (including U.S. patent application number 12055933), and any related Intellectual Property Rights (as defined in Section 2.2) of such Seller, and all rights under any and all contracts for the acquisition or development of any of the foregoing, including without limitation assignments to such Seller, covenants to assign inventions to such Seller (including without limitation those assignments contained in subcontractor agreements), covenants to cooperate with such Seller’s obtaining protections of intellectual property, other provisions for ownership by such Seller of a work-for-hire, any and all confidentiality and non-disclosure agreements in favor of a Seller and all agreements similar to the foregoing, in each case to the fullest extent transferable by such Seller to Purchaser (or if not at all transferable, a mutually acceptable arrangement shall be structured as provided in Section 8.4) (collectively, the “Intellectual Property”); (c) All right, title, and interest (including rights to payment for customer services which services were rendered on or following the Effective Date or for Software (as hereinafter defined) for periods on or following the Effective Date) of such Seller in and under the Assumed Contracts (as hereinafter defined) on and after the Effective Date, including any successor agreements to the Assumed Contracts which are entered into by such Seller with respect to the Business prior to the Closing Date (the “Contract Rights”); (d) Cash in an amount, when all such payments made by Sellers are aggregated, equal to Ninety Seven Thousand Three Hundred Seventy-Four Dollars and 52/100 ($97,374.52) (“Prepaid Customer Funds” and, together with the Transferred Resources, Intellectual Property, and Contract Rights, the “Acquired Assets”), which amount represents prepaid but undelivered maintenance obligations under the Assumed Contracts with Bresnan (in an amount equal to $7,760); ▇▇▇▇▇▇▇▇▇▇ (in an amount equal to $40,000); Westel (in an amount equal to $6,533); and Page One (in an amount equal to $43,081.52); (e) All receivables and rights to payment arising with respect to customer services provided on or after the Effective Date or Software for periods on or following the Effective Date relating to any Acquired Assets; (f) Copies of those books and records of such Seller directly related to the Acquired Assets, including invoices, purchase orders, and vendor and customer correspondence; and (g) All goodwill and other intangible assets associated with the foregoing; in each case wherever located, but specifically excluding those assets described in Section 1.2.
Purchase and Sale of the Assets Upon and subject to the terms and conditions of this Agreement, Seller agrees to sell, transfer, convey, assign and deliver to Buyer, and Buyer agrees to purchase from Seller, as of the Closing Date all of such Seller’s right, title, and interest in and to all of the following assets (except for the Excluded Assets), which are used or employed, in whole or in part, in the Business: (a) Owned Real Property and Leased Real Property; (b) tangible personal property (such as machinery, equipment, inventories of raw materials and supplies, manufactured and purchased parts, goods in process and finished goods, furniture, office equipment, systems, automobiles, trucks, tractors, trailers, tools, jigs, and dies), except for those used in the non-Seller portion of the Office Building listed on Schedule 2.1.1; (c) Intellectual Property; (d) leases and subleases listed on Schedule 2.1.2, and rights thereunder (the “Assumed Leases”); (e) agreements, contracts, instruments, Encumbrances, and guaranties other than the Assumed Leases listed on Schedule 2.1.3, and rights thereunder (the “Assumed Contracts”); (f) accounts, notes, and other receivables (including the approximate $982,000 income tax receivable, but excluding the Concrete Visions Receivable); (g) securities (excluding the equity securities in Seller); (h) claims, deposits, prepayments, refunds, causes of action, choses in action, rights of recovery, rights of set-off, and rights of recoupment; (i) franchises, approvals, permits (including Real Property Permits), licenses, orders, registrations, certificates, variances, and similar rights obtained from Governmental Authorities, except for those which by Law are not transferable and except for those relating to the Excluded Assets (together, the “Permits”); (j) books, records, ledgers, files, documents, correspondence, lists, customer lists, customer accounts, plats, architectural plans, drawings, and specifications, creative materials, advertising and promotional materials, studies, reports, and other printed or written materials, telephone and telefax numbers, all listings in all telephone books and directories, Seller’s webpage and web address, except for those relating to the Excluded Assets or Excluded Liabilities; (k) cash and cash equivalents, except for the Retained Seller Cash; (l) all of Seller’s accounts and customer lists relevant to all of Seller’s sites (for the avoidance of doubt, including all customers relevant to the sites covered by the SRMG Agreement and the San Man Agreement) (with all such assets, not including the Excluded Assets, referred to as the “Assets”).
Purchase and Sale of Shares Subject to the terms and conditions herein set forth, (i) the Company agrees to sell to the Underwriters that number of Firm Shares set forth opposite the name of the Company in Schedule II annexed hereto, and (ii) each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of $_____ per share, the number of Firm Shares set forth opposite the name of each Underwriter on Schedule I annexed hereto. The Selling Shareholder hereby grants to the Underwriters the right to purchase at their election in whole or in part up to 180,000 Optional Shares at the purchase price per share set forth in clause (i) in the paragraph above for the sole purpose of covering over-allotments in the sale of Firm Shares. If the option granted hereby is exercised in whole or in part, then the respective number of Optional Shares to be purchased by each of the Underwriters shall be determined by multiplying the total number of Optional Shares as to which such election shall have been exercised by the Underwriters by a fraction, the numerator of which is the maximum number of Optional Shares such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of Optional Shares that all Underwriters are entitled to purchase hereunder (with the resulting number to be adjusted by the Underwriters so as to eliminate fractional shares). Any such election to purchase Optional Shares may be exercised by written notice from the Underwriters to the Selling Shareholder, given within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by the Underwriters but in no event earlier than the First Time of Delivery or, unless the Underwriters and the Company otherwise agree, to furnish or cause to be furnished to the Underwriters the certificates, letters and opinions, and to satisfy all conditions, set forth in Section 6 hereof at the Subsequent Time of Delivery. After the Registration Statement becomes effective, the several Underwriters intend to offer the Shares to the public as set forth in the Prospectus.