Purchase by Purchaser Sample Clauses

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Purchase by Purchaser. 1 1.2. Reserved Rights.......................................................2 1.3. Excluded Assets.......................................................2 1.4.
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Purchase by Purchaser. Subject to the terms and conditions set forth herein, the Purchaser hereby agrees to purchase from the Company One Thousand (1,000) Company Shares in exchange for payment of One Hundred Million Japanese Yen ((Y)100,000,000) (the "PURCHASE CASH AMOUNT"), which Purchase Cash Amount shall be paid to the Company by wire transfer to the designated capital holding account on the specified date not later than fifteen business days of the date hereof (such date on which payment of the Purchase Cash Amount is received, the "CLOSING DATE").
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Purchase by Purchaser. The Purchasers shall have paid the Purchase Price.
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Purchase by Purchaser. The Company’s obligations to consummate the Merger shall be conditioned on the consummation of the Stock Purchase.
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Purchase by Purchaser. Vendor hereby sells to Purchaser, and Purchaser purchases from Vendor, all of Vendor's right, title and interest in and to the Phage International Shares, for a price of $1.00 per share, for a total purchase price of $150,000. Purchaser shall pay the purchase price to Vendor as follows: (i) promptly upon the execution and delivery of this Agreement by all parties, Purchaser shall pay Vendor an amount equal to 10% of the total purchase price; and (ii) Purchaser shall pay the balance of the purchase price when (a) Vendor has delivered to Phage International all documents Stock Purchase Agreement page required by the Purchase Agreement and any stock certificates, stock powers, incumbency certificates, and other documents required by Phage International or its transfer agent in order to conclude the transactions contemplated by this Agreement and (b) the transfer agent has confirmed that it is prepared to issue a certificate representing the Phage International Shares to Purchaser. In lieu of the issuance of a certificate representing the Phage International Shares to Vendor, and the subsequent assignment of that certificate to Purchaser, Vendor and Purchaser instruct Phage International to issue a certificate representing the Phage International Shares directly to Purchaser.
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Purchase by Purchaser. Subject to the terms and conditions set forth in this Agreement, other than Excluded Assets (as defined in Section 1.02 below), Purchaser agrees to purchase from the Sellers, and the Sellers agree to sell, transfer and convey to Purchaser, at the Closing (as defined below) all of the Sellers' right, title and interest in and to the Business and all the properties, assets and rights of whatever kind and description, tangible or intangible, real, personal or mixed, and wherever located, which are used or held for use in, related to, or associated with, directly or indirectly (in whole or in part), the Sellers' operation of the Business, including, without limitation, all of Sellers' good will with respect to the Business, and all of the following assets (collectively, the "Purchased Assets"): (a) All leases of real property occupied by the Sellers in connection with the Business as specified on Schedule 1.01(a) (collectively, the "Real Property Leases"); (b) All office supplies used in connection with the Business; (c) All machinery, equipment (including, without limitation, computer equipment, telephonic systems and other communication and information systems), fixtures and office furniture, vehicles and other tangible personal property owned or leased by the Sellers and used or held for use in, related to, or associated with, directly or indirectly (in whole or in part), the Sellers' operation of the Business (collectively, the "Equipment"); (d) All books of account, records, files, invoices, customer lists, supplier lists and other data used or held for use in, related to, or associated with, directly or indirectly (in whole or in part), the Sellers' operation of the Business; (e) All rights under, and interest in, the Contracts listed on Schedule 1.01(e) including, without limitation, the Capstead Inc. Retention Incentive Plan dated as of September 24, 1998, and the Severance Benefits Agreement dated as of September 25, 1998 between the Company and Chri▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (▇▇e "Employment Agreements") (collectively, including any and all amendments and supplements disclosed on such Schedule, the "Assumed Contracts"); (f) All right, title and interest with respect to all Assumed Obligations (as defined in Section 1.03) (including, without limitation, refunds, claims thereto, security deposits, and any other claims thereunder); (g) All sales literature, promotional literature and other selling material used or held for use in, related to, or associated with,...
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Purchase by Purchaser. Subject to the terms and conditions set forth herein, each of the Sellers individually and collectively agree to sell to Purchaser, and Purchaser agrees to purchase from Sellers, 100% of the Sellers’ membership interests in CIE (the "Membership Interests") as follows: ▇▇▇▇▇ ▇. ▇▇▇▇ 48.00% ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇ 32.00% ▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ 20.00%
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Purchase by Purchaser. Subject to the terms and conditions set forth in this Agreement, at the Closing (as defined in Section 1.4 below), Purchaser agrees to purchase from Seller, and Seller agrees to sell to Purchaser all of Seller's right, title and interest in and to the following assets (collectively, the "Purchased Assets"): (a) All machinery, equipment (including, without limitation, computer equipment and software, telephonic systems and other communication and information systems), fixtures and office fumiture, vehicles and other tangible personal property owned by Seller set forth in Schedule 1.1(a); (b) The registration for the Internet domain name "▇▇▇▇▇▇▇▇▇▇.▇▇▇;" (c) The business name "Lowestrate. com" and the trademark application for such name and the goodwill related thereto. (d) All contracts, leases and agreements listed on Schedule 1.1(d) (collectively, the "Assumed Contracts").
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Purchase by Purchaser. Subject to the terms and conditions set forth herein, each of the Sellers individually agrees to sell to Purchaser, and Purchaser agrees to purchase from Sellers, all but not less than all of the Sellers’ shares of stock and membership interests in Companies (collectively the "Equity Interests") as follows: a. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 333 1/3 33 1/3% b. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 333 1/3 33 1/3% c. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ 333 1/3 33 1/3%
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Related to Purchase by Purchaser

  • Deliveries by Purchaser At the Closing, Purchaser will deliver or cause to be delivered to Sellers the following:

  • Representations by Purchasers; Resale by Purchasers (a) Each Purchaser severally represents and warrants to the Company and the Guarantors that it is an institutional “accredited investor” within the meaning of Rule 501(a)(1),(2),(3) or (7) under the Securities Act. (b) Each Purchaser severally acknowledges that the Notes have not been registered under the Securities Act and represents and warrants to, and agrees with, the Company and the Guarantors that it will not offer or sell the Offered Securities within the United States or to, or for the account or benefit of, U.S. persons, except (i) pursuant to Rule 144A or any other exemption from the registration requirements of the Securities Act, if available, or (ii) to non-U.S. persons outside the United States, in accordance with Regulation S. Each Purchaser severally represents and agrees that it has offered and sold the Notes, and will offer and sell the Notes (i) as part of its distribution at any time and (ii) otherwise until 40 days after the later of the commencement of the offering and the Closing Date, only in accordance with Rule 903 or Rule 144A. Accordingly, neither such Purchaser nor its affiliates, nor any persons acting on its or their behalf, have engaged or will engage in any directed selling efforts with respect to the Notes, and such Purchaser, its affiliates and all persons acting on its or their behalf have complied and will comply with the offering restrictions requirement of Rule 144A and Regulation S. Each Purchaser severally agrees that, at or prior to confirmation of sale of the Notes, other than a sale pursuant to Rule 144A, such Purchaser will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases the Notes from it during the restricted period a confirmation or notice to substantially the following effect: “The Securities covered hereby have not been registered under the U.S. Securities Act of 1933 (the “Securities Act”) and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the date of the commencement of the offering and the closing date, except in either case in accordance with Regulation S (or Rule 144A if available) under the Securities Act. Terms used above have the meanings given to them by Regulation S.” Terms used in this subsection (b) have the meanings given to them by Regulation S. (c) Each Purchaser severally agrees that it and each of its affiliates has not entered and will not enter into any contractual arrangement with respect to the distribution of the Notes except for any such arrangements with the other Purchasers or affiliates of the other Purchasers or with the prior written consent of the Company. (d) Each Purchaser severally agrees that it and each of its affiliates will not offer or sell the Notes in the United States by means of any form of general solicitation or general advertising within the meaning of Rule 502(c), including, but not limited to (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. Each Purchaser severally agrees, with respect to resales made in reliance on Rule 144A of any of the Notes, to deliver either with the confirmation of such resale or otherwise prior to settlement of such resale a notice to the effect that the resale of such Notes has been made in reliance upon the exemption from the registration requirements of the Securities Act provided by Rule 144A.

  • Closing Deliveries by Purchaser At the Closing, Purchaser shall deliver to Seller: (i) the Purchase Price by wire transfer in immediately available funds to the Purchase Price Bank Account; and (ii) the certificates and other documents required to be delivered pursuant to Section 6.02.

  • Delivery by Buyer At the Closing, Buyer shall deliver to Seller a certificate representing the EYEQ Shares.

  • Delivery by Seller At the Closing, Seller will deliver to Buyer certificates representing the JET Shares, duly endorsed for transfer.