The Stock Purchase and the Merger Clause Samples
The Stock Purchase and the Merger
Related to The Stock Purchase and the Merger
The Share Exchange 1.1 Purchase and Sale of Shares 1 1.2 Consideration 1 1.3 Company Shareholder Consent 2
Purchase and Sale Closing (a) On the basis of the representations, warranties and agreements herein contained and subject to the terms and conditions herein set forth, the Company agrees to cause the Trustee to sell to the Underwriter, and the Underwriter agrees to purchase from the Trustee, at a purchase price of 100% of the face amount thereof, $193,440,000 of Class B Certificates. (b) Payment of the purchase price for, and delivery of, the Class B Certificates shall be made at the date, time and location or locations specified in Schedule I hereto, or at such other date, time or location or locations as shall be agreed upon by the Company and the Underwriter, or as shall otherwise be provided in Section 7 hereof (such date being herein called the “Closing Date” and such time being herein called the “Closing Time”). Payment shall be made to or upon the order of the Trustee by federal funds wire transfer or transfer of other immediately available funds against delivery to the account of the Underwriter at The Depository Trust Company (“DTC”). Such Class B Certificates shall be registered in the name of Cede & Co. or in such other names, and in such authorized denominations as the Underwriter may request in writing at least two full business days before the Closing Time. The certificates representing such Class B Certificates, which may be in temporary form, will be made available for examination and packaging by the Underwriter at the location or locations at which they are to be delivered at the Closing Time not later than 10:00 A.M. on the business day prior to the Closing Time. (c) The Company will pay to the Underwriter at the Closing Time for the account of the Underwriter any fee, commission or other compensation which is specified in Schedule I hereto. Such payment will be made by federal funds wire transfer or transfer of other immediately available funds.
The Offer and the Merger 2 1.1 The Offer 2 1.2 Company Actions 4 1.3 Directors 6 1.4 The Merger 7 1.5 Closing and Effective Time of the Merger 8 1.6 Meeting of Stockholders to Approve the Merger 9 1.7 Merger Without Meeting of Stockholders 10 1.8 Top-Up Option 10
Stock Purchase At the Closing (as hereinafter defined), subject to the terms and conditions herein contained, the Seller shall sell, convey, transfer, assign and deliver to the Buyer, and the Buyer shall purchase and acquire, the Shares, together with all rights and interests associated therewith.
Purchase and Sale of Purchased Shares At the Closing and on the terms and subject to the conditions set forth in this Agreement, Sellers shall sell and deliver to Purchaser, and Purchaser shall purchase from Sellers and pay therefor, the Purchased Shares, free and clear of any and all Encumbrances and in suitable form for transfer to Purchaser.