Law shall mean any law (statutory, common or otherwise), constitution, ordinance, rule, regulation, executive order or other similar authority enacted, adopted, promulgated or applied by any Government Authority.
Lien shall mean a mortgage, deed of trust, pledge, hypothecation, assignment, encumbrance, charge, restriction, lien (statutory or otherwise, including, without limitation, any lien for taxes), security interest, preference, participation interest, priority or security agreement or preferential arrangement of any kind or nature whatsoever, including, without limitation, any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing and the filing of any document under the law of any applicable jurisdiction to evidence any of the foregoing, other than (i) statutory, mechanics or other Liens incurred in the Companys ordinary course of business and (ii) Liens for taxes incurred but not yet due.
Order shall mean an order, ruling, decision, award, judgment, injunction or other similar determination or finding by, before or under the supervision of any Government Authority or arbitrator.
Permit shall mean a permit, license, certificate, waiver, notice or similar authorization.
Purchase Price shall have the meaning set forth in Section 2.2 of this Agreement.
SEC shall mean the United States Securities and Exchange Commission.
Securities Act shall mean the United States Securities Act of 1933, as amended, or any successor federal statute, and the applicable rules and regulations promulgated and in effect from time to time thereunder.
Shares shall have the meaning set forth in the recitals to this Agreement.
PURCHASE OF THE SHARES
Section 2.1 Purchase and Sale of the Shares. Subject to the terms and conditions hereof and in reliance upon the representations and warranties of the parties contained or incorporated by reference herein, concurrently with the execution hereof, the Company shall issue to the Buyer, and the Buyer shall subscribe for the Shares, in consideration of the payment of the Purchase Price noted herein.
Section 2.2 Purchase Price. As payment in full for the Shares being purchased under this Agreement and against issuance of such Shares, $25,000 shall be paid by or on behalf of the Buyer, at the direction of the Company by wire transfer of immediately available funds or by such other method acceptable to the Company (the Purchase Price).
Section 2.3 Closing. The closing of the purchase and sale of the Shares (the Closing) shall be held on the date of this Agreement (Closing Date) at the offices of Skadden, Arps, Slate, Meagher & Flom, 42/F Edinburgh Tower, The Landmark, 15 Queens Road Central, Hong Kong, or such other place as may be agreed upon by the parties hereto.