Purchase and Sale of Shares. 2.1.1. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, transfer and deliver to Buyer, free and clear of all Liens (other than Liens under the Securities Act and any other applicable state or foreign securities Laws), and Buyer shall purchase from Seller, all right, title and interest in and to the Shares.
Purchase and Sale of Shares. The Seller agrees to sell and transfer to the Buyer, and the Buyer agrees to purchase from the Seller for the Purchase Price and in accordance with and subject to the terms and conditions set forth in this Agreement, the Shares which in turn shall result in the Buyer indirectly owning the Vessel.
Purchase and Sale of Shares. (a) Each Stockholder hereby severally and not jointly agrees that it shall tender its Shares into the Offer and that it shall not withdraw any Shares so tendered (it being understood that the obligation contained in this sentence is unconditional, subject to Section 8). In addition to, and not in limitation of the foregoing obligation, each Stockholder hereby severally and not jointly agrees to sell to Sub, and Sub hereby agrees to purchase, all such Stockholder's Common Shares at a price per Common Share equal to $5.50, or such higher price per share of Company Common Stock as may be offered by Sub in the Offer, and all such Stockholder's Preference Shares at a price per Preference Share equal to $20, or such higher price per share of Company Preference Stock as may be offered by Sub in the Offer. Sub's obligation to purchase is subject to the following conditions (which may be waived in the sole discretion of Sub): (a) Sub having accepted shares of Company Common Stock and Company Preference Stock for payment under the Offer or (b) if the Offer has been terminated for failure to satisfy the Minimum Condition (as defined in Exhibit A to the Merger Agreement), (i) all conditions to the Offer set forth in Exhibit A to the Merger Agreement (other than the Minimum Condition) having been satisfied and (ii) including all shares of Company Common Stock and Company Preference Stock tendered and not withdrawn at the time of termination of the Offer and all Shares to be purchased pursuant to this Agreement, the Minimum Condition would have been satisfied. Notwithstanding the foregoing, no Stockholder shall be obligated to sell such Stockholder's Shares after the scheduled final expiration time of the Offer unless (i) the Minimum Condition was not satisfied, (ii) such Stockholder did not tender such Stockholder's Shares into the Offer or withdrew such Shares and (iii) including all shares of Company Common Stock and Company Preference Stock tendered and not withdrawn at the time of termination of the Offer and all Shares to be purchased pursuant to this Agreement, the Minimum Condition would have been satisfied. Each Stockholder may tender such Stockholder's Shares into the Offer and the purchase of such Shares pursuant to the Offer shall satisfy such Stockholder's obligation to sell such Shares and Sub's obligation to purchase such Shares under this Agreement. Subject to satisfaction or waiver of the conditions set forth in the third sentence of this paragraph, Sub...
Purchase and Sale of Shares. At the Closing (as defined in Section 2.1), on the terms and subject to the conditions set forth in this Agreement, Sellers shall sell and deliver to Purchaser, and Purchaser shall purchase the Shares from Sellers.
Purchase and Sale of Shares. Subject to the terms and conditions of this Agreement, Purchaser agrees to purchase at the Closing and the Seller agrees to sell to Purchaser at the Closing, 31,390,000 of Seller’s Shares for a total price of Sixty-Nine Thousand Nine Hundred Ninety Dollars and No Cents ($69,990.00) (the “Purchase Price”).
Purchase and Sale of 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, simultaneous with the execution hereof, the Company shall sell and deliver to Buyer, and Buyer shall purchase from the Company, the Shares, in consideration of the payment of the Purchase Price noted herein.
Purchase and Sale of Shares. Section 2.1
Purchase and Sale of Shares. Subject to the terms and conditions of this Agreement, at the Closing, the Sellers, jointly and severally, agree to sell, assign and convey the Shares to Buyer, and Buyer agrees to purchase, acquire and accept the Shares from the Sellers.
Purchase and Sale of Shares. Subject to the terms and conditions of this Agreement, at the Closing, Sellers will sell and transfer the Shares to Buyer, and Buyer will purchase the Shares from Sellers.
Purchase and Sale of Shares. Subject to the terms and conditions of this Agreement, on the Closing Date (as hereinafter defined) Shareholders shall sell to Buyer and Buyer shall purchase from Shareholders all the Shares.
