Agreement to Sell the Sale Shares. 2.1 On and subject to the terms of this Agreement, the Seller agrees to sell, and the Purchaser agrees to purchase, the Sale Shares.
2.2 The Sale Shares shall be sold by the Seller free from Encumbrances and together with all rights and advantages attaching to them as at Closing (including the right to receive all dividends or distributions declared, made or paid on or after Closing).
Agreement to Sell the Sale Shares. 3.1 The Seller shall sell to the Buyer and the Buyer shall buy from the Seller the Sale Shares with full title guarantee and free from all Encumbrances.
3.2 Title to, beneficial ownership of, and any risk attaching to, the Sale Shares shall pass on Completion together with all associated rights and benefits attaching or accruing to them on or after Completion.
3.3 The Seller irrevocably waives any rights of pre-emption conferred on it by the bye-laws of the Company or otherwise over any of the Sale Shares.
3.4 The Buyer shall not be obliged to complete the purchase of any of the Sale Shares unless the purchase of all the Sale Shares is completed simultaneously.
Agreement to Sell the Sale Shares. 2.1 The Seller shall sell to the Buyer, and the Buyer shall buy from the Seller, the Pembroke Shares with full title guarantee and free from all Encumbrances.
2.2 Quanta 4000 Holdings shall sell to the Buyer, and the Buyer shall buy from Quanta 4000 Holdings, the Company Share with full title guarantee and free from all Encumbrances.
2.3 Title to and beneficial ownership of the Sale Shares shall pass following satisfaction of the Escrow Condition, together with all associated rights and benefits attaching or accruing to them on or after Completion.
2.4 The Seller and Quanta 4000 Holdings irrevocably waive any rights of pre-emption conferred on either of them by the Articles of Association of the Company and/or Pembroke, the Shareholders’ Agreement or otherwise over any of the Sale Shares.
2.5 The Buyer shall not be obliged to complete the purchase of any of the Sale Shares unless the purchase of all the Sale Shares is completed simultaneously (save where a breach by the Buyer of its obligations under this Agreement causes the purchase of the Sale Shares to not be completed).
Agreement to Sell the Sale Shares. 2.1 On and subject to the terms and conditions of this Agreement, the Vendors shall sell, and the Purchaser (or any transferee(s) as the Purchaser may nominate) shall acquire, the Sale Shares free from all Encumbrances and together with all rights and entitlements which the Vendors have in the Sale Shares upon Completion (including but not limited to any distributions, dividends, share options, warrants, bonus and rights issue) attaching or accruing thereto.
2.2 The Purchaser shall not be obliged to purchase any of the Sale Shares unless the purchase of all the Sale Shares is completed simultaneously.
2.3 The Vendors shall procure that on or prior to Completion, all rights of pre-emption over the Sale Shares (if any) are irrevocably waived by any persons entitled thereto.
Agreement to Sell the Sale Shares. 1.1 On and subject to the terms and conditions of this Agreement, the Vendors as beneficial owners hereby agree to sell, transfer, and assign with full title guarantee to the Purchasers, which hereby agree to purchase and acquire, the Sale Shares in the respective proportions indicated herein, free from all Encumbrances, and together with all rights and liabilities attaching thereto with effect from the Closing Date, as follows:
1.1.1 Vendor SES agrees to sell, transfer and assign the Sale Shares One held by it in the Company to Purchaser One, which agrees to purchase and acquire same; and
1.1.2 Vendor SES and Vendor SSC, respectively, agree to sell, transfer and assign the Sale Shares Two held by them in the Company to Purchaser Two, which agrees to purchase and acquire same.
1.2 Pursuant to Clause 1.1 above, it is hereby agreed between the Parties that the Purchasers shall hold the Sale Shares in the respective proportions indicated herein and that all dividends, distributions and other rights arising from the Sale Shares shall vest in their entirety in the Purchasers from the Closing Date.
Agreement to Sell the Sale Shares. 2.1 On and subject to the terms and conditions of this Agreement, the Seller agrees to sell and procure Cogo to sell, and the Purchaser (or its nominee(s)) agrees to purchase, the Sale Shares.
2.2 The Sale Shares shall be sold free from Encumbrances and together with all rights attaching to them as at Completion (including the right to receive all dividends or distributions declared, made or paid on or after Completion).
2.3 The Seller shall procure that on or prior to the Completion, any and all rights of pre- emption over the Sale Shares are waived irrevocably by any persons entitled thereto.
2.4 Neither the Seller nor the Purchaser shall be obliged to complete the sale and purchase of any of the Sale Shares unless the sale and purchase of all the Sale Shares is completed simultaneously.
Agreement to Sell the Sale Shares. 2.1 On the terms and subject to the conditions set out in this Agreement, each Seller shall sell the number of Sale Shares shown adjacent to his name in columns 3(a) or 3(b), as applicable, of Schedule 1 to the Buyer and the Buyer (relying on the warranties, undertakings and indemnities contained in this Agreement and the Taxation Deed) shall buy those Sale Shares as at and with effect from Completion with legal and beneficial ownership free from all Encumbrances.
2.2 Title to and beneficial ownership of the Sale Shares transferred to the Buyer pursuant to clause 2.1 shall pass as at and with effect from Completion together with all associated rights and benefits attaching or accruing to them on or after Completion.
2.3 Each Seller irrevocably waives any rights of pre-emption on transfer conferred on him by the articles of association of the Company or otherwise over any of the Sale Shares.
2.4 The Buyer shall not be obliged to complete the purchase of any of the Sale Shares unless the purchase of all the Sale Shares is completed simultaneously.
Agreement to Sell the Sale Shares. 2.1 The Seller shall sell to the Buyer, and the Buyer shall buy, the Sale Shares from the Seller with full title guarantee and free from all Encumbrances.
2.2 Title to and beneficial ownership of the Sale Shares shall pass on Completion together with all associated rights and benefits attaching or accruing to them on or after Completion.
2.3 The Seller shall not sell, charge or otherwise dispose of the Sale Shares or agree to do any of the foregoing (other than in relation to the transaction contemplated by this Agreement) unless and until this Agreement is terminated in accordance with its terms.
2.4 The parties acknowledge that the Sale Shares have not been and will not be registered under the US Securities Act of 1933, as amended, and are being offered and sold hereunder in an “offshore transaction” to a non-“US person” as such terms are defined in and in accordance with Regulation S.
Agreement to Sell the Sale Shares. 2.1 The Seller shall, and shall procure that the Designated Seller shall, sell to the Buyer and the Buyer (or, in respect of the US Sale Shares, its nominee) shall purchase from the Seller and the Designated Seller the Sale Shares with full title guarantee and free and clear from all Encumbrances.
2.2 Title to, beneficial ownership of and any risk attaching to the Sale Shares shall pass on Completion and the Sale Shares shall be sold and purchased together with all rights and benefits attached or accruing to them at Completion.
2.3 The Buyer shall not be obliged to complete the purchase of any of the Sale Shares unless the purchase of all the Sale Shares is completed simultaneously.
2.4 The Seller’s calculation of the Estimated Cash, the Estimated External Debt and the Estimated Working Capital Amount has been prepared in accordance with the principles set out in paragraph 2 of Part A of Schedule 6 and (in respect of the Estimated Working Capital Amount) in accordance with Part C of Schedule 6.
2.5 In consideration for the payment by the Buyer of the Intra-Group Payable Debt Amount, the Seller hereby assigns, conveys, transfers and delivers to the Buyer all of the Seller’s Group’s right, title and interest in and to the Intra-Group Payable Debt pursuant to the terms of the Deed of Intra-Group Payable Debt Transfer, Acknowledgement and Waiver.
Agreement to Sell the Sale Shares. 2.1.1 Each of the Sellers agrees to sell all the Sale Shares held by it as set out against its/his respective name in columns 2, 3, and 4 of Schedule 1 with full title guarantee and the Buyer agrees to buy such Sale Shares and all rights attaching or accruing to the Sale Shares including the right to receive all dividends, distributions or any return of capital declared, paid or made by the Target Company at or after the Completion Date free of any Encumbrances.
2.1.2 The Sellers waive all rights of pre-emption over any of the Sale Shares conferred on them by the articles of association of the Target Company or in any other way and undertake to take, and procure the taking of, all steps necessary to ensure that any rights of pre-emption are waived.
