Agreement to Sell the Shares. 2.1 On and subject to the terms of this Agreement, the Seller agrees to sell, and the Purchaser agrees to purchase, the Shares (the “Transaction”).
2.2 The Shares shall be sold by the Seller with full title guarantee 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 Shares. 2.1.1 On and subject to the terms of this Agreement, each of the Sellers agrees to sell (or procure the sale of) those Shares set opposite its name in Schedule 10 with full title guarantee and together with all rights and advantages attaching to them as at Closing (including, without limitation, the right to receive all dividends or distributions declared, made or paid on or after Closing), and the Purchaser agrees to purchase the Shares.
2.1.2 The Sellers shall procure that on or prior to Closing any and all rights of pre- emption over the Shares are waived irrevocably by the persons entitled thereto.
Agreement to Sell the Shares. 14 3 Consideration......................................................... 15 4 Conditions............................................................ 20 5
Agreement to Sell the Shares. 2.1 On and subject to the terms of this Agreement, the Sellers (each as to those of the Shares specified against its name in columns (2) and (4) of Part 1 of Schedule 1) agree to sell, and the Purchaser agrees to purchase, the Shares, free from Encumbrances and together with all rights and advantages attaching to them as at Completion (including the right to receive all dividends or distributions declared, made or paid on or after the Accounts Date).
2.2 The Sellers hereby waive the pre-emption rights on transfer set out in the articles of association of International Cuisine in respect of the transfer of the International Cuisine Shares to the Purchaser.
Agreement to Sell the Shares. The Vendors shall sell as beneficial owners and Synon shall purchase the Shares fully paid or credited as fully paid and free from all liens charges and encumbrances and with all rights now or hereafter attaching thereto and Synon shall purchase the Shares with effect from the date hereof.
Agreement to Sell the Shares. 2.1 On the terms of this Agreement and with effect from Completion:
2.1.1 each of the Sellers shall, with full title guarantee, sell; and
2.1.2 the Buyer shall, relying on the warranties and undertakings contained in this Agreement, purchase, the Sale Shares, free from all Encumbrances and together with all rights and benefits attaching (or which may in the future attach) to the Sale Shares at the date of this Agreement including, in particular, the right to receive all dividends and distributions declared, made or paid on or after the Completion Date.
2.2 Each of the Sellers hereby unconditionally and irrevocably waives all rights of pre-emption and any other rights or restrictions over the Sale Shares conferred either by the articles of association of the Company or in any other way.
Agreement to Sell the Shares. 2.1 On and subject to the terms of this Agreement, the Seller agrees to sell, and the Purchaser agrees to purchase, the Shares.
2.2 The Shares shall be sold by the Seller with full title guarantee free from Encumbrances and together with all rights and advantages attaching to them as at Closing (including, without limitation, the right to receive all dividends or distributions declared, made or paid on or after Closing).
2.3 Subject to the terms of the BA Consent Letter, the Seller shall procure that on or prior to Closing any and all rights of pre-emption or transfer or other restriction over the Shares are waived irrevocably by the persons entitled thereto, and all necessary consents have been received or waived in respect of any applicable transfer restrictions over the Shares.
Agreement to Sell the Shares. The Vendor shall sell or procure the sale of and the Purchaser, relying on the several representations, warranties and undertakings contained in this Agreement, shall purchase the Shares free from all Encumbrances (other than the Barclays Security) and together with all rights and advantages now and hereafter attaching thereto.
Agreement to Sell the Shares. 2.1 On and subject to the terms of this Agreement, the Seller hereby sells and agrees to transfer the Shares to the Purchaser, and the Purchaser hereby purchases and agrees to accept the transfer of the Shares from the Seller, with full title and free from any Encumbrances and together with all rights and benefits attached to them as per the Completion Date.
2.2 The Seller shall transfer title to the Shares free from all Encumbrances and together with all dividend, voting and other rights attached to the Shares on Completion to the Purchaser, and the Purchaser shall accept the transfer of title to the Shares on Completion.
2.3 Subject to Completion upon execution of the Transfer Deed, the sale, purchase and transfer of the Shares shall be effective as per the Completion Date and consequently, subject to Completion and without prejudice to the Purchaser’s rights under this Agreement, the Target Companies and the Shares will be for the benefit and risk of the Purchaser as per the Completion Date.
2.4 The Seller waives all rights of pre-emption and other restrictions on transfer over the Shares conferred on them and shall procure that all such rights conferred on any other person are waived no later than Completion so as to permit the sale and purchase of the Shares.
Agreement to Sell the Shares. The Seller agrees to sell to the -------------------------------- Buyer, the Buyer's designee, and/or the Buyer's retirement plan, at the Buyer's option, a maximum of 35,000 shares of the Common Stock of the Seller (the "Shares").
