Basic Transaction. In accordance with the terms and upon the conditions of this Agreement, at the Closing, Sellers shall (a) sell to Buyer and transfer, assign, convey and deliver to Buyer all right, title and interest in and to all of the Target Securities, free and clear of all Liens, and (b) Buyer shall purchase, and shall accept delivery of and acquire from Sellers, all right, title and interest in and to all of the Target Securities, free and clear of all Liens.
Appears in 3 contracts
Samples: Membership Interest Purchase Agreement (Village Farms International, Inc.), Membership Interest Purchase Agreement (Village Farms International, Inc.), Membership Interest Purchase Agreement (Village Farms International, Inc.)
Basic Transaction. In accordance with the terms and upon the conditions of this Agreement, at the ClosingClosing Seller shall sell, Sellers shall (a) sell to Buyer and transfer, assign, convey and deliver to Buyer all right, title and interest in and to all 81% of the Target Company Securities (the “Purchased Securities, free and clear of all Liens, and (b) Buyer shall purchase, and shall accept delivery of and acquire from Sellers, all right, title and interest in and to all of the Target Securities”), free and clear of all Liens.
Appears in 2 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (Kingsway Financial Services Inc)
Basic Transaction. In accordance with the terms and upon the conditions of this Agreement, at the Closing, Sellers each Seller shall (a) sell to Buyer and sell, transfer, assign, convey and deliver to Buyer all right, title and interest in and to all of the Target Securitiessuch Seller’s shares of Company Stock, free and clear of all Liens, Liens and (b) Buyer shall purchase, and shall accept delivery of and acquire from Sellers, all right, title and interest in and to all of the Target Securities, free and clear of all LiensRestrictions.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Vishay Precision Group, Inc.), Stock Purchase Agreement (Vishay Precision Group, Inc.)
Basic Transaction. In accordance with the terms and upon the conditions of this Agreement, at the ClosingClosing each Seller shall sell, Sellers shall (a) sell to Buyer and transfer, assign, convey and deliver to Buyer all right, title and interest in and to all of the Target Securities, free and clear of all LiensBuyer, and (b) Buyer shall purchase, acquire, and shall accept delivery of and acquire from Sellerseach Seller, all right, title and interest in and to all of the Target such Seller’s Company Securities, free and clear of all Liens.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Pasithea Therapeutics Corp.), Membership Interest Purchase Agreement (Pasithea Therapeutics Corp.)
Basic Transaction. In accordance with Upon the terms and upon subject to the conditions of set forth in this Agreement, at the Closing, Sellers the Buyer shall (a) sell to Buyer purchase, acquire, and accept from the Seller, and the Seller shall sell, transfer, assign, convey convey, and deliver to Buyer the Buyer, all right, title title, and interest in and to all of the Target Purchased Securities, free and clear of any and all LiensLiens other than Liens imposed under applicable securities Laws, and (b) as a result of which the Buyer shall purchase, acquire, and shall accept delivery of and acquire from Sellers, all right, title and interest in and to all of the Target Securities, free and clear outstanding Equity Securities of all Liensthe Company as of the Closing.
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Basic Transaction. In accordance with On the terms and upon subject to the conditions of set forth in this Agreement, at the Closing, Sellers Buyer shall (a) sell to Buyer purchase from Seller, and transferSeller shall sell, convey, assign, convey transfer and deliver to Buyer all rightBuyer, title and interest in and to all of the Target SecuritiesAgency Shares, free and clear of all LiensLiens (other than those arising out of acts of Buyer or any of its Affiliates), for an amount equal to the sum of (a) the Closing TBV and (b) Buyer shall purchase, and shall accept delivery of and acquire from Sellers, all right, title and interest in and to all of $1 million (the Target Securities, free and clear of all Liens“Purchase Price”).
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Basic Transaction. In accordance with Upon the terms and upon subject to the conditions of set forth in this Agreement, at the Closing, Sellers shall (a) sell to the Buyer will purchase, acquire, and accept from the Seller, and the Seller will sell, transfer, assign, convey convey, and deliver to Buyer the Buyer, all right, title title, and interest in and to all of the Target Purchased Securities, free and clear of any and all Liens, and (b) Buyer which Purchased Securities shall purchase, and shall accept delivery of and acquire from Sellers, all right, title and interest in and to all constitute 100% of the Target Securities, free issued and clear outstanding Equity Securities of all Liensthe Company.
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Basic Transaction. In accordance with Upon the terms and upon subject to the conditions of set forth in this Agreement, at the Closing, Sellers shall (a) sell to Buyer will purchase, acquire, and accept from the Seller, and the Seller will sell, transfer, assign, convey convey, and deliver to Buyer all right, title title, and interest in and to all of the Target Purchased Securities, free and clear of all Liens, any and (b) Buyer shall purchase, and shall accept delivery of and acquire from Sellers, all right, title and interest in and to all of the Target Securities, free and clear of all Liens.
Appears in 1 contract
Samples: Securities Purchase Agreement (Globis Acquisition Corp.)
Basic Transaction. In accordance with the terms and upon the conditions of this Agreement, at the ClosingClosing Seller shall sell, Sellers shall (a) sell to Buyer and transfer, assign, convey and deliver to Buyer all right, title and interest in and to all of the Target Securities, free and clear of all Liens, and (b) Buyer shall purchase, and shall accept delivery of and acquire from Sellers, all right, title and interest in and to all of the Target Partnership Securities, free and clear of all Liens.
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Basic Transaction. In accordance with Upon the terms and upon subject to the conditions of set forth in this Agreement, at the Closing, Sellers the Buyer shall (a) sell to Buyer purchase, acquire, and accept from the Seller, and the Seller shall sell, transfer, assign, convey convey, and deliver to the Buyer all right, title title, and interest in and to all of the Target Purchased Securities, free and clear of all Liens, any and (b) Buyer shall purchase, and shall accept delivery of and acquire from Sellers, all right, title and interest in and to all of the Target Securities, free and clear of all Liens.
Appears in 1 contract
Basic Transaction. In accordance with the terms and upon the conditions of this Agreement, at the Closing, Sellers shall (a) sell to Buyer and sell, transfer, assign, convey and deliver to Buyer all right, title and interest in and to all of the Target SecuritiesBuyer, free and clear of all LiensLiens (other than restrictions on transferability of the Company Securities imposed by applicable Law, and (b) subject to any Liens caused by Buyer shall purchase, and shall accept delivery or any of and acquire from Sellersits Affiliates), all right, title and interest in and to all of the Target Company Securities, free and clear of all Liens.
Appears in 1 contract
Samples: Stock Purchase Agreement (Kingsway Financial Services Inc)
Basic Transaction. In accordance with On and subject to the terms and upon the conditions of this Agreement, at the Closing, Sellers shall (a) sell the Buyer agrees to Buyer purchase from the Seller, and transferthe Seller agrees to sell, assigntransfer and convey to the Buyer, convey and deliver to Buyer all right, title and interest in and to all of the Target Securitiesissued and outstanding Shares, free and clear of any and all Liens, and (b) Buyer shall purchase, and shall accept delivery of and acquire from Sellers, all right, title and interest for the consideration specified below in and to all of the Target Securities, free and clear of all Liensthis Article 2.
Appears in 1 contract
Samples: Stock Purchase Agreement (Perma Fix Environmental Services Inc)
Basic Transaction. In accordance with the terms and upon the conditions of this AgreementSeller agrees to sell, at the Closing, Sellers shall (a) sell to Buyer and transfer, assignconvey, convey assign and deliver to Buyer all righton the Closing Date, title and interest in Buyer agrees to purchase and to accept from Seller, all of the Target SecuritiesShares, free and clear of all any Liens, subject to the terms and (b) Buyer shall purchase, and shall accept delivery of and acquire from Sellers, all right, title and interest conditions set forth in and to all of the Target Securities, free and clear of all Liensthis Agreement.
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Basic Transaction. In accordance with On and subject to the terms and upon the conditions of this Agreement, at the Closing, Sellers Buyer shall (a) sell to Buyer purchase, acquire and transferaccept from Seller, and Seller shall, convey, assign, convey transfer and deliver to Buyer all rightBuyer, title and interest in and to all of the Target SecuritiesHoldings Shares, free and clear of all Liens, and for the consideration specified below in Section 2(b) (b) Buyer shall purchase, and shall accept delivery of and acquire from Sellers, all right, title and interest in and to all of the Target Securities, free and clear of all Liens“Transaction”).
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