Offer, Purchase and Sale of Shares. Subject to the terms and conditions of this Agreement, the Selling Shareholders hereby covenant and agree to sell, assign and transfer to Pubco, and Pubco hereby covenants and agrees to purchase from the Selling Shareholders all of the Priveco Shares held by the Selling Shareholders.
Offer, Purchase and Sale of Shares. Subject to the terms and conditions of this Agreement, the Selling Shareholders hereby covenant and agree to sell, assign and transfer to PGT, and PGT hereby covenants and agrees to purchase from the Selling Shareholders all of the Enviro Shares held by the Selling Shareholders.
Offer, Purchase and Sale of Shares. Subject to the terms and conditions of this Agreement, the Selling Shareholders hereby covenant and agree to sell, assign and transfer to VITS, and VITS hereby covenants and agrees to purchase from the Selling Shareholders all of the WEIC Shares held by the Selling Shareholders.
Offer, Purchase and Sale of Shares. Subject to the terms and conditions of this Agreement, the Selling Shareholder hereby covenants and agrees to sell, assign and transfer to Tamm, and Tamm hereby covenants and agrees to purchase from the Selling Shareholder the DWOG Shares.
Offer, Purchase and Sale of Shares. On the terms and subject to the conditions set forth in this Agreement, the Click Selling Shareholders shall sell, assign and transfer to Roadships, and Roadships agrees to purchase from the Click Selling Shareholders, all of the Click Selling Shareholders’ right, title and interest in and to the Click Exchange Shares for and in consideration of the Roadships Exchange Shares (the “Share Exchange”).
Offer, Purchase and Sale of Shares. Subject to the terms and conditions of this Agreement, the Seller hereby covenants and agrees to sell, assign and transfer to Buyer, and Buyer hereby covenants and agrees to purchase from the Seller, all of the issued and outstanding shares of Nova Furniture (Dongguan) Co., Ltd. at the Purchase Price as defined below in section 2.2 of this Agreement. The Buyer understands and agrees that it purchases all the issued and outstanding shares of Nova Furniture (Dongguan) Co., Ltd. which include all the assets and liabilities of Nova Furniture (Dongguan) Co., Ltd. and its subsidiaries.
Offer, Purchase and Sale of Shares. Subject to the terms and conditions of this Agreement, VNUE hereby agrees to forgive the BIM Loans, and as consideration, MXXX agrees to cancel 21,885,591 Shares of COMPANY Common Stock.
Offer, Purchase and Sale of Shares. Subject to the terms and conditions of this Agreement, Pubco hereby irrevocably offers to acquire all of the issued and outstanding Priveco Shares and the Selling Shareholders hereby covenant and irrevocably agree to sell, assign and transfer to Pubco, and Pubco hereby irrevocably covenants and agrees to purchase from the Selling Shareholders, all of the Priveco Shares held by the Selling Shareholders. After the date hereof, Pubco will deliver a notice concurrently to all Priveco Shareholders, other than the Selling Shareholders (the “Remaining Priveco Shareholders”), and to Priveco notifying them of (i) Pubco’s offer to acquire all of the issued and outstanding Priveco Shares, (ii) the names of all Priveco Shareholders that have accepted such offer and the number of Priveco Shares in respect of which such Priveco Shareholders have accepted the offer, (iii) the expected Closing Date, and (iv) that the Remaining Priveco Shareholders are required to tender their Priveco Shares to Pubco in accordance with the drag along rights set forth in Section 4.8 of the Shareholder Agreement (the “Drag Along Notice”). Pubco will include a letter of transmittal with the Drag Along Notice to provide each Remaining Priveco Shareholder with a process for submitting the certificates representing the Priveco Shares held by such shareholder (the “Letter of Transmittal”).
Offer, Purchase and Sale of Shares. Subject to the terms and conditions of this Agreement, the Selling Shareholder hereby covenant and agree to sell, assign and transfer to MergerSub, and MergerSub hereby covenants and agrees to purchase from the Selling Shareholder all of the Priveco LLC Interests held by the Selling Shareholder. In addition, all outstanding preferred stock in the Pubco, which consists only of One (1) Share of Series A Preferred Stock of Iconic Brands, Inc. held by Xxxxxxx XxXxxxx shall be transferred to to Xxxxxxx Xxxxxxxx and Xxxxxxx Xxxxx in the following manner: One Half (1/2) share to Xx. Xxxxxxxx and One Half (1/2) share to Xx. Xxxxx, at Closing.
Offer, Purchase and Sale of Shares. Subject to the terms and conditions of this Agreement, the Selling Shareholders hereby covenant and agree to sell, assign and transfer to Tri-Lateral, and Tri-Lateral hereby covenants and agrees to purchase from the Selling Shareholders all of the Pan American Shares held by the Selling Shareholders.
