Purchase and Sale of Company Capital Stock. Upon the terms and subject to the conditions of this Agreement, Seller hereby sells to Purchaser, and Purchaser hereby purchases and acquires, any and all rights, title and interest in and to all Company Capital Stock owned beneficially, of record or otherwise by Seller from and after the Agreement Date, free and clear of all Encumbrances and with the benefit of all rights of whatsoever nature attaching or accruing to such Company Capital Stock, including all rights to any dividends and distributions declared, paid or made in respect of such Company Capital Stock on or after the Agreement Date. Effective as of the Closing, and subject to Purchaser’s performance of its obligations and conditions under this Agreement, Seller hereby conveys, assigns and transfers any and all rights, title and interest in and to all Company Capital Stock owned by Seller to Purchaser, and Purchaser assumes such Company Capital Stock and accepts the assignment and transfer of all such Company Capital Stock. With respect to the purchase and sale of Company Capital Stock provided for in this Agreement, Seller waives all rights of pre-emption or first refusal or other rights of or restrictions on the transfer of any of the Company Capital Stock conferred on such Seller by the Charter Documents or any Contract.
Purchase and Sale of Company Capital Stock
