Purchase and Sale of Company Interests. At the Closing and upon the terms and conditions set forth herein, Seller will sell, transfer, convey, assign and deliver to Buyer, and Buyer will purchase and accept from Seller, all of the Company Interests, free and clear of any Liens whatsoever.
Purchase and Sale of Company Interests. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, the Sellers shall sell, transfer and deliver to Buyer, free and clear of all Encumbrances, and Buyer shall purchase from the Sellers, all of the outstanding Company Interests.
Purchase and Sale of Company Interests. Upon the terms and conditions of this Agreement, Xxxxx agrees to purchase from Seller, and Xxxxxx agrees to sell to Buyer, all of the Company Interests, free and clear of any Liens.
Purchase and Sale of Company Interests. On and subject to the terms and conditions of this Agreement, Buyer agrees to purchase from Seller, and Seller agrees to sell to Buyer, all of the Company Interests, free and clear of any Encumbrances, for the consideration specified below in this Article 2.
Purchase and Sale of Company Interests. (a) On the terms and conditions set forth herein, on the Execution Date, Seller hereby agrees to sell, transfer and assign to Purchaser, and Purchaser hereby agrees to purchase, assume and accept from Seller, free and clear of all Liens, other than Permitted Equity Liens, the Company Interests (the “Company Interest Acquisition”).
(b) The aggregate consideration for the Company Interest Acquisition is $79,849,459 in cash (the “Purchase Price”).
Purchase and Sale of Company Interests. (a) Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, each Seller shall sell, assign, transfer and convey to Buyer, and Buyer shall purchase and acquire from such Seller, all of such Seller’s respective right, title and interest in and to the Company Interests, free and clear of all Liens (other than Liens arising under applicable securities Laws), in consideration for the portion of Purchase Price allocated to such Seller in accordance with the Closing Allocation Schedule.
(b) At the Closing, Buyer shall pay to (i) Sellers an aggregate amount in cash, allocated among such Sellers in accordance with the Closing Allocation Schedule and to the accounts designated therein, equal to the (A) Preliminary Purchase Price as determined pursuant to Section 2.02, less (B) the Adjustment Escrow Amount, and (ii) the Escrow Agent (A) the Adjustment Escrow Amount for deposit into an account designated in writing by the Escrow Agent (the “Adjustment Escrow Account”) and (B) any fees required to be paid in connection with the Adjustment Escrow Account.
Purchase and Sale of Company Interests. (a) On the terms and conditions set forth herein, on the Closing Date, Seller hereby agrees to sell, transfer and assign to 8point3 OpCo Holdings, and Purchaser hereby agrees to cause 8point3 OpCo Holdings to purchase, assume and accept from Seller, free and clear of all Liens, other than Permitted Equity Liens, the Company Interests.
(b) The aggregate consideration payable by Purchaser for the Company Interests shall be Three Hundred Twenty Nine Million Five Hundred Thousand Dollars ($329,500,000) (the “Purchase Price”), which shall be paid as follows:
Purchase and Sale of Company Interests. Subject to the terms and conditions set forth in this Agreement, at the Closing, Buyer shall purchase from Seller, and Seller shall sell, transfer and assign to Buyer, free and clear of all Liens, the Company Interests. The Company Interests purchased and sold pursuant to this Section 3.1 shall constitute one hundred percent (100%) of the outstanding Equity Securities of the Company.
Purchase and Sale of Company Interests. Immediately following the Subsidiary Acquisition, on the terms and subject to the conditions set forth in this Agreement, at the [NEWYORK 3251393_44] Closing, Holdings shall sell, assign, transfer and convey to US Buyer, and US Buyer shall purchase, acquire and accept from Holdings, the Company Interests, free and clear of all Liens.
Purchase and Sale of Company Interests. Upon the terms set forth in this Agreement, Seller hereby sells, assigns, transfers and conveys to Purchaser at the Closing, free and clear of all Liens (other than any restriction on the transfer thereof under applicable securities Laws), and Purchaser hereby purchases and acquires from Seller at the Closing, the Company Interests.
