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 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. 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. On the terms and subject to the conditions of this Agreement, Buyer agrees to purchase the Company Interests from Seller, and Seller agrees to sell and to transfer, the Company Interests to Buyer, free and clear of all Liens other than Permitted Encumbrances.
Purchase and Sale of Company Interests. Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date, the Seller shall sell, convey, transfer, assign and deliver to the Buyer, free and clear of all Encumbrances (other than Permitted Encumbrances described in clauses (c) and (f) of the definition thereof), and the Buyer shall purchase from the Seller, all of the Seller’s rights, title and interests in and to the Company Interests. The rights, title and interest in and to the Company Interests shall be sold, conveyed, transferred, assigned and delivered to the Buyer for the consideration specified in Section 2.2.
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.
Purchase and Sale of Company Interests. Subject to and upon the terms and conditions hereinafter set forth, at the Closing, and in reliance upon the representations, warranties, covenants and other agreements contained in this Agreement or made pursuant hereto, Sellers hereby agree to sell, assign, transfer and deliver to Madden, and Madden hereby agrees to purchase from Sellers, all of the issued and outstanding ownership interests of the Company as set forth in Section 2.1 of the Disclosure Schedule (collectively the “Company Interests”).
Purchase and Sale of Company Interests. (a) Subject to the terms and conditions set forth herein, at the Closing and effective as of the Closing Date, the Company Shareholders shall sell to Buyer, and Buyer shall purchase from the Company Shareholders, the Company Interests, free and clear of all Encumbrances, for the consideration specified in Section 2.2(a).
(b) Prior to the Closing, Buyer shall form a wholly-owned subsidiary of Buyer incorporated under the laws of the Grand Duchy of Luxembourg (“Acquisition Subsidiary”), and Buyer shall assign its right to acquire and receive the Company Shares from the Company Shareholders pursuant to this Agreement to Acquisition Subsidiary. Following the formation of Acquisition Subsidiary, any obligation of Buyer to the Company or the Company Shareholders under this Agreement which is performed, satisfied or fulfilled by Acquisition Subsidiary (which, for the avoidance of doubt, shall not include the obligation to issue the Acquisition Shares pursuant to Section 2.1(a) at the Closing), shall be deemed to have been performed, satisfied or fulfilled in all respects by Buyer.
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. (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”).
