Purchase and Sale of Company Shares. Sale of Company Shares
2.1 The Vendor agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Vendor, all the Company Shares at Closing subject to the terms and conditions of this Agreement.
Purchase and Sale of Company Shares. On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Buyer will purchase, acquire and accept from the Stockholders, and the Stockholders will sell, assign, convey and deliver to the Buyer, all of their right, title, and interest in and to the Company Shares, free and clear of any Security Interest. (b)
Purchase and Sale of Company Shares. On the basis of the representations, warranties, covenants and other agreements contained herein and in the other Transaction Documents, and subject to the terms and conditions of this Agreement, at the Closing, the Purchaser shall purchase from the Seller, and the Seller shall sell, assign, transfer and convey to the Purchaser, free and clear of all Encumbrances, all of the Acquired Shares for an aggregate consideration as set forth in Section 1.2.
Purchase and Sale of Company Shares. Upon the terms and subject to the conditions of this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to sell, transfer, convey, and deliver to the Buyer or its nominee free and clear of all Encumbrances, all of the Shares at the Closing for the consideration specified in Section 2.2 below.
Purchase and Sale of Company Shares. 1 1.1 Sale of Company Shares by Seller.................................................... 1 1.2 Time and Place of Closing........................................................... 1 1.3 No Implied Representations or Warranties............................................ 2
Purchase and Sale of Company Shares. Subject to the terms and conditions set forth in this Agreement and in reliance upon the representations, warranties, covenants and conditions herein contained, on the Closing Date (as defined in section 3.1 hereof), the Selling Shareholders, hereby sell, convey, assign, transfer and deliver to Buyer, the Company Shares, free and clear of any and all liens or encumbrances of any nature whatsoever.
Purchase and Sale of Company Shares. 6 2.1 Basic Transaction...................................... 6 2.2
Purchase and Sale of Company Shares. Subject to the terms and conditions set forth in this Agreement and in reliance on the representations, warranties, covenants and agreements contained herein, at the Closing (as defined in Section 1.4), each Stockholder severally agrees to sell to Buyer, and Buyer agrees to purchase from each such Stockholder, all of the Company Shares owned by such Stockholder as set forth opposite such Stockholder’s name on Exhibit A hereto for the purchase price set forth in Section 1.2.
Purchase and Sale of Company Shares. Subject to the terms and conditions set forth in this Agreement, XFM (relying on the representations, warranties, agreements, covenants, undertakings and indemnities hereinafter referred to) agrees with the Vendor to purchase and the Vendor and the Covenantor agree to sell and cause to be sold to XFM or the XFM Nominee at Jiasen Closing, all of its direct and indirect interests in the Company Shares with effect from the Jiasen Closing Date free from all options, liens, charges, pledges, claims, agreements, encumbrances, equities and other third party rights of any nature whatsoever and together with all rights of any nature whatsoever now or hereafter attaching or accruing to them including all rights to any dividends or other distribution declared, paid or made in respect of them after the Jiasen Closing Date.
Purchase and Sale of Company Shares. Subject to the terms and conditions set forth herein, at the Closing, the Purchaser will acquire the Company Shares held by the Seller for cash consideration as follows:
(i) the Seller shall sell, assign, transfer and convey to the Purchaser all of the Company Shares free and clear of all Encumbrances2;
(ii) the Seller shall deliver to Purchaser a share certificate (the “Certificate”) (or Affidavit) representing the Company Shares, together with a duly executed share transfer deed with respect to the Company Shares in the form attached hereto as Exhibit A;
(iii) the Purchaser shall purchase all of the Company Shares from the Seller;
(iv) The Purchaser shall deposit:
(a) an amount of USD 400,000 out of the Purchase Price, (the “First Escrow Amount”), by wire transfer of immediately available funds to the Escrow Agent, to be transferred and held in accordance with the terms, including timeline, of this Agreement and the Escrow Agreement by and among the Purchaser, the Seller, and the Escrow Agent in the form of Exhibit B attached hereto (the “Escrow Agreement”); (b) an amount of USD 350,000 out of the Purchase Price, (the “Second Escrow Amount”), by wire transfer to the Escrow Agent, to be transferred and held in accordance with the terms of this Agreement and the Escrow Agreement; (c) an amount of USD 450,000 (the “Payment Agent Amount”) to the Payment Agent, to be transferred and held in accordance with the terms, including timeline, of this Agreement and the Payment Agent Agreement by and among the Purchaser, the Seller, and the Payment Agent substantially in the form of Exhibit B1 attached hereto (the “Payment Agent Agreement”). Payment of the Escrow Amounts and the Payment Agent Amount (together the “Purchase Price”) as aforesaid shall constitute for all purposes herein payment to the Seller for the sale of the Company Shares.
