Purchase and Sale of Company Stock. At the Closing, upon the terms and subject to the conditions contained herein and provisions of applicable Law, the Sellers will cause NewCo to sell, convey, transfer, assign and deliver to Acquiror, and Acquiror will purchase and acquire from NewCo, all of NewCo’s right, title and interest in and to all of the issued and outstanding Company Stock held by NewCo, free and clear of all Encumbrances (other than restrictions on transfers arising under the Securities Act and applicable state securities Laws), in exchange for the Total Stock Purchase Consideration.

Purchase and Sale of Company Stock. At the Closing, upon the terms and subject to the conditions of this Agreement, Purchaser shall purchase and accept from the Seller and the Seller shall sell, transfer, assign, convey and deliver to Purchaser, the Shares, free and clear of any and all Liens (other than Permitted Liens), for the consideration specified in Section 2.2.

Purchase and Sale of Company Stock. On and subject to the terms and conditions of this Agreement, Buyer agrees to purchase from Seller, and Seller agrees to sell to Buyer, on January 31, 2003 or on such other date as shall be mutually agreed upon in writing by the Parties (in either case, the "CLOSING DATE"), all of the Company Stock for an aggregate purchase price of US$7,200,000 in cash (the "PURCHASE PRICE"), payable in full at the Closing (as hereafter defined) by wire transfer to such account or accounts at such bank or banks as shall be designated by Seller in writing not less than two business days prior to the Closing Date or by delivery of immediately available funds in United States Dollars in such other form as the Parties may mutually agree.

Purchase and Sale of Company Stock. 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) each of the Selling Shareholders, as to each of Xxx, Xxxx and Xxxxx, jointly and severally, and as to Xxxxxx and Xxxxxx, severally in proportion to their ownership of shares of the Company Stock, shall sell, convey, assign, transfer and deliver to Buyer the Company Stock, free and clear of any and all liens, security interests, pledges, assessments, covenants, restrictions, reservations, conditional sales, prior assignments, or other encumbrances of any nature whatsoever.

Purchase and Sale of Company Stock. Upon the terms and subject to the conditions contained herein, at the Closing, Sellers shall sell, convey, transfer, assign and deliver to Buyer all of their right, title and interest in the Company Stock, and Buyer will purchase and acquire the Company Stock from Sellers.

Purchase and Sale of Company Stock. Subject to the terms and conditions set forth in this Agreement, the Stockholder hereby agrees to sell, transfer, convey, assign and deliver to the Purchaser at the Closing (as defined in Section 1.5 hereof), and the Purchaser hereby agrees to purchase, accept and acquire from the Stockholder at the Closing one hundred percent (100%) of the issued and outstanding shares of capital stock of HPSI, consisting of 500 shares of common stock, $1.00 par value per share (the "HPSI Stock"), free and clear of all Liens (as defined in Section 9.16 hereof).

Purchase and Sale of Company Stock. Upon the terms and subject to the conditions set forth herein and on the basis of the representations, warranties, covenants and agreements contained herein, at the Closing, Sellers shall sell to Purchaser, and Purchaser will purchase from Sellers, the Company Stock, free and clear of all Liens (other than any restrictions under the Securities Act of 1933, as amended (the “Securities Act”), state securities laws or any Liens which are created or caused to be created by Purchaser).

Purchase and Sale of Company Stock. PVC Stock and PVC ----------------------------------------------------- Promissory Note. Subject to the terms and conditions set forth in this --------------- Agreement, the Stockholder hereby agrees to sell, transfer, convey, assign and deliver to the Purchaser at the Closing (as defined in Section 1.5 hereof), and the Purchaser hereby agrees to purchase, accept and acquire from the Stockholder at the Closing: (a) one hundred percent (100%) of the issued and outstanding shares of capital stock of HPSI, consisting of 500 shares of common stock, $1.00 par value per share (the "HPSI Stock"), free ---------- and clear of all Liens (as defined in Section 9.16 hereof); (b) a number of shares of the common capital stock of PVC (the "PVC Common Shares") ----------------- determined by adding one hundred thousand shares to the number of shares (rounded up to the nearest whole share) obtained by dividing Five Million Dollars ($5,000,000.00) by the weighted average daily closing price of one share of the common stock of PVC on the New York Stock Exchange determined over the ten trading days ending three trading days prior to Closing; and (c) a Subordinated Convertible Promissory Note of the Stockholder with terms and conditions and substantially in the form of Exhibit 5.1 (r)(1) hereto (the "Promissory Note"). ---------------

Purchase and Sale of Company Stock Sample Clauses

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