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. 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. 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. 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. On the terms and subject to the conditions set forth in this Agreement, on the Closing Date, Buyer shall purchase from Seller, and Seller shall sell, assign, convey and transfer to Buyer all shares of the Company Stock, free and clear of any Liens, restrictions on transfer, Options, rights, calls, commitments, proxies or other contract rights other than those arising under federal or state securities Laws.
Purchase and Sale of Company Stock. On and subject to the terms and conditions of this Agreement, at the Closing, Buyer shall purchase from Seller the Company Stock, and Seller shall sell, assign, convey and transfer the Company Stock to Buyer, free and clear of any Liens (other than general restrictions under federal and state securities laws relating to the transfer of securities), in exchange for (i) cash in an amount equal to the Closing Purchase Amount and (ii) the Promissory Note in the original principal amount of $1,000,000.
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 the Company Stock from Sellers.
Purchase and Sale of Company Stock. Subject to all the terms and conditions of this Agreement, (i) each Shareholder hereby sells, transfers and delivers to the Purchaser, and the Purchaser hereby purchases from each Shareholder, all the shares of the Company Stock owned by such Shareholder, free and clear of any Encumbrances (as defined in Section 2.5) and (ii) each option, warrant or other right to purchase any securities of the Company Stock, if any, shall terminate. Following the consummation of the Acquisition (and the related purchase of 400,000 ordinary shares of the Company from Mr. Txxxx Xxxx (the “Wxxx Shares”) pursuant to a separate Acquisition and Stock Purchase Agreement of even date hereof, the Purchaser shall own 100% of the issued and outstanding shares of equity securities and warrants, options or other rights to acquire equity securities of the Company.
Purchase and Sale of Company Stock. Subject to all the terms and conditions of this Agreement, (i) the Shareholder hereby sells, transfers and delivers to the Purchaser, and the Purchaser hereby purchases from the Shareholder, all the shares of the Company Stock owned by the Shareholder, free and clear of any Encumbrances (as defined in Section 2.5) and (ii) each option, warrant or other right to purchase any securities of the Company Stock, if any, shall terminate. Following the consummation of the Acquisition and the acquisition of the remainder of the Company’s ordinary shares pursuant to that a separate Acquisition and Stock Purchase Agreement by and between the Purchaser, the Company and the other shareholders of the Company, the Purchaser shall own 100% of the issued and outstanding shares of equity securities and warrants, options or other rights to acquire equity securities of the Company.
