Purchase and Sale of Equity Interests. 1.1 Grant of Right
Purchase and Sale of Equity Interests. Upon the terms and subject to the conditions of this Agreement, on the Closing Date, Seller shall sell, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase from Seller, the Equity Interests, free and clear of all Encumbrances.
Purchase and Sale of Equity Interests. (a) Subject to the terms and conditions of this Agreement including Section 2(b) above, on the Closing Date, Xxxxxxx Polymer shall sell, convey, transfer, assign and deliver to Buyer, and Buyer shall purchase and accept from Xxxxxxx Polymer, the Equity Interests held by Xxxxxxx Polymer in each of the Xxxxxxx Polymer Subsidiaries.
(b) Subject to the terms and conditions of this Agreement including Section 2(b) above, on the Closing Date, JD Holdings II shall sell, convey, transfer, assign and deliver to Buyer, and Buyer shall purchase and accept from JD Holdings II, the Equity Interest held by JD Holdings II in Xxxxxxx Polymer B.V.
(c) For the avoidance of doubt, JD Holdings II shall not sell, convey, transfer, assign or deliver to Buyer and Buyer shall not purchase pursuant to this Agreement any other assets or Equity Interests beneficially owned by JD Holdings II other than the Equity Interest in Xxxxxxx Polymer B.V.
(d) Notwithstanding anything else to the contrary in this Agreement, (i) the cash and cash equivalent items, including checking account balances, bank account balances, certificates of deposit, mutual funds and Other Investment Securities held by any Subsidiary; (ii) all right, title and interest of any Subsidiary (or any other party) in any Differentiated Floorcare Polymers or in any floorcare product formulations; (iii) all right, title and interest of any Subsidiary in and to the names “Xxxxxxx,” “Xxxxxxx Polymer,” “JonWax” and “JohnsonDiversey” and all derivatives thereof (including the use thereof as company names or identifiers), all trademarks and logos relating thereto, and all goodwill associated therewith; and (iv) the Contracts listed on Exhibit 4(d) hereto shall be the property and assets of Sellers and shall be retained by Sellers either by distribution from the applicable Subsidiary to the applicable Seller or by other similar means.
Purchase and Sale of Equity Interests. At each Closing, upon the terms and subject to the conditions set forth in this Agreement, Seller shall, or shall cause one of its Subsidiaries to, sell, assign, transfer and convey to Buyer, and Buyer shall purchase and acquire from Seller, the applicable Equity Interests, free and clear of any Liens other than transfer restrictions imposed thereon by applicable securities Laws, the Assumed Existing Loans and the Property Leases.
Purchase and Sale of Equity Interests. Seller and Buyer hereby agree that upon the terms and subject to the satisfaction or waiver of the conditions set forth herein, at the Closing, Seller shall sell, transfer, assign and deliver to Buyer, and Buyer shall purchase from Seller, the Equity Interests, free and clear of all Liens other than transfer restrictions imposed on the Equity Interests pursuant to applicable securities Laws, for a purchase price equal to $300,000,000 (the “Purchase Price”), as such amount may be adjusted in accordance with Section 2.4 (the “Final Purchase Price”) as such amount may be further adjusted in accordance with Section 2.7. BUYER AND SELLER ACKNOWLEDGE AND AGREE THAT THE TERMS OF THIS AGREEMENT, INCLUDING THE LIMITATIONS ON, AND DISCLAIMERS OF WARRANTIES AND REPRESENTATIONS OF SELLER CONTAINED IN THIS AGREEMENT ARE A BARGAINED FOR AND MATERIAL PART OF THE CONSIDERATION FOR THE EQUITY INTERESTS.
Purchase and Sale of Equity Interests. Subject to the terms and conditions of this Agreement, at the Closing, Seller will sell, convey, assign, transfer and deliver to Buyer, and Buyer will purchase, acquire and accept from Seller, all of Seller’s right, title and interest in and to the Equity Interests, free and clear of all Liens other than restrictions on transfer arising under state or federal securities laws.
Purchase and Sale of Equity Interests. (a) Upon the terms and subject to the satisfaction or waiver, if permissible under applicable Law, of the conditions set forth in Article VI hereof, at the Closing, in exchange for the payment of the Closing Payment pursuant to Section 2.8, Buyer (or one of its Affiliates) shall purchase from Seller and the Equity Selling Entities, and Seller shall, and shall cause Equity Selling Entities to, sell, convey, transfer, assign and deliver to Buyer (or one of its Affiliates), all of Seller’s and such Equity Selling Entity’s right, title and interest in and to the Direct Transferred Subsidiaries and, indirectly, all of the other Equity Interests, in each case free and clear of Encumbrances (other than Encumbrances arising pursuant to the terms of this Agreement or Encumbrances created by Buyer or any of its Affiliates ), which (except as set forth in Section 2.1 of the Seller Disclosure Letter) shall represent all of the outstanding equity or other membership interests in the Transferred Subsidiaries.
(b) The parties agree to take the actions set forth on Section 2.1(b) of the Seller Disclosure Letter. Notwithstanding the foregoing, as provided in Section 2.1(b) of the Seller Disclosure Letter, the Person identified therein may, prior to Closing, be designated a Transferred Subsidiary, in which case such Person shall be deemed to be a Transferred Subsidiary for all purposes under this Agreement and shall be included in the Equity Interests to be sold, conveyed, transferred, assigned and delivered to Buyer (or one of its Affiliates) pursuant to Section 2.1(a).
Purchase and Sale of Equity Interests. On and subject to the terms and conditions of this Agreement, Purchaser agrees to purchase from Seller, and Seller agrees to sell to Purchaser, all of the Equity Interests for the Final Purchase Price. At the Closing, the Equity Interests shall be transferred or otherwise conveyed to Purchaser free and clear of all Encumbrances and Permitted Exceptions, excepting only restrictions on the subsequent transfer of the Equity Interests as may be imposed under applicable Laws. Seller and Purchaser agree that Two Hundred Seventy-Five Million Dollars ($275,000,000) of the Final Purchase Price shall, at Purchaser’s election, be (a) paid in cash, (b) evidenced by the Seller Notes and secured by a first priority lien on certain assets of the Company and a first priority pledge of the Equity Interests pursuant to the collateral documents attached as Exhibit B to this Agreement, and such other collateral documents as may be agreed to between the parties, each acting reasonably and in good faith, or (c) a combination of both (a) and (b). The priority of the lien on such assets, if any, shall be evidenced by a lender’s policy of title insurance in form and substance reasonably satisfactory to Seller, the cost of which shall be borne by Purchaser.
Purchase and Sale of Equity Interests. At the Closing (as hereinafter defined) and subject to and upon the terms and conditions of this Agreement, the Seller shall sell, transfer, convey, assign and deliver to the Purchaser, and the Purchaser shall purchase, acquire and accept from the Seller, all of the Equity Interests, free and clear of all Liens. 购买和出售股权。 在交易结束时（以下定义），在遵守本协议的条款和条件的情况下，卖方应向买方出售、转让、转付和交付给买方，买方应从卖方购买、获取和接受所有的自由且没有质权限制的股权。
Purchase and Sale of Equity Interests. The Seller agrees to sell and transfer to the Buyer, and the Buyer agrees to purchase from the Seller the Equity Interests for the Purchase Price (as defined below) and in accordance with and subject to the terms and conditions set forth in this Agreement.
