Purchase and Sale of Sale Shares. 2.1. The Seller agrees to sell and the purchaser agrees to purchase the Sale Shares for the Final Purchase Price. The Sale Shares shall be sold free from all Encumbrances and together with all rights and privileges attached to them (including all dividends and distributions declared, made or paid on or after the Execution Date) at the Execution Date or subsequently becoming attached to them.
Purchase and Sale of Sale Shares. Upon the terms and subject to the conditions of this Agreement, the Purchaser hereby agrees to purchase, and the Selling Shareholder hereby agrees to sell and deliver to the Purchaser 63% equity interest in the Company for the aggregate consideration of RMB2,520 million (the “Purchase Price”).
Purchase and Sale of Sale Shares. 2.1 Subject to the satisfaction or waiver of the Conditions Precedent immediately prior to Closing, Acquirer shall, on the Closing Date, purchase from the Seller and the Seller shall sell to Acquirer, as the legal and beneficial owner, the Sale Shares free and clear from all Encumbrances and together with all rights, title, interest and benefits appertaining thereto (the “Share Purchase”), for the Purchase Price paid by the Acquirer to the Seller.
Purchase and Sale of Sale Shares. Subject to the satisfaction or waiver of the Conditions Precedent immediately prior to Closing, Acquirer shall, on the Closing Date, purchase from the Sellers and the Sellers shall sell o Acquirer, as the legal and beneficial owner, the Sale Shares free and clear from all Encumbrances and together with all rights, title, interest and benefits appertaining thereto (the “Share Purchase”), for the Purchase Price paid by the Acquirer to the Sellers in the manner as provided in Schedule III. The Sellers hereby agree and warrant that pursuant to the receipt of the Purchase Price from Acquirer on the Closing Date, the title of the Sale Shares, shall pass on to the Acquirer, free of all Encumbrances whatsoever and together with all legal rights and advantages now and hereafter attaching or accruing thereto, so that the Acquirer will upon the Transfer of the Sale Shares in its name, receive full legal and beneficial ownership thereof. Execution Date Deliverables. Simultaneously with the execution of this Agreement on the Effective Date: the Company shall deliver to the Acquirer a copy certified by a duly authorized director of the Company, of the resolutions duly passed by the Board, approving the execution by the Company of the Transaction Documents; Each of the Sellers shall have executed and delivered to the Acquirer and the Company, a copy of a notarized power of attorney in favour of [●], authorizing to execute this Agreement and any other agreements to be entered pursuant to Transaction Documents, to which they are a party, on their behalf and binding all other Sellers; and the Acquirer shall deliver to the Company and Sellers certified by a duly authorized director of the Company, of the resolutions duly passed by the Board, approving the execution by the Company of the Transaction Documents. The Parties shall do or cause to be done all such further acts, deeds, matters and things and execute such further documents and papers as may be reasonably required to give effect to sale and Transfer of the Sale Shares under the Agreement. CONDITIONS PRECEDENT3
Purchase and Sale of Sale Shares. (a) At the Closing, Buyer agrees to purchase from each Seller, and each Seller severally agrees to sell to Buyer, that number of shares of Company Stock set forth next to each Seller’s name on Exhibit A (collectively, the “Sale Shares”), with full title guarantee and free and clear of any Encumbrances, upon the terms and subject to the conditions set forth in this Agreement.
Purchase and Sale of Sale Shares. Subject to and in accordance with the terms and conditions of this Agreement, the Vendor shall, together with its nominees as the legal and beneficial owners of the Sale Shares, sell, assign, transfer and deliver the Sale Shares to the Purchaser and its nominees, and the Purchaser shall purchase and acquire from the Vendor and its nominees, the Sale Shares, together with all rights, including, without limitation, all ancillary rights now or hereafter attaching thereto, free and clear from any and all Encumbrances, other than the Encumbrances specified in Schedule 1.
Purchase and Sale of Sale Shares. Upon the terms and subject to the conditions hereof, each of the Sellers shall sell to SEi, and SEi shall buy from each of the Sellers, such of the Sale Shares as are set opposite the name (and address) of such Seller in Part 1 of the Schedule attached hereto, in each case together with all rights, privileges and advantages now or hereafter attached or accruing thereto, in each case in consideration for the delivery of the Purchase Price Shares or, in the case of CBE, immediately available funds as provided in Article III below.
Purchase and Sale of Sale Shares. Subject to the satisfaction or waiver of the conditions set forth in Articles VI and VII below, on the Closing Date, each Selling Shareholder shall, severally and not jointly, sell to the Purchaser that number of Sale Shares set forth opposite such Selling Shareholder’s name on Schedule A hereto, and the Purchaser shall purchase the Sale Shares from such Selling Shareholder, for a cash amount set forth opposite such Selling Shareholder’s name on Schedule A hereto (the “Purchase Price”).
Purchase and Sale of Sale Shares. 1.1 Seller shall sell to Buyer and Buyer shall purchase from Seller the Sale Shares at a closing of such sale (the "Closing") to be held at the place and on the date provided in Section 5 hereof (the "Closing Date"). The purchase price (the "Price") for the Sale Shares shall be such amount of shares of common stock of Buyer (which will be registered by Buyer pursuant to Sections 1.3 and Section 9 hereof) which have a value of $4,000,000 based on the average closing bid price for such shares on November 7 and November 8, 1996 (the "Valuation Dates"). The Price shall be payable to Seller as follows:
Purchase and Sale of Sale Shares. Issuance of the Subscription Shares; Issuance of the Subsequent Subscription Shares 17 Section 2.02 The Closing; Subsequent Closing 18 Section 2.03 Tender Offer 19 Section 2.04 Company Actions in Connection with Offer 22 Section 2.05 Adjustments at the Effective Time and the Subsequent Subscription Effective Time 23 Section 2.06 Deliverables at the Closing and the Subsequent Closing 23 Section 2.07 Directors and Officers of the Company Following Closing 24 ARTICLE III. PAYMENTS 25 Section 3.01 Certain Payments 25 Section 3.02 Withholding Rights and VAT 25 Section 3.03 Treatment of Company Restricted Share Awards 26
