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.
2.2. For the avoidance of doubt, Parties acknowledge, that the transaction contemplated herein includes all rights, title, interest and benefits appertaining thereto, Books and Records, and the Assets and Liabilities as detailed in Appendix 1. The purchase also includes all contracts, intellectual property, goodwill, Customer Data and ongoing operations of the Companies, subject to compliance with the relevant data protection laws.
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. 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. 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. 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.
2.2 The Seller 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.
Purchase and Sale of Sale Shares. Subject to and in accordance with the terms and conditions of this Agreement, the Vendors shall, together with their nominees listed in Schedule 4 hereto, 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 Vendors and their 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. 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. 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:
(a) At the Closing, Seller shall receive 581,818 shares of restricted common stock of Buyer (which will be registered by Buyer pursuant to Section 1.3 hereof) which has a value of $3,200,000 as of the Valuation Dates based on the average closing bid price for such shares on the Valuation Date; and
(b) Upon the first anniversary of the date of this Agreement, Seller shall receive such amount of shares of restricted common stock of Buyer (which are subject to the registration rights pursuant to Section 9 hereof) which have a value of $800,000 as of the Valuation Dates based on the average closing bid price for such shares on the Valuation Dates plus 5% interest on such amount accruing from the Valuation Dates until the first anniversary of this Agreement, if Acquiree's financial statements reflect that Acquiree has earnings before income tax ("EBIT") equal to at least $800,000 for such period. If, upon such first anniversary of the date of this Agreement, EBIT of Acquiree is less than $800,000, Buyer shall not be obligated to pay Seller pursuant to this Section 1.2(b). Any earnings attributable to entities obtained through acquisitions made by Acquiree or by Buyer on behalf of or for the benefit of Acquiree between the date of this Agreement and the first anniversary of such date shall be used to calculate the EBIT of Acquiree for purposes of this Section 1.2(b). Intercompany charges or management fees (except reasonable charges for working capital infusions) shall not be factored into the calculation of EBIT of Acquiree for purposes of this Section 1.2(b).
(c) If, on the effective date of the Registration Statement (as defined herein) for the shares of Buyer's common stock described in Section 1.2(a), the average closing bid price of such shares decreased by more than 5% from the closing bid price on the Valuation Dates, Buyer agrees to issue additional common sha...
Purchase and Sale of Sale Shares. 2.1. The Sellers agree to sell and the purchaser agrees to purchase the Shares for the Purchase Price. The Shares shall be sold free from all Encumbrances and together with all rights and privileges attached to them (including the normalized level of working capital, all dividends and distributions declared, made or paid on or after the Execution Date) at the Execution Date or subsequently becoming attached to them.
2.2. For the avoidance of doubt, Parties acknowledge, that the transaction contemplated herein includes all rights, title, interest and benefits appertaining thereto, Books and Records, and the Assets and Liabilities as detailed in Appendix 1. The purchase also includes all agreements, including agreements between the Company and Xxxx Xxxx Studio, intellectual property, the Company’s film library, goodwill, Customer Data and ongoing operations of the Company, subject to compliance with the relevant data protection laws.
2.3. The Company will maintain its brand and autonomy as a group company of GG.
Purchase and Sale of Sale Shares. Sellers, in reliance on the representations, warranties, and covenants of Buyer contained herein and subject to the terms and conditions of this Agreement, hereby agree to sell to Buyer all of the Sale Shares which they own for the Purchase Consideration set forth in Section 2 below; and Buyer, in reliance on the representations, warranties, and covenants of Sellers contained herein and subject to the terms and conditions of this Agreement, hereby agrees to purchase from Sellers, the Sale Shares for the Purchase Consideration set forth in Section 2 below. Buyer shall pay any stamp duty assessed by the State of Queensland, Australia in connection with the transfer of the Sale Shares to Sellers. Any other fees, charges or taxes due and payable in connection with the delivery and transfer of the Sale Shares shall be paid by Sellers.
