Purchase and Sale of Seller Shares Sample Clauses

Purchase and Sale of Seller Shares. Subject to the satisfaction or waiver of the conditions set forth in Section 1.4 herein, Seller hereby agrees to sell, and each Purchaser, severally and not jointly, agrees to purchase from Seller, the Seller Shares on the terms set forth in this Agreement in the allocations set forth on the signature pages. For the purposes of this Agreement, “Per Share Purchase Price” equals $2.60; “Investment Amount” means, with respect to each Purchaser, the investment amount indicated below such Purchaser’s name on the signature page of this Agreement executed by such Purchaser; and “Registration Statement” means a registration statement meeting the requirements set forth in the Registration Rights Agreement.
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Purchase and Sale of Seller Shares. Each Seller hereby agrees to sell, and Purchasers severally and not jointly agree to purchase from each of the Sellers, the Seller Shares on the terms set forth in this Agreement in the allocations set forth on the signature pages.
Sample 1
Purchase and Sale of Seller Shares. Subject to the terms and conditions of this Agreement, upon fulfillment or waiver of each condition to Closing (as set forth in Article V hereof), Seller shall sell and deliver to Purchaser, and Purchaser shall purchase and accept from Seller the Seller Shares, free and clear of all Liens. Seller shall deliver or cause to be delivered to Purchaser on the Closing Date certificates representing the Seller Shares endorsed in blank.
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Purchase and Sale of Seller Shares. Subject to the terms and conditions of this Agreement, Buyer hereby agrees to purchase the Seller Shares from Parent, and Parent agrees to sell the Seller Shares to Buyer, at the Second Closing.
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Purchase and Sale of Seller Shares. Upon the terms and subject to the conditions set forth in this Agreement, Buyer agrees to purchase the number of Seller Shares from each Seller set forth opposite its name on Schedule 1 hereto, and each Seller agrees to sell to Buyer (such purchase and sale referred to herein as the “Share Purchase”), the number of Seller Shares set forth opposite its name on Schedule 1 hereto for a purchase price in cash of $9.75 per share (the “Per Share Price”), which corresponds to an aggregate purchase price in cash of $55,936,062.00 (the “Aggregate Purchase Price”).
Sample 1
Purchase and Sale of Seller Shares. Pursuant to the terms and subject to the conditions set forth herein, at the Closing, each Seller shall sell, assign, transfer, convey and deliver to the Buyer, and the Buyer shall purchase, acquire and accept from such Seller, all right, title and interest in and to the number of Seller Shares beneficially owned by such Seller immediately prior to the Closing, free and clear of all Liens and with all rights, including dividend rights, attaching or accruing to them from the date of the Ordinary Shares Election Form or Employee Shares Election Form (as applicable), in exchange for the following consideration:
Sample 1
Purchase and Sale of Seller Shares. Subject to the satisfaction or waiver of the conditions set forth in Section 1.4, the Sellers hereby agree to sell, and the Purchasers severally and not jointly agree to purchase from the Sellers, the Seller Shares on the terms set forth in this Agreement in the allocations set forth on the signature pages. For the purposes of this Agreement, “Per Share Purchase Price” equals $1.85; “Investment Amount” means, with respect to each Purchaser, the investment amount indicated below such Purchaser’s name on the signature page of this Agreement; and “Registration Statement” means a registration statement meeting the requirements set forth in the Registration Rights Agreement.
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Purchase and Sale of Seller Shares 
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Related to Purchase and Sale of Seller Shares

  • Purchase and Sale of the Purchased Shares On and subject to the terms and conditions set forth in this agreement, at Closing Seller shall sell to Purchaser, and Purchaser shall purchase from Seller, the Purchased Shares, free and clear of all Liens.

  • Purchase and Sale of Purchased Shares At the Closing and on the terms and subject to the conditions set forth in this Agreement, Sellers shall sell and deliver to Purchaser, and Purchaser shall purchase from Sellers and pay therefor, the Purchased Shares, free and clear of any and all Encumbrances and in suitable form for transfer to Purchaser.

  • Purchase and Sale of the Purchased Assets 2 Section 2.1 Assets of Seller to be Transferred to Buyer 2 Section 2.2 Excluded Assets 3 ARTICLE III PURCHASE PRICE FOR THE PURCHASED ASSETS 4 Section 3.1 Purchase Price 4 Section 3.2 Closing Payments 4 Section 3.3 Post-Closing Payments. 4 Section 3.4 Pre-Closing Statement; Post-Closing Purchase Price Adjustment. 5 Section 3.5 Covenants Regarding Stock Consideration. 7 Section 3.6 Allocation of Purchase Price 8 Section 3.7 Withholding 8 Section 3.8 Electronic Transfer of Certain Assets 8 Section 3.9 Employee and Independent Contractor Matters 9 Section 3.10 Inability to Assign Assigned Contracts. 10 Section 3.11 Payments to Members 10 Section 3.12 Paying Agent 11

  • Purchase and Sale of Purchased Assets On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Purchaser will purchase from the Seller, and the Seller will sell, transfer, assign, convey and deliver to the Purchaser the Purchased Assets pursuant to the Xxxx of Sale.

  • Purchase and Sale of Company Shares Sale of Company Shares

  • Purchase and Sale of Acquired Assets Upon the terms and subject to the conditions and provisions contained herein, at the Closing (as defined in Section 2.1), the Seller shall sell, convey, assign and deliver to the Purchaser, and the Purchaser shall acquire and accept from the Seller, free and clear of any and all liens, claims, interests and encumbrances, the Seller's right, title and interest in and to the following assets of the Purchaser ("Acquired Assets"):

  • Purchase and Sale Closing 19 Section 2.1 Purchase and Sale of Acquired Assets 19 Section 2.2 Excluded Assets 20 Section 2.3 Assumption of Assumed Liabilities 22 Section 2.4 Excluded Liabilities 23 Section 2.5 Purchase Price 25 Section 2.6 Certain Adjustments to Base Purchase Price 25 Section 2.7 Proration 28 Section 2.8 Allocation of Purchase Price 30 Section 2.9 Closing 30 Section 2.10 Deliveries by Seller at Closing 30 Section 2.11 Deliveries by Buyer at Closing 32 Section 2.12 Guaranties 34 ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER 34 Section 3.1 Organization and Existence 34 Section 3.2 Authority and Enforceability 34 Section 3.3 No Conflicts; Consents and Approvals 34 Section 3.4 Legal Proceedings 35 Section 3.5 Compliance with Laws; Permits 35 Section 3.6 Title to Acquired Assets 36 Section 3.7 Assets Used in Operation of the Facilities 36 Section 3.8 Material Contracts 37 Section 3.9 Insurance 39 Section 3.10 Taxes 39 Section 3.11 Environmental Matters 39 Section 3.12 Employment and Labor Matters 40 Section 3.13 Employee Benefit Plans 42 Section 3.14 Condemnation 42 Section 3.15 Financial Information 42 Section 3.16 Absence of Certain Changes 43 Section 3.17 Real Property 43 Section 3.18 Regulatory Status 44 Section 3.19 Brokers 44 Section 3.20 Complete Copies 44 Section 3.21 Capacity Markets; Winter Reliability Program 44 Section 3.22 Exclusive Representations and Warranties 45

  • Purchase and Sale of the Units At the Closing, upon the terms and subject to the conditions set forth in this Agreement, the Seller shall sell, assign, transfer, deliver and convey to the Buyer, free and clear of any Liens, and the Buyer shall purchase, accept and acquire from the Seller, the Units.

  • Purchase and Sale of Shares Closing Subject to the terms and conditions of this Agreement, the Company agrees to sell to Purchaser at the Closing, and Purchaser agrees to purchase from the Company at the Closing, 10,000,000 shares of Common Stock (the “Shares”), at a price per share of $6.00 (the “Purchase Price”). Subject to the satisfaction or waiver of the covenants and conditions set forth in Sections 2.3 and 2.4, the Closing shall occur on the date hereof at the offices of Xxxxxxxx & Xxxxxxxx or such other location as the parties shall mutually agree.

  • Purchase and Sale of the Assets (a) Purchase and Sale of the Assets. Subject to the terms and conditions of this Agreement and on the basis of the representations, warranties, covenants and agreements herein contained:

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