Purchase and Sale of Shares and Acquired Assets. Subject to the terms and conditions of this Agreement, at the Closing, Seller will sell and transfer (and/or will cause one or more other Seller Entities to sell and transfer) the Shares to Buyer, and Buyer will purchase such Shares from Seller and/or one or more other Seller Entities and Buyer will purchase from Seller and/or one or more other Seller Entities, and Seller shall sell, convey, transfer, assign and deliver (and/or will cause one or more other Seller Entities to sell, convey, transfer, assign and deliver) to Buyer all of its right, title and interest in and to the Acquired Assets. Notwithstanding anything herein to the contrary, Seller, Knight Ridder or any of their Subsidiaries (including the Acquired Companies) shall be permitted, prior to the Closing, to cause any or all of the Acquired Companies to transfer to Seller, any Seller Entity or any other party (and thereby to not directly or indirectly sell or transfer to Buyer) any Excluded Assets.
Appears in 4 contracts
Samples: Stock and Asset Purchase Agreement (McClatchy Co), Stock and Asset Purchase Agreement (McClatchy Co), Stock and Asset Purchase Agreement (McClatchy Co)