PURCHASE AND SALE OF SHARES AND PARTNERSHIP INTERESTS Sample Clauses

PURCHASE AND SALE OF SHARES AND PARTNERSHIP INTERESTS. 2.1. Shares and Partnership Interests To Be Transferred. Upon and subject to the terms, agreements, warranties, representations and conditions hereof, the Equityholders agree to sell, transfer, assign, convey and deliver to Buyer (and/or at Buyer's election, one or more Affiliates of Buyer), and Buyer agrees to purchase, redeem and accept from the Equityholders, on the Closing Date, the Shares and Partnership Interests for the Purchase Price. Buyer may, at its election, assign its right to purchase all or a portion of the Shares and Partnership Interests to one or more Affiliates of Buyer, provided that no such assignment shall relieve Buyer from its obligations hereunder.
Sample 1
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PURCHASE AND SALE OF SHARES AND PARTNERSHIP INTERESTS. 1.1 Purchase and Sale of Shares and Partnership Interests. Subject to the terms and conditions of and in reliance upon the representations and warranties set forth in this Agreement, (a) the Selling Shareholders agree to sell, assign, transfer and deliver to NCCI and NCCI agrees to purchase from each of the Selling Shareholders the number of Shares of Capital Stock of each of the Companies set forth opposite the name of each such Selling Shareholder on Annex I attached hereto under the column entitled "Number of Shares Being Sold," and (b) A&J agrees to sell, assign, transfer and deliver to NCCI and NCCI agrees to purchase from A&J the Partnership Interests, in each case free and clear of all security interests, liens and other encumbrances and claims, except as set forth in the Disclosure Schedule (as hereinafter defined). The sale of the Shares and the Partnership Interests to NCCI shall be referred to as the "Acquisition."
Sample 1

Related to PURCHASE AND SALE OF SHARES AND PARTNERSHIP INTERESTS

  • Purchase and Sale of Membership Interests Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser shall purchase from Seller, and Seller shall sell, assign, transfer and deliver to Purchaser, the Membership Interests free and clear of any Encumbrances.

  • Purchase and Sale of Shares and Warrants Subject to the satisfaction (or waiver) of the conditions to Closing set forth in this Agreement and the Escrow Agreement, each Subscriber shall purchase the Shares and Warrants for the portion of the Purchase Price indicated on the signature page hereto, and the Company shall sell such Shares and Warrants to the Subscriber. The Purchase Price for the Shares and Warrants shall be paid in cash. The entire Purchase Price shall be allocated to the Shares.

  • Purchase and Sale of Preferred Shares and Warrants 1.1.1. On or prior to the Initial Closing, as hereinafter defined, the Company shall adopt and file the Certificate of Designation with the Secretary of State of the State of Delaware and authorize, execute and deliver the Warrant Agreement.

  • 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 Shares 2.1.1. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, transfer and deliver to Buyer, free and clear of all Liens (other than Liens under the Securities Act and any other applicable state or foreign securities Laws), and Buyer shall purchase from Seller, all right, title and interest in and to the Shares.

  • Purchase and Sale of Units The Purchaser hereby subscribes for and purchases from the Company, and the Company hereby issues and sells to the Purchaser, 25,000 units (the “Initial Units”) at a purchase price of approximately $.003478 per Initial Unit for an aggregate purchase price of $86.95. Each Initial Unit consists of one share of Common Stock and one warrant (an “Initial Warrant”) to purchase one additional share of Common Stock for $6.00 in accordance with the terms of the Warrant Agreement to be entered into by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, which shall be substantially in the form attached hereto as Exhibit A (the “Warrant Agreement”). The Initial Units, together with the underlying Common Stock and the Initial Warrants, are referred to herein as the “Securities.”

  • Purchase and Sale of Common Shares and Warrants (a)Purchase of Common Shares and Warrants. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly, shall purchase from the Company on the Closing Date (as defined below), the number of Common Shares as is set forth opposite such Buyer's name in column (4) on the Schedule of Buyers, along with the Warrants to acquire up to that number of Warrant Shares as is set forth opposite such Buyer's name in column (5) on the Schedule of Buyers (the “Closing”).

  • Purchase and Sale of Company Shares Sale of Company Shares

  • Purchase and Sale of Preferred Shares Upon the following terms and conditions, CDRD shall issue and sell to each Investor severally, and each Investor severally shall purchase from CDRD, the number of First Closing Shares and up to the number of Second Closing Shares indicated next to such Investor's name on Schedule I attached to this Agreement."

  • Purchase and Sale of the Shares and Warrants Subject to the terms and conditions of this Agreement, on the Closing Date, each of the Investors shall severally, and not jointly, purchase, and the Company shall sell and issue to the Investors, the Shares and Warrants in the respective amounts set forth opposite the Investors’ names on the signature pages attached hereto in exchange for the Purchase Price as specified in Section 3 below.

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