Purchase and Sale of Sold Shares Sample Clauses

Purchase and Sale of Sold Shares. Subject to the terms and conditions set forth in this Agreement, on the Closing Date: (a) Seller will sell, assign and transfer to Buyer, and Buyer will purchase and acquire, all of Seller’s right, title and interest in and to the Arizona Sold Shares, free and clear of all Liens other than (i) Liens imposed by federal and state securities Laws and (ii) Liens that may be created by or on behalf of Buyer or any of its Affiliates. (b) Seller will sell, assign and transfer to BuyerSub, and BuyerSub will purchase and acquire, all of Seller’s right, title and interest in and to the Singapore Sold Shares and the Malaysia Sold Shares, free and clear of all Liens other than (i) Liens imposed by federal and state securities Laws and (ii) Liens that may be created by or on behalf of Buyer or any of its Affiliates.
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Purchase and Sale of Sold Shares. Based upon the representations and warranties and subject to the terms and conditions set forth in this Agreement, on the Closing Date, Seller will sell, assign and transfer to Buyer, and Buyer will purchase and acquire, all of Seller’s right, title and interest in and to the Sold Shares, free and clear of all Encumbrances other than Encumbrances imposed by federal and state securities Laws.
Sample 1
Purchase and Sale of Sold Shares. 2.1 Subject to the terms and conditions of this Agreement, Seller as the beneficial owner hereby sells the Sold Shares hereunder and Purchaser hereby purchases such Sold Shares which are not subject to any claim, mortgage, lien, charge, any other security, encumbrance or any interest of any third party as from the Closing Date, together with all rights and interests attached to the Sold Shares, including all dividends and distributions announced, made or paid after the date of this Agreement.
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Purchase and Sale of Sold Shares. On and subject to the terms and -------------------------------- conditions of this Agreement, Imperial agrees to purchase from LRI and LRI agrees to sell, assign, transfer, convey and deliver to Imperial at Closing all of LRI's right, title and interest in and to the shares of capital stock (collectively the "Sold Shares") of each company (collectively, the "Sold Companies") as follows: (a) 5,000,000 shares of common stock of Wexford Technology, Inc., a Utah corporation ("Wexford"), representing approximately 32.3% of the issued and outstanding common stock of Wexford; (b) 3,798,730 shares of common stock of Imperial, representing approximately 13% of the issued and outstanding common stock of Imperial; (c) 5,000 shares of common stock of LaTex Resources International, Inc., a Delaware corporation ("LaTex International"), representing 100% of the issued and outstanding common stock of LaTex International; and (d) 30,000 shares of common stock of Phoenix Metals, Inc., a Texas corporation ("Phoenix Metals"), representing 100% of the issued and outstanding common stock of Phoenix Metals.
Sample 1
Purchase and Sale of Sold Shares. On the terms and subject to the conditions set forth herein, on the Sched- uled Closing Date, Seller agrees to cause the Selling Companies to sell to the Purchasing Companies all of the Sold Shares, each of the Selling Companies agrees to sell to the Purchasing Companies the Sold Shares owned by it, and Purchaser agrees to cause the Purchas- ing Companies to purchase from each of the Selling Companies all of the Sold Shares and each of the Purchasing Companies agrees to purchase the Sold Shares from the Selling Companies as set forth on Schedule 2.1. Notwithstanding the foregoing, the obligation of the parties hereto to purchase and sell the Sold Shares shall be subject to and effective only upon the receipt of approval of such sale and purchase described in Section 6.1(a) (i). On the terms and subject to the conditions set forth herein, on the Scheduled Closing Date, Seller agrees to cause BTR Australia Limited to sell to Xxxxx- Illinois (Australia) Pty Limited and Purchaser agrees to cause Xxxxx-Illinois (Australia) Pty Limited to purchase from BTR Austra- lia Limited all of the outstanding principal amount of the Convert- ible Notes.
Sample 1

Related to Purchase and Sale of Sold Shares

  • 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 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 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 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 Stock Purchaser hereby agrees to purchase from the Company, and the Company hereby agrees to sell to Purchaser, an aggregate of 37,500 shares of the Common Stock of the Company (the "Stock") at $0.01 per share, for an aggregate purchase price of $375.00, payable in cash. The closing hereunder, including payment for and delivery of the Stock, shall occur at the offices of the Company immediately following the execution of this Agreement, or at such other time and place as the parties may mutually agree (the "Closing").

  • 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 Upon the following terms and subject to the conditions contained herein, the Company shall, on the date hereof, issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of ten million two hundred thousand shares of Common Stock (the "Common Shares"). As consideration, the Purchaser shall assume financial and operational responsibility of the Company and perform certain terms and conditions as detailed in an agreement between the Purchaser and the Company dated March 11, 2005.

  • 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 the Shares Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell to the Purchaser, and the Purchaser shall purchase from the Seller, the Shares.

  • Purchase and Sale Closing (a) On the basis of the representations, warranties and agreements herein contained and subject to the terms and conditions herein set forth, the Company agrees to cause the Trustee to sell to the Underwriter, and the Underwriter agrees to purchase from the Trustee, at a purchase price of 100% of the face amount thereof, $193,440,000 of Class B Certificates. (b) Payment of the purchase price for, and delivery of, the Class B Certificates shall be made at the date, time and location or locations specified in Schedule I hereto, or at such other date, time or location or locations as shall be agreed upon by the Company and the Underwriter, or as shall otherwise be provided in Section 7 hereof (such date being herein called the “Closing Date” and such time being herein called the “Closing Time”). Payment shall be made to or upon the order of the Trustee by federal funds wire transfer or transfer of other immediately available funds against delivery to the account of the Underwriter at The Depository Trust Company (“DTC”). Such Class B Certificates shall be registered in the name of Cede & Co. or in such other names, and in such authorized denominations as the Underwriter may request in writing at least two full business days before the Closing Time. The certificates representing such Class B Certificates, which may be in temporary form, will be made available for examination and packaging by the Underwriter at the location or locations at which they are to be delivered at the Closing Time not later than 10:00 A.M. on the business day prior to the Closing Time. (c) The Company will pay to the Underwriter at the Closing Time for the account of the Underwriter any fee, commission or other compensation which is specified in Schedule I hereto. Such payment will be made by federal funds wire transfer or transfer of other immediately available funds.

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