Purchase and Sale of the Company Shares. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser will purchase, acquire and accept from each Seller, and each Seller will sell, assign, transfer, convey and deliver to Purchaser, free and clear of all Liens (other than Permitted Liens), the Company Shares held by such Seller in exchange for such Seller’s portion of the Purchase Price (as further set forth below).
Purchase and Sale of the Company Shares. On the terms and subject to the conditions of this Agreement, Buyer agrees to purchase the Company Shares from Sellers, and Sellers agree to sell the Company Shares to Buyer.
Purchase and Sale of the Company Shares. Subject to the terms and conditions of this Agreement, on the date hereof, the Shareholder agree to sell and convey to Buyer, free and clear of all Encumbrances (as defined in Section 2.1.8.1 hereof), and Buyer agrees to purchase and accept from the Shareholder, all of the Company Shares. In consideration of the sale of the Company Shares, Buyer shall pay to the Shareholder $7,000,000 in cash by wire transfer of immediately available funds, and the Cash Adjustment Payment (as defined in Section 1.3 hereof), if any, in accordance with Section 1.3 hereof.
Purchase and Sale of the Company Shares. Upon the terms and subject to the conditions herein set forth, Seller agrees to sell, convey, transfer, assign and deliver to Buyer and Buyer agrees to purchase and accept from Seller, on the Closing Date, the Company Shares as set forth on Schedule 2(a), being all of the fully paid ordinary shares in the capital of the Company.
Purchase and Sale of the Company Shares. At the Closing, upon the terms and subject to the conditions set forth herein, Seller shall sell, assign, transfer and convey to Buyer, and Buyer shall purchase and acquire from Seller a number of issued and outstanding Company Shares, free and clear of any Liens, representing 0.6584139% (zero point six five eight four one three nine percent) of its total and voting capital stock (the "Acquired Shares").
Purchase and Sale of the Company Shares. 6 2.1 Basic Transaction...................................................................6 2.2
Purchase and Sale of the Company Shares. Upon and subject to the terms and conditions of this Agreement, Purchaser hereby undertakes to purchase from each Seller, and each Seller hereby undertakes to sell and transfer to Purchaser all legal and beneficial interest in that number of Company Shares set forth opposite such Seller’s name in Schedule 1 hereto together with all rights now or hereafter attaching thereto.
Purchase and Sale of the Company Shares. Upon the terms and subject to the conditions set forth herein, and pursuant to the Plan of Reorganization, at the Closing, Purchaser shall deposit with the Paying Agent for distribution to the Eligible Members pursuant to the Paying Agent Agreement, an amount equal to the Eligible Member Payment, and the Company shall transfer and deliver to Purchaser or an Affiliate of Purchaser so designated by Purchaser, one hundred percent (100%) of the Company Shares, free and clear of all Liens (other than any restrictions under the Securities Laws or Liens created by or resulting from actions of Purchaser).
Purchase and Sale of the Company Shares. On and subject to the --------------------------------------- terms and conditions of this Agreement, the Buyer agrees to purchase from the Company, and the Company agrees to sell to the Buyer, 310,000 Common Shares of the Company, $.001 par value per share (the "Company Shares"), for the consideration specified below in Section 2 of this Agreement.
Purchase and Sale of the Company Shares. Subject to the terms and conditions set forth in this Agreement, and in reliance on the representations, warranties and covenants of the Company and the Sellers, at the Closing (i) the Non-Signing Sellers (acting through an instruction to ESOP Management and Trust Services Ltd. (“ESOP”), if applicable), shall sell and transfer to the Purchaser their respective Shares (in the aggregate, 73,142 of the Company Shares) pursuant to the terms of their respective Non-Signing Sellers Exercise, Sale and Waiver Letter (the total of such Shares of the Non-Signing Shares as is set forth on Exhibit A-3, hereinafter the “Non-Signing Sellers’ Shares”), (ii) the Signing Sellers (acting through an instruction to ESOP, if applicable), shall sell and transfer to the Purchaser a certain portion of their respective Shares (in the aggregate, 1,021,242 of the Company Shares) pursuant to the terms of their respective Signing Sellers Exercise, Sale and Waiver Letter (the total of such Shares of the Signing Shares as is set forth on Exhibit A-1, hereinafter the “Signing Sellers’ Shares”) and (iii) the Sellers, the Non-Signing Sellers and the Signing Sellers shall sell, assign, transfer and deliver to the Purchaser, in the aggregate, 1,094,384 of the Company Shares (each Seller, Non-Signing Seller and Signing Seller shall sell, assign, transfer and deliver to the Purchaser such number of Company Shares appearing opposite the name of such Seller, Signing Seller and Non-Signing Seller in Exhibit A, Exhibit A-1 and Exhibit A-3, respectively, in the column titled “Number of Purchased Shares” – such aggregate Shares, the “Purchased Shares”), representing 50% of the share capital of the Company on a Fully Diluted Basis, and (ii) the Purchaser shall purchase, acquire and accept from the Sellers, the Non-Signing Sellers and the Signing Sellers all of the Purchased Shares, in each case, free and clear of any and all Liens. At the Closing, the Purchaser shall purchase all (and not less than all) of the Purchased Shares.
