Purchase and Sale of the Equity Interests. On the terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase and accept from Seller, the Equity Interests, free and clear of all Encumbrances, except any Encumbrances arising under applicable securities Laws.
Appears in 2 contracts
Samples: Securities Purchase Agreement (United States Cellular Corp), Securities Purchase Agreement (Telephone & Data Systems Inc /De/)
Purchase and Sale of the Equity Interests. On the terms and subject to the conditions of this Agreement, at At the Closing, the Seller shall sell, transfer, assignconvey, convey assign and deliver to Buyerthe Purchaser, and Buyer the Purchaser shall purchase purchase, acquire and accept from the Seller, all right, title and interest in, to and under the Equity Interests, free and clear of all Encumbrances, except any Encumbrances arising under Liens (other than Liens imposed by applicable securities Laws).
Appears in 2 contracts
Samples: Equity and Asset Purchase Agreement (Liberty Tax, Inc.), Equity and Asset Purchase Agreement (Sears Hometown & Outlet Stores, Inc.)
Purchase and Sale of the Equity Interests. On Subject to the terms and subject to the conditions of this Agreement, at the Closing, Seller Sellers shall sell, transfer, assign, convey transfer and deliver to BuyerAcquiror, and Buyer shall Acquiror will purchase and accept acquire from SellerSellers, all of the Equity Interests, free and clear of all Encumbrances, except any Encumbrances Liens other than Liens (i) arising under the Securities Act and applicable state and comparable foreign securities Lawslaws or (ii) created or incurred by or at the direction of Acquiror.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Gates Global Inc.), Stock Purchase Agreement (Pinafore Holdings B.V.)
Purchase and Sale of the Equity Interests. On Subject to the terms and subject to the conditions of this Agreement, at the Closing, Seller Sellers shall sell, transfer, assign, convey transfer and deliver to BuyerAcquiror, and Buyer shall Acquiror will purchase and accept acquire from SellerSellers, all of the Equity Interests, free and clear of all Encumbrances, except any Encumbrances arising under applicable securities LawsLiens.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Gates Global Inc.), Stock Purchase Agreement (Pinafore Holdings B.V.)
Purchase and Sale of the Equity Interests. On Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing, Seller shall sell, transferconvey, assign, convey transfer and deliver to Buyer, and Buyer shall purchase and accept acquire from Seller, the Equity Interests, free and clear of all Encumbrances, except any Encumbrances arising other than restrictions imposed under applicable securities Laws., as partial consideration for the Purchase Price. Exhibit 2.1
Appears in 1 contract
Samples: Asset and Equity Purchase Agreement (Cytori Therapeutics, Inc.)
Purchase and Sale of the Equity Interests. On At the Closing, on the terms and subject to the conditions of set forth in this Agreement, at the Closing, Seller shall sell, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase and accept from Seller, and accept the transfer of, all of Seller’s right, title and interest in and to the Equity Interests, Interests free and clear of all Encumbrances, except any Encumbrances arising under applicable securities LawsLiens other than Permitted Liens.
Appears in 1 contract
Purchase and Sale of the Equity Interests. On the terms and subject to the conditions of set forth in this Agreement, at the Closing, Seller shall sell, transferconvey, assign, convey transfer and deliver to Buyer, and Buyer shall purchase and accept from Seller, the Equity Interests, free and clear of all Encumbrances, except any Encumbrances arising Liens other than Buyer Liens and Liens under applicable securities Laws, and Buyer shall purchase, acquire and accept from Seller, all of Seller’s right, title and interest in and to the Acquired Interests.
Appears in 1 contract
Samples: Equity Purchase Agreement (Navigant Consulting Inc)
Purchase and Sale of the Equity Interests. On Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing, Seller shall sell, transferconvey, assign, convey transfer and deliver to Buyer, and Buyer shall purchase and accept acquire from Seller, the Equity Interests, free and clear of all Encumbrances, except any Encumbrances arising other than restrictions imposed under applicable securities Laws, as partial consideration for the Purchase Price.
Appears in 1 contract
Samples: Asset and Equity Purchase Agreement (Cytori Therapeutics, Inc.)
Purchase and Sale of the Equity Interests. On the terms and subject to the conditions of this Agreementset forth herein, at the Closing, Seller shall agrees to sell, transferconvey, assign, convey assign and deliver transfer to Buyer, and Buyer shall purchase and accept from Seller, the Equity Interests, free and clear of all EncumbrancesEncumbrances (other than those arising pursuant to the Organizational Documents of the Company, except any Encumbrances arising under this Agreement or applicable securities Laws, or that will be discharged at or prior to the Closing), and Buyer agrees to purchase, acquire and accept from Seller, all right, title and interest of Seller in and to the Equity Interests of the Company.
Appears in 1 contract
Samples: Omnibus Agreement (NextDecade Corp.)