Purchase and Sale of the Sale Equity Sample Clauses

Purchase and Sale of the Sale Equity. Upon the terms and subject to the conditions of this Agreement, the Purchaser shall (through its nominees or such other parties identified by the Purchaser to the Transferors (the "TRANSFEREE")), purchase from each Transferor, and each Transferor shall procure the sale to the Purchaser, of the Sale Equity (the "TRANSACTION") which in aggregate shall represent one hundred percent (100%) of the total equity of the Company, free from all charges, liens, encumbrances and other third party claims and interests and together with all rights now or hereafter attached to them, including any and all rights and benefits arising from or associated with such equity interests (including, but not in anyway limited to, all rights and benefits in connection with the Company's retained earnings, and any dividend or other distribution declared, made or paid after the date of this Agreement).
Sample 1
AutoNDA by SimpleDocs
Purchase and Sale of the Sale Equity. Upon the terms and subject to the conditions of this Agreement, the Purchasers shall, through Xxxxx, purchase from each of the Vendors, and each of the Vendors shall procure the sale to Xxxxx, of the Sale Equity (the "ACQUISITION TRANSACTION") which in aggregate shall represent fifty one percent (51%) of the total share equity of the Company, free from all charges, liens, Encumbrances and other third party claims and interests and together with all rights now or hereafter attached to them, including any and all rights and benefits arising from or associated with such equity interests (including, but not in anyway limited to, all rights and benefits in connection with the Company's retained earnings, and any dividend or other distribution declared, made or paid after the date of this Agreement).
Sample 1
Purchase and Sale of the Sale Equity. Upon the terms and subject to the conditions of this Agreement, Transferee shall purchase from Transferor, and Transferor shall sell to the Transferee, of the Sale Equity (the “Transaction”) which shall represent TEN PERCENT (10%) of the total equity of the Company, free from all charges, liens, encumbrances and other third party claims and interests and together with all rights now or hereafter attached to them, including any and all rights and benefits arising from or associated with such equity interests.
Sample 1

Related to Purchase and Sale of the Sale Equity

  • 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 of the Units Upon the terms and subject to the conditions of this Agreement, at the Closing, the Sellers shall severally sell, assign, transfer, convey and deliver, or cause to be sold, assigned, transferred, conveyed and delivered, to the Purchaser, all of the Units, and the Purchaser shall purchase the Units, free and clear of any Encumbrances.

  • Purchase and Sale of the Securities (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter's name in Schedule 1 hereto at a price equal to 98.974% of the principal amount thereof plus accrued interest, if any, from the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.

  • Purchase and Sale of the Assets (a) Purchase and Sale of the Assets. Subject to the terms and conditions of this Agreement and on the basis of the representations, warranties, covenants and agreements herein contained:

  • Purchase and Sale of Acquired Assets At the Closing and subject to the terms and conditions of this Agreement, Seller shall sell, transfer, assign, convey and deliver to Buyer, free and clear of all Encumbrances, other than Permitted Encumbrances, and Buyer shall purchase, acquire, take assignment and delivery from Seller, of all of the right, title and interest of Seller in and to the Acquired Assets, as specified below.

  • Purchase and Sale of the Interests Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell, assign, transfer, convey and deliver, free and clear of all Encumbrances (other than restrictions on transfer of securities imposed by applicable state and federal securities laws) to the Purchaser, the Interests, and the Purchaser shall purchase the Interests.

  • Purchase and Sale of the Sponsor Warrants (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 7,000,000 Sponsor Warrants at a price of $1.00 per warrant for an aggregate purchase price of $7,000,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one day prior to the Initial Closing Date in accordance with the Company’s wiring instructions. On the Initial Closing Date, following the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

  • 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 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.”

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!