Purchase and Sale of the Sale Shares. Upon the terms and subject to the conditions of this Agreement, on the Closing Date (as defined in Article 2.01 hereof), each Seller shall sell, assign, transfer and deliver to the Purchaser, and the Purchaser shall purchase and acquire from each Seller, his/her portion of the Sale Shares, together with all rights attached or accrued thereto including the right to all dividends and distributions declared, paid or made in respect thereof on or after the date hereof.
Purchase and Sale of the Sale Shares. Subject to the terms and conditions of this Agreement, Vendor hereby agrees to sell, transfer and deliver the Share package 1 to Purchaser 1 and the Share package 2 to Purchaser 2; and the Purchaser 1 agrees to purchase Share package 1 at the Closing; while Purchaser 2 agrees to purchase Share package 2 at the Closing. In consideration of the sale, transfer and delivery of the Sale Shares by the Vendor, the Purchaser 1 shall pay 51% of the Consideration for Share1 package and Purchaser 2 shall pay 49% of Consideration for Share2 package to the Vendor as set out below: The Sale Shares endorsed to blank are deposited with Commerzbank (physically with MKB).
2.1.1 Purchaser 1 shall pay a part of Consideration 1 and Purchaser 2 shall pay the outstanding amount of Consideration 1 to Vendor, as calculated in Schedule 1, in cash by wire transfer, as set out in Section 3.2.1 below, at Closing; and
2.1.2 Purchaser 1 shall pay a part of Consideration 2 calculated on the basis of the number of the Transferable EMVELCO Shares 1 while the outstanding amount of Consideration 2 shall be paid by Purchaser 2 calculated on the basis of the number of the Transferable EMVELCO Shares 2 to Vendor. The Parties agree that Consideration 2 shall be paid at Closing in Transferable EMVELCO shares, as calculated in accordance with Section 2.2. The Consideration for the Sale Shares consists of two elements: Consideration 1 payable in cash, and Consideration 2 payable in Transferable EMVELCO Shares. The Parties acknowledge that the Sale Shares are issued for the previous company name of the Company (AM-IT Informatikai Szolgáltató és Kereskedelmi Részvénytársaság) and the Sale Shares are deposited with Commerzbank endorsed blank.]
Purchase and Sale of the Sale Shares. At the Closing, the Buyer shall purchase from the Seller, and the Seller shall sell, transfer, assign and deliver to the Buyer, all the Sale Shares, free and clear of any and all Liens.
Purchase and Sale of the Sale Shares. Subject to the terms and conditions of this Agreement, and in reliance on the representations, warranties and covenants contained herein, at the Closing (as defined in Section 1.3), the Seller agrees to sell, assign, convey, transfer and deliver to the Purchaser, and the Purchaser agrees to purchase and accept from the Seller, the Sale Shares.
Purchase and Sale of the Sale Shares. (a) BASIC TRANSACTION On and subject to the terms and conditions of this Agreement, Buyer agrees to purchase from Seller, and Seller agrees to sell to Buyer, the Sale Shares for the consideration specified below in this clause 2.
(b) PURCHASE PRICE Buyer shall pay to Seller at the Closing, except as provided in clause 2(c) below, the aggregate price of 10 million United States Dollars (US$10 million) (the "Purchase Price") in cash by wire transfer in immediately available funds to Seller's bank account as shall be nominted by Seller prior to Closing and shall procure the allotment or transfer to Seller (or such other person as Seller may nominate) 493,510 newly issued shares ("IWC Shares") of common stock of International Wireless
(c) THE CLOSING The closing of the transaction contemplated by this Agreement (the "Closing") shall take place at the offices of Motorola International Development Corporation in London, in the United Kingdom, commencing at 3:00 p.m. local time on or before 14th August, 1997, contingent upon the Parties being satisfied or having waived in writing all conditions to the obligations of the Parties to consummate the transaction contemplated thereby (other than conditions with respect to actions the respective Parties will take at the Closing itself). The Closing Date may be extended by Buyer to 16th September, 1997 and thereafter only by mutual agreement of the Parties.
Purchase and Sale of the Sale Shares. (a) BASIC TRANSACTION On and subject to the terms and conditions of this Agreement, Buyer agrees to purchase from Seller, and Seller agrees to sell to Buyer, the Sale Shares for the consideration specified below in this clause 2.
(b) PURCHASE PRICE Buyer shall pay to Seller at the Closing, except as provided in clause 2(c) below, the aggregate price of thirty four million four hundred and forty one thousand United States Dollars (US$34,441,000) in cash by wire transfer in immediately available funds to Seller's bank account, number 00000000 at Citibank N.A. in New York, New York (the "Purchase Price").
Purchase and Sale of the Sale Shares. Effective as of the Effective Date, as set forth in Section 12.3, the Buyer shall purchase from the Sellers, and the Sellers shall sell, transfer, assign and deliver to the Buyer, all of the Sale Shares, free and clear of any and all Liens.
Purchase and Sale of the Sale Shares. (a) The Investor hereby agrees to exchange, sell, assign, transfer and deliver to the Company, and the Company hereby agrees to purchase and acquire from the Investor, on the Closing Date (as hereinafter defined), the Sale Shares, free from any charge, lien, encumbrance or adverse claim of any kind whatsoever.
(b) The Company hereby agrees to pay and to issue to the Investor, and the Investor hereby agree to purchase and acquire from Company, on the Closing Date, the Cash Consideration.
Purchase and Sale of the Sale Shares. Section 2.1 Purchase and Sale of the Sale Shares Subject to all of the terms and conditions of this Agreement and in reliance on the covenants, representations and warranties contained herein, the Seller shall sell, convey, transfer, assign and deliver to the Buyer, and the Buyer shall purchase and acquire from the Seller, all of the Seller's ownership rights and interest in and to the Sale Shares, free and clear of all Liens other than Liens created by the Shareholder's Agreement or imposed by applicable Laws.
Purchase and Sale of the Sale Shares. 2.1. Subject to, and in accordance with, the terms and conditions of this Agreement, and subject to the fulfilment, waiver or deferral of the Conditions Precedent, on the Closing Date, the Buyer agrees, relying on the Seller Warranties to purchase from the Seller, and the Seller agrees relying on the Buyer Warranties to sell, Transfer, assign and deliver to the Buyer, together with all right, title, interest and benefit appertaining thereto, the Sale Shares, free and clear of all Encumbrances.
2.2. Title to, beneficial ownership of, and any risk attaching to, the Sale Shares shall pass on the Closing Date from the Seller to the Buyer together with all associated rights and benefits attaching or accruing to the Sale Shares on Closing.
2.3. The Seller and the Founders are deemed to have irrevocably waived any right of pre-emption conferred on it respectively by the Charter Documents of the Company or any other document or otherwise over any of the Sale Shares and consents to the sale of the Sale Shares in accordance with the terms of this Agreement. Waiver under this Clause shall be deemed to have not been made if Closing does not occur in accordance with the terms of this Agreement.
2.4. The Seller shall not be obliged to sell, and the Buyer shall not be obliged to purchase any of the Sale Shares unless the purchase of all the Sale Shares is completed simultaneously. Further notwithstanding anything contained in this Agreement, it is agreed that the Seller shall not be entitled to Transfer any or all of the Sale Shares, and the Buyer shall not, directly or indirectly in any manner whatsoever, purchase from the Seller any or all of the Sale Shares, unless the Seller Transfers all the Sale Shares to the Buyer on Closing.
2.5. The shareholding pattern of the Company on the Effective Date, immediately prior to Closing and immediately following Closing on the Closing Date are set forth in Part A, Part B and Part C of Schedule IV (Capital Structure), respectively.
