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 Shares. Subject to the terms and conditions hereof and in reliance upon the representations and warranties of the parties contained or incorporated by reference herein, simultaneous with the execution hereof, the Company shall sell and deliver to the Buyer, and the Buyer shall purchase from the Company, the Shares, in consideration of the payment of the Purchase Price noted herein.
Purchase and Sale of the Shares a. Purchaser hereby agrees to make the Offer. Each Stockholder hereby severally agrees that it shall tender its Shares and any shares subsequently acquired pursuant to exercises after the date hereof of options or warrants to purchase Common Stock (the "Subject Shares") into the Offer in accordance with the terms and conditions of the Offer and that it shall not withdraw any Subject Shares so tendered unless the Merger Agreement is terminated in accordance with its terms. In addition, each Stockholder hereby severally agrees to sell to Merger Sub, and Merger Sub hereby agrees to purchase, all such Stockholder's Subject Shares at a price per Share equal to $25.50 or such higher price per Share as may be offered by Merger Sub in the Offer (the "Purchase Price"), provided that such obligation to purchase is subject to Merger Sub having accepted Shares for payment under the Offer and the Minimum Condition (as defined in Exhibit A to the Merger Agreement) and other conditions set forth in Exhibit A of the Merger Agreement having been satisfied, which conditions (other than the Minimum Condition) may be waived by Merger Sub in its sole discretion. Notwithstanding anything to the contrary herein, the Subject Shares which are shares of Class A Common Stock, shall not, in the aggregate for all purposes of this Agreement, exceed 49.9% of the then outstanding shares of Class A Common Stock, and the number of Subject Shares shall be reduced on a share-for-share basis for any Shares owned by Purchaser or any affiliate thereof as of the date hereof. The Subject Shares as of the date hereof are set forth on Exhibit B hereto.
b. Each Stockholder hereby grants to Purchaser an irrevocable option (collectively, the "Option") to purchase such Stockholder's Subject Shares at a price per Share equal to the Purchase Price, exercisable in whole but not in part during the one year period after (i) termination of the Merger Agreement pursuant to Section 8.3(b) or 8.4(b) thereof or (ii) a Competing Transaction Termination (as defined in the Merger Agreement). In the event Purchaser wishes to exercise the Option, Purchaser shall send a written notice to each Stockholder specifying the place, date and time for the closing of such purchase at least 5 business days in advance of the date of such closing. Any such purchase shall be subject to the expiration of any applicable waiting period under the HSR Act and pre-merger approval required by the German Federal Cartel Office.
Purchase and Sale of the Shares. Subject to the terms and conditions of this Agreement, on the Closing Date, each of the Investors shall severally, and not jointly, purchase, and the Company shall sell and issue to the Investors, the Shares in the respective amounts set forth opposite the Investors’ names on the signature pages attached hereto in exchange for the Purchase Price as specified in Section 3 below.
Purchase and Sale of the Shares. Subject to the terms and conditions of this Agreement, the Company agrees to sell to the Purchaser and the Purchaser agrees to purchase from the Company on the Closing (as defined below) 1,333,333 shares of the Company’s Common Stock, par value $0.001 per share (the “Shares”), at a price of $0.02 per share (the “Purchase Price”), for an aggregate purchase price of $26,666.66.
Purchase and Sale of the Shares. Subject to the terms and conditions of this Agreement and on the basis of the representations, warranties, covenants and agreements herein contained, at the Closing, the Seller agrees to sell, assign and convey the Shares to the Purchaser, and the Purchaser agrees to purchase, acquire and accept the Shares from the Seller.
Purchase and Sale of the Shares. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing (as hereinafter defined), the Selling Shareholder shall sell, transfer, assign and deliver to the Purchaser, and the Purchaser shall purchase and acquire from the Selling Shareholder, all right, title and interest in and to the Shares, free and clear of any and all liens, pledges, security interests, charges, claims, options, rights of first refusal, rights of conversion, exchange or purchase, and adverse claims or rights whatsoever.
Purchase and Sale of the Shares. Subject to the terms and conditions of this Agreement, and in reliance upon the representations, warranties, and covenants contained in this Agreement, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of all Liens, all right, title and interest in and to all of the Shares owned by Seller.
Purchase and Sale of the Shares. On the terms and subject to the conditions of this Agreement, at the Closing, each Seller shall sell, transfer and deliver to Acquiror, and Acquiror shall purchase from such Seller, the Shares owned by such Seller free and clear of all Liens for a purchase price to such Seller (with respect to each such Seller, the “Purchase Price”), in cash, without interest, equal to the product of (a) the Closing Payment and (b) the Pro Rata Portion of such Seller.
Purchase and Sale of the Shares. Subject to, and on the terms and conditions of, this Agreement, effective at the Closing, the Purchaser will purchase from the Seller, and the Seller will sell, transfer, convey, assign and deliver to the Purchaser, all of the Shares, free and clear of all Liens. The aggregate purchase price for the Shares shall be an amount in cash equal to (a) Three Hundred Million Dollars ($300,000,000) plus (b) all of the accrued and unpaid dividends on the Shares through and including the Closing Date (together, the “Purchase Price”).
