Purchase and Sale of the Shares Closing Sample Clauses

Purchase and Sale of the Shares Closing. Subject to and in accordance with the terms and conditions of this Agreement, at the Closing (as defined below) the Seller shall sell, transfer and assign to the Purchaser, and the Purchaser shall purchase and accept the transfer and assignment from the Seller of the Shares subject to the consideration specified in section 2 below (the "Consideration"). The Seller and the Purchaser hereby agree to sign all documents required in order to complete the registration of the transfer and assignment of the Shares in the shareholders register of the Company. The closing of the transaction contemplated herein (the “Closing”) shall occur concurrently with the execution of this Agreement by all Parties hereto. At the Closing the Seller shall deliver to the Purchaser a validly executed share certificate representing the Shares endorsed in the name of the Purchaser and a validly executed share transfer deed regarding the Shares to be purchased by the Purchaser (the "Deed"). The Shares will be transferred to the Purchaser free and clean of any pledge, lien, encumbrance or any third party right.
Sample 1Sample 2Sample 3See All (4)
AutoNDA by SimpleDocs
Purchase and Sale of the Shares Closing. The Purchaser and the Sellers agree as follows:
Sample 1Sample 2Sample 3
Purchase and Sale of the Shares Closing. Section 2.01 Purchase and Sale of the Shares; Deposit 5 Section 2.02 Closing 5 Section 2.03 Place of Closing 5 Section 2.04 Purchase Price Adjustments 6 Section 2.05 Satisfaction of Certain Intercompany Receivables 6 Section 2.06 Vessel Modifications 6
Sample 1Sample 2
Purchase and Sale of the Shares Closing. CONTRIBUTION OF THE SHARES 5 Section 2.01 Purchase and Sale of the Shares 5 Section 2.02 Closing 5 Section 2.03 Place of Closing 5 Section 2.04 Funding of Purchase Price for the Shares; Purchase Price Adjustments 5 Section 2.05 Contribution of the Shares after the Closing 6 Section 2.06 Satisfaction of Certain Intercompany Receivables 6
Sample 1
Purchase and Sale of the Shares Closing. (a) On March 31, 2006 or such earlier date as shall be mutually agreed upon by Seller and Purchaser (the “Closing”), and in consideration of Purchaser’s delivery of the Aggregate Purchase Price (as hereinafter defined) and on and subject to the terms and conditions of this Agreement, Seller will convey, transfer and assign to Purchaser, and Purchaser will purchase from Seller, the Shares, free and clear of any restrictions on transfer, liens, claims, demands, pledges, charges and encumbrances (collectively, “Liens”) whatsoever.
Sample 1
Purchase and Sale of the Shares Closing. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of [ ] Shares. Each of the Shares shall be purchased at the Per Share Closing Price.
Sample 1
Purchase and Sale of the Shares Closing 
Sample 1Sample 2Sample 3See All (26)
AutoNDA by SimpleDocs

Related to Purchase and Sale of the Shares Closing

  • 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 and Warrants 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 and Warrants 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 Shares Closing Subject to the terms and conditions of this Agreement, the Company agrees to sell to Purchaser at the Closing, and Purchaser agrees to purchase from the Company at the Closing, 10,000,000 shares of Common Stock (the “Shares”), at a price per share of $6.00 (the “Purchase Price”). Subject to the satisfaction or waiver of the covenants and conditions set forth in Sections 2.3 and 2.4, the Closing shall occur on the date hereof at the offices of Xxxxxxxx & Xxxxxxxx or such other location as the parties shall mutually agree.

  • Purchase and Sale of the Purchased Shares On and subject to the terms and conditions set forth in this agreement, at Closing Seller shall sell to Purchaser, and Purchaser shall purchase from Seller, the Purchased Shares, free and clear of all Liens.

  • Purchase and Sale of the Warrants (i) As payment in full for the 8,666,667 Warrants being purchased under this Agreement, the Purchaser shall pay $13,000,000 (the “Purchase Price”), by wire transfer of immediately available funds in accordance with the Company’s wiring instructions, at least one (1) business day prior to the effective date of the Registration Statement, or on such other date as the Company and the Purchaser may agree.

  • 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, 4,666,667 Sponsor Warrants at a price of $1.50 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 by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

  • Purchase and Sale Closing 19 Section 2.1 Purchase and Sale of Acquired Assets 19 Section 2.2 Excluded Assets 20 Section 2.3 Assumption of Assumed Liabilities 22 Section 2.4 Excluded Liabilities 23 Section 2.5 Purchase Price 25 Section 2.6 Certain Adjustments to Base Purchase Price 25 Section 2.7 Proration 28 Section 2.8 Allocation of Purchase Price 30 Section 2.9 Closing 30 Section 2.10 Deliveries by Seller at Closing 30 Section 2.11 Deliveries by Buyer at Closing 32 Section 2.12 Guaranties 34 ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER 34 Section 3.1 Organization and Existence 34 Section 3.2 Authority and Enforceability 34 Section 3.3 No Conflicts; Consents and Approvals 34 Section 3.4 Legal Proceedings 35 Section 3.5 Compliance with Laws; Permits 35 Section 3.6 Title to Acquired Assets 36 Section 3.7 Assets Used in Operation of the Facilities 36 Section 3.8 Material Contracts 37 Section 3.9 Insurance 39 Section 3.10 Taxes 39 Section 3.11 Environmental Matters 39 Section 3.12 Employment and Labor Matters 40 Section 3.13 Employee Benefit Plans 42 Section 3.14 Condemnation 42 Section 3.15 Financial Information 42 Section 3.16 Absence of Certain Changes 43 Section 3.17 Real Property 43 Section 3.18 Regulatory Status 44 Section 3.19 Brokers 44 Section 3.20 Complete Copies 44 Section 3.21 Capacity Markets; Winter Reliability Program 44 Section 3.22 Exclusive Representations and Warranties 45

  • Purchase and Sale of the Units At the Closing, upon the terms and subject to the conditions set forth in this Agreement, the Seller shall sell, assign, transfer, deliver and convey to the Buyer, free and clear of any Liens, and the Buyer shall purchase, accept and acquire from the Seller, the Units.

  • Purchase and Sale of Common Shares and Warrants (a)Purchase of Common Shares and Warrants. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly, shall purchase from the Company on the Closing Date (as defined below), the number of Common Shares as is set forth opposite such Buyer's name in column (4) on the Schedule of Buyers, along with the Warrants to acquire up to that number of Warrant Shares as is set forth opposite such Buyer's name in column (5) on the Schedule of Buyers (the “Closing”).

Time is Money Join Law Insider Premium to draft better contracts faster.