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”).
Appears in 2 contracts
Samples: Securities Purchase Agreement (Firstmerit Corp /Oh/), Securities Purchase Agreement
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 [] Shares at a purchase price of $1.50 per Share (the “Purchased Shares”), free and clear of all Liens. The aggregate purchase price for the Purchased 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”).
Appears in 2 contracts
Samples: Exchange Agreement, Exchange Agreement
Purchase and Sale of the Shares. Subject to, and on the terms and conditions of, this Agreement, effective at the Closing, the Purchaser Company will purchase from the Seller, and the Seller will sell, transfer, convey, assign and deliver to the Purchaser, all of Company the SharesPurchased Shares set forth herein, free and clear of all LiensLiens other than restrictions on transfer imposed by federal and state securities laws. The aggregate purchase price for the Purchased Shares shall be an amount in cash equal to $141,699.21 (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”).
Appears in 1 contract
Samples: Stock Purchase Agreement (Broadway Financial Corp \De\)
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 [ν] Shares at a purchase price of $1.50 per Share (the “Purchased Shares”), free and clear of all Liens. The aggregate purchase price for the Purchased Shares shall be an amount in cash equal to $[ν] (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”).
Appears in 1 contract
Samples: Securities Purchase Agreement (First Security Group Inc/Tn)
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 Seven Million Dollars ($300,000,0007,000,000) plus (b) all of the accrued and unpaid dividends on the Shares through and including the Closing Date (togethercollectively, the “Purchase Price”).
Appears in 1 contract
Samples: Securities Purchase Agreement
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 [—] Shares at a purchase price of $2.00 per Share (the “Purchased Shares”), free and clear of all Liens. The aggregate purchase price for the Purchased 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”).
Appears in 1 contract
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 20,000,000 Shares at a purchase price of $0.10 per Share (the “Purchased Shares”), free and clear of all Liens. The aggregate purchase price for the Purchased Shares shall be an amount in cash equal to $2,000,000 (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”).
Appears in 1 contract
Samples: Securities Purchase Agreement
Purchase and Sale of the Shares. Subject to, and on the terms and conditions of, this Agreement, effective at the Closing, the Purchaser Company will purchase from the Seller, and the Seller will sell, transfer, convey, assign and deliver to the PurchaserCompany, 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 Six Hundred Million Thousand Dollars ($300,000,000600,000.00) plus (b) all of the accrued and unpaid dividends on the Shares through and including the Closing Date (together, the “Purchase Price”).
Appears in 1 contract
Samples: Securities Purchase Agreement
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 [] Shares at a purchase price of $2.00 per Share (the “Purchased Shares”), free and clear of all Liens. The aggregate purchase price for the Purchased 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”).
Appears in 1 contract
Samples: Exchange Agreement
Purchase and Sale of the Shares. Subject to, and on the terms and conditions of, this Agreement, effective at the Closing, the Purchaser Company will purchase from the Seller, and the Seller will sell, transfer, convey, assign and deliver to the PurchaserCompany, 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 Two Million Five Hundred Million Dollars Thousand ($300,000,0002,500,000) plus (b) all of the accrued and unpaid dividends on the Shares through and including the Closing Date (together, the “Purchase Price”).
Appears in 1 contract
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 26,164 Shares at a purchase price of $2.00 per Share (the “Purchased Shares”), free and clear of all Liens. The aggregate purchase price for the Purchased Shares shall be an amount in cash equal to $52,328 (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”).
Appears in 1 contract
Samples: Securities Purchase Agreement
Purchase and Sale of the Shares. Subject to, and on the terms and conditions of, this Agreement, effective at the Closing, the Purchaser Company will purchase from the SellerStockholder, and the Seller Stockholder will sell, transfer, convey, assign and deliver to the PurchaserCompany, 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) 5.2 billion plus (b) all of the accrued and unpaid dividends on with respect to the Shares through and including as of the Closing Date (together, the “Share Purchase Price”).
Appears in 1 contract
Samples: Agreement in Respect of Securities (Ally Financial Inc.)
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 289,000 Shares at a purchase price of $2.00 per Share (the “Purchased Shares”), free and clear of all Liens. The aggregate purchase price for the Purchased Shares shall be an amount in cash equal to $578,000 (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”).
Appears in 1 contract
Samples: Securities Purchase Agreement
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 62,500 Shares at a purchase price of $2.00 per Share (the “Purchased Shares”), free and clear of all Liens. The aggregate purchase price for the Purchased Shares shall be an amount in cash equal to $125,000 (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”).
Appears in 1 contract
Samples: Securities Purchase Agreement
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 the sum of (ai) Three Hundred Million Dollars $4,725,000 and ($300,000,000ii) plus (b) all of the accrued and unpaid dividends on the Shares through and including thereon to, but excluding, the Closing Date (together, the “Purchase Price”).
Appears in 1 contract
Samples: Securities Purchase Agreement
Purchase and Sale of the Shares. Subject to, and on On the terms and subject to the conditions of, of this Agreement, effective at the ClosingClosing (as defined in Section 1.02), the Purchaser will purchase from the Seller, and the Seller will shall sell, transfer, convey, assign transfer and deliver to the Purchaser, all and Purchaser shall purchase from Seller, the fully paid and nonassessable Shares for an aggregate cash purchase price of U.S.$400,000,000 (the "Purchase Price"), payable as set forth in Section 1.03. The purchase and sale of the Shares, free and clear of all Liens. The aggregate purchase price for Shares is referred to in this Agreement as 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”)"Acquisition".
Appears in 1 contract
Samples: Stock Purchase Agreement (Rj Reynolds Tobacco Holdings Inc)
Purchase and Sale of the Shares. Subject to, and on the terms and conditions of, this Agreement, effective at the Closing, the Purchaser Company will purchase from the Seller, and the Seller will sell, transfer, convey, assign and deliver to the PurchaserCompany, all of the Shares, free and clear of all Liens. The aggregate purchase price for the Shares Shares, including any and all accrued and unpaid dividends, shall be an amount in cash equal to (a) Three Hundred One Million Forty Four Thousand Dollars ($300,000,0001,044,000.00) plus (b) all of the accrued and unpaid dividends on the Shares through and including the Closing Date (together, the “Purchase Price”).
Appears in 1 contract
Samples: Securities Purchase Agreement
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 574,000 Shares at a purchase price of $1.50 per Share (the “Purchased Shares”), free and clear of all Liens. The aggregate purchase price for the Purchased Shares shall be an amount in cash equal to $861,000.00 (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”).
Appears in 1 contract
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 [⬤] Shares at a purchase price of $2.00 per Share (the “Purchased Shares”), free and clear of all Liens. The aggregate purchase price for the Purchased 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”).
Appears in 1 contract
Samples: Exchange Agreement
Purchase and Sale of the Shares. Subject to, and on Upon the terms and subject to the conditions of, of this Agreement, effective at the Closing, the Purchaser will purchase from Sellers shall sell, assign, transfer, convey and deliver the SellerShares and the Partnership Intercompany Notes to the Buyer, and the Seller will sellBuyer shall purchase the Shares and the Partnership Intercompany Notes from the Sellers, transfer, convey, assign and deliver to the Purchaser, all of the Shares, free and clear of all Liens. The for an aggregate purchase price for of $1,165,000,000 (the Shares shall be an amount in cash equal "Base Purchase Price"), as adjusted pursuant to this Agreement (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 (togetheras so adjusted, the “"Purchase Price”").
Appears in 1 contract
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 350,000 Shares at a purchase price of $2.00 per Share (the “Purchased Shares”), free and clear of all Liens. The aggregate purchase price for the Purchased Shares shall be an amount in cash equal to $700,000 (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”).
Appears in 1 contract
Samples: Securities Purchase Agreement