Common use of Purchase and Sale of the Shares Clause in Contracts

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. 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 PurchaserCompany, and the Purchaser Company 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. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing (as hereinafter defined)Closing, the Selling Shareholder Seller shall sell, assign, transfer, assign convey 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 liensEncumbrances (other than restrictions on transfer under applicable securities Laws), pledges, security interests, charges, claims, options, rights of first refusal, rights of conversion, exchange or and Purchaser shall purchase, and adverse claims or rights whatsoeverall of the Shares.

Purchase and Sale of the Shares. Upon the terms and subject to the conditions set forth in of this Agreement, at the Closing (as hereinafter defined)Closing, the Selling Shareholder Seller shall sell, assign, transfer, assign convey and deliver to the Purchaser, and the Purchaser shall purchase purchase, acquire and acquire accept from the Selling ShareholderSeller, all right, title and interest in and to the Shares, free and clear of any all Encumbrances (except Permitted Encumbrances and all liens, pledges, security interests, charges, claims, options, rights of first refusal, rights of conversion, exchange or purchase, and adverse claims or rights whatsoeverEncumbrances created by the Purchaser).

Purchase and Sale of the Shares. Upon On the terms and subject to the conditions set forth in this Agreement, at the Closing (as hereinafter defined)Closing, the Selling Shareholder Sellers shall sell, transferconvey, assign assign, transfer and deliver to the PurchaserAcquiror, free and clear of all Liens, and the Purchaser Acquiror shall purchase purchase, acquire and acquire accept from the Selling ShareholderSellers, all of the Sellers’ 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. Upon the terms and subject to the conditions set forth in of this Agreement, at the Closing (as hereinafter defineddefined in Section 2.3 hereof), the Selling Shareholder Stockholder shall sell, assign, transfer, assign convey and deliver to the Purchaser, and the Purchaser shall purchase purchase, acquire and acquire accept from the Selling ShareholderStockholder, all right, title and interest in and to of the Shares, 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 whatsoeverLiens.

Purchase and Sale of the Shares. Upon the terms and subject to the conditions set forth in this Agreementherein, at the Closing (as hereinafter defined), ) the Selling Shareholder shall sell, transfer, assign and deliver Sellers agree to sell to the PurchaserCompany (the "Sale"), and the Purchaser shall Company agrees to purchase and acquire from the Selling ShareholderSellers, all right, title and interest in and to the Shares, free and clear of any and all liens, pledges, security interests, chargespledges, voting agreements, claims, optionsoptions and encumbrances of every kind, rights of first refusal, rights of conversion, exchange or purchase, character and adverse claims or rights whatsoever.description whatsoever ("Liens"

Purchase and Sale of the Shares. Upon the terms and subject to the conditions set forth in of this Agreement, at the Closing (as hereinafter defined)Closing, the Selling Shareholder Sellers shall sell, assign, transfer, assign convey and deliver deliver, or cause to be sold, assigned, transferred, conveyed and delivered to the Purchaser, such number of Shares (“Transfer Shares”) for such a price as set forth in Section 2.2 and any and all right, title and interest of the Sellers in and to such Shares, free and clear of all Encumbrances, and the Purchaser shall purchase and acquire from the Selling Shareholder, all right, title and interest in and to the such 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. Upon the terms and subject to the conditions set forth in this Agreement, at At the Closing (as hereinafter defineddefined below), the Selling Shareholder Buyer shall purchase from the Shareholders, and the Shareholders shall sell, transfer, assign assign, convey and deliver to the Purchaser, and the Purchaser shall purchase and acquire from the Selling ShareholderBuyer, all right, title and interest in and to of the Shares, free and clear of any and all liensmortgage, pledgespledge, security interests, charges, claims, optionshypothecation, rights of first refusalothers, rights claim, security interest, encumbrance, title defect, title retention agreement, voting trust agreement, interest, option, lien, charge or similar restrictions or limitations, including any restriction on the right to vote, sell or otherwise dispose of conversionthe Shares (collectively, exchange or purchase, and adverse claims or rights whatsoever“Liens”).

Purchase and Sale of the Shares. Upon On the terms and subject to the conditions set forth in this Agreement, at the Closing (as hereinafter defined)Closing, the Selling Shareholder each Seller shall sell, transferconvey, assign assign, transfer and deliver to the PurchaserAcquiror, free and clear of all Liens, and the Purchaser Acquiror shall purchase purchase, acquire and acquire accept from the Selling Shareholdereach such Seller, all of such Seller’s right, title and interest in and to the Shares, free and clear including any Shares acquired by any Seller after the execution 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 whatsoeverthis Agreement but prior to the Closing.

Purchase and Sale of the Shares. Upon the terms and subject to the conditions set forth in of this AgreementAgreement and on the basis of the representations, warranties, covenants and agreements contained herein, at the Closing (as hereinafter defined)Closing, each of the Selling Shareholder Sellers shall sell, transferconvey, assign assign, transfer and deliver to the PurchaserAcquiror the Shares owned by the Seller, and the Purchaser Acquiror shall purchase purchase, acquire and acquire accept from the Selling ShareholderSellers, 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. Upon the terms and subject to the conditions set forth in of this Agreement, at the Closing Closing, (as hereinafter defined), a) the Selling Shareholder Sellers shall sell, assign, transfer, assign convey and deliver the Equity Interests to the Purchaser, and the Purchaser shall purchase and acquire from the Selling Shareholder, all right, title and interest in and to the SharesBuyer, free and clear of any and all liensLiens, pledgesother than restrictions on transfer imposed by federal or state securities Laws, security interests, charges, claims, options, rights of first refusal, rights of conversion, exchange or purchasein consideration for the Seller Closing Consideration, and adverse claims or rights whatsoever(b) the Buyer, in reliance on the representations, warranties and covenants of the Company and each Seller contained herein, shall accordingly purchase all of such Equity Interests from the Sellers.

Purchase and Sale of the Shares. Upon On the terms and subject to the conditions set forth in this Agreement, at the Closing (as hereinafter defined)Closing, the Selling Shareholder Seller shall sell, transferdistribute, assign and convey, assign, deliver or otherwise transfer (“Transfer”) to the PurchaserAcquiror, free and clear of all Liens, and the Purchaser shall purchase Acquiror shall, purchase, acquire and acquire accept from the Selling ShareholderSeller, all the Seller’s 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. Upon the terms On and subject to the terms and conditions set forth in of this Agreement, at the Closing (as hereinafter defined)Closing, Buyer shall purchase and take assignment and delivery from the Selling Shareholder Sellers, and the Sellers shall sell, transfer, assign assign, convey and deliver to the Purchaser, and the Purchaser shall purchase and acquire from the Selling ShareholderBuyer, all right, title and interest in and to the Shares, Shares free and clear of any Liens (the “Share Purchase”), which Shares will, at the Closing, represent all of the issued and all liensoutstanding equity securities of the Company, pledges, security interests, charges, claims, options, rights of first refusal, rights of conversion, exchange or purchase, and adverse claims or rights whatsoeverfor the Purchase Price.

Purchase and Sale of the Shares. Upon the terms and subject to the conditions set forth in of this Agreement, at the Closing (as hereinafter defined)Closing, the Selling Shareholder Seller shall sell, transferconvey, assign assign, transfer and deliver to the PurchaserBuyer, and the Purchaser Buyer shall purchase purchase, acquire and acquire accept from the Selling ShareholderSeller, all of Seller’s 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 whatsoeverLiens (other than restrictions under applicable securities laws).

Purchase and Sale of the Shares. Upon the terms and subject to the conditions set forth in of this Agreement, at the Closing (as hereinafter defined)Closing, the Selling Shareholder Seller shall sell, transferassign, assign transfer and deliver convey to the Purchaser, and the Purchaser shall, or shall purchase cause a wholly owned Subsidiary of the Purchaser to, purchase, acquire and acquire accept from the Selling ShareholderSeller, all right, of Seller’s 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 whatsoeverEncumbrances.

Purchase and Sale of the Shares. Upon the terms and subject to the conditions set forth in of this Agreement, at the Closing closing provided for in Section 1.3 hereof (as hereinafter definedthe "Closing"), the Selling Shareholder Seller shall sell, transferconvey, assign assign, transfer and deliver to the PurchaserBuyer, and the Purchaser Buyer shall purchase purchase, acquire and acquire accept from the Selling ShareholderSeller, all right, title and interest in and to the Shares, free and clear of any and all liens, pledgesencumbrances, security interests, chargesmortgages, claimspledges, claims or options, rights of first refusalany kind whatsoever (collectively, rights of conversion, exchange or purchase, and adverse claims or rights whatsoever"Liens").

Purchase and Sale of the Shares. Upon the terms On and subject to the terms and conditions set forth in of this Agreement, at the Closing (as hereinafter defined)Closing, the Selling Shareholder shall sell, transfer, assign and deliver to the Purchaser, and the Purchaser shall purchase and acquire from the Selling Shareholderpurchase, all of Shareholder’s right, title title, and interest in and to the Shares. Shareholder shall transfer and convey, and Purchaser shall purchase, the Shares free and clear of any and all liensLiens, pledges, security interests, charges, claims, options, rights of first refusal, rights of conversion, exchange or purchase, except for restrictions on resale pursuant to applicable state and adverse claims or rights whatsoeverfederal securities laws.

Purchase and Sale of the Shares. Upon the terms and subject to the conditions set forth in this Agreement, at on the Closing Date (as hereinafter defined), Seller shall sell the Selling Shareholder shall sell, transfer, assign and deliver Shares to the PurchaserBuyer, and the Purchaser Buyer shall purchase and acquire the Shares from the Selling Shareholder, all right, title and interest in and to the SharesSeller, free and clear of any and all any mortgages, deeds of trust, pledges, title defects or objections, liens, pledgesclaims, security interests, charges, claims, optionsprior assignments, rights of first refusal, rights options and encumbrances of conversion, exchange or purchase, and adverse claims or rights whatsoeverany kind (“Encumbrances”).

Purchase and Sale of the Shares. Upon the terms and subject to the conditions set forth in of this Agreement, at the Closing (as hereinafter defined)Closing, the Selling Shareholder Seller shall sell, transfer, assign and deliver sell the Shares with full title guarantee to the Purchaser, and the Purchaser shall purchase and acquire from the Selling Shareholder, all right, title and interest in and to the SharesBuyer, free and clear of all Encumbrances together with all rights attaching to them as at Closing (including the right to receive all dividends, return of capital or any other distributions declared, made or paid with effect from and all liens, pledges, security interests, charges, claims, options, rights of first refusal, rights of conversion, exchange or purchaseafter the Closing), and adverse claims or rights whatsoeverthe Buyer shall purchase the Shares from the Seller.

Purchase and Sale of the Shares. Upon the terms and subject to the conditions set forth in of this Agreement, at the Closing (as hereinafter defined)Closing, the Selling Shareholder Seller shall sell, assign, transfer, assign convey and deliver the Shares to the Purchaser, and the Purchaser shall purchase and acquire acquire, the Shares from the Selling Shareholder, all right, title and interest in and to the SharesSeller, free and clear of any all Liens (other than transfer restrictions under applicable federal and all liens, pledges, security interests, charges, claims, options, rights of first refusal, rights of conversion, exchange or purchase, and adverse claims or rights whatsoeverstate securities Laws).

Purchase and Sale of the Shares. Upon On the terms and subject to the conditions set forth in this Agreementherein, at the Closing (as hereinafter defined), the Selling Shareholder Sellers shall sell, transferassign, assign transfer and deliver to the Purchaser, Purchaser and the Purchaser shall purchase and acquire from the Selling Shareholder, all right, title and interest in and to accept the Shares, free and clear of any and all liens, pledgesmortgages, security interests, pledges, charges, claims, options, other rights of first refusalthird parties or other encumbrances (collectively, rights of conversion, exchange or purchase, and adverse claims or rights whatsoever“Liens”).

Purchase and Sale of the Shares. Upon At the terms and subject to the conditions set forth in this Agreement, at the Closing (as hereinafter defined)Closing, the Selling Shareholder Purchaser shall purchase (or cause to be purchased) from the Seller, and the Seller shall sell, transfer, assign assign, convey and deliver to the Purchaser, and the Purchaser shall purchase and acquire from the Selling Shareholder, all right, title and interest in and to of the Shares, free and clear of any and all liensmortgage, pledgespledge, security interests, charges, claims, optionshypothecation, rights of first refusalothers, rights of conversionclaim, exchange security interest, encumbrance, title defect, title retention agreement, voting trust agreement, interest, option, lien, charge or purchasesimilar restrictions or limitations (collectively, and adverse claims or rights whatsoever“Liens”).

Purchase and Sale of the Shares. Upon the terms and subject to the conditions set forth in of this Agreement, at the Closing (as hereinafter defined)Closing, the Selling Shareholder shall sell, transfer, assign and deliver to the Purchaser, and the Purchaser shall purchase and acquire the Shares from the Selling ShareholderSellers, all rightand the Sellers shall sell, title assign, transfer, convey and interest in and deliver the Shares to the SharesPurchaser, free and clear of any and all liensLiens, pledges, security interests, charges, claims, options, rights except for transfer restrictions of first refusal, rights of conversion, exchange general applicability imposed under federal or purchase, and adverse claims or rights whatsoeverstate securities Laws.

Purchase and Sale of the Shares. Upon Subject to the terms and subject to the conditions set forth in this Agreement, at the Closing (as hereinafter defined)Closing, the Selling Shareholder Seller shall sell, assign, transfer, assign convey and deliver the Shares to the PurchaserBuyers, and the Purchaser Buyers shall purchase and acquire from the Selling ShareholderSeller, all right, title and interest in in, to and to under the SharesShares from Seller, free and clear of any and all lienslien, pledgesclaim, option, mortgage, pledge, security interestsinterest, chargescharge, claimsencumbrance or other restriction of any nature whatsoever (each, options, rights a “Lien”) or right or claim of first refusal, rights of conversion, exchange or purchase, and adverse claims or rights whatsoeverothers.

Purchase and Sale of the Shares. Upon At the terms and subject to the conditions set forth in this Agreement, at the Closing (as hereinafter defined)Closing, the Selling Shareholder Purchaser shall purchase (or cause to be purchased) from the Sellers, and the Sellers shall sell, transfer, assign assign, convey and deliver to the Purchaser, and the Purchaser shall purchase and acquire from the Selling Shareholder, all right, title and interest in and to of the Shares, free and clear of any and all liensmortgage, pledgespledge, security interests, charges, claims, optionshypothecation, rights of first refusalothers, rights of conversionclaim, exchange security interest, encumbrance, title defect, title retention agreement, voting trust agreement, interest, option, lien, charge or purchasesimilar restrictions or limitations (collectively, and adverse claims or rights whatsoever“Liens”).