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.
Appears in 2 contracts
Samples: Equity Purchase Agreement (Surgalign Holdings, Inc.), Equity Purchase Agreement (Xtant Medical Holdings, Inc.)
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 set forth in this Agreement, at the Closing (as defined below), the Seller shall sell, assign, transfer, convey sell and deliver transfer to Buyer, and Buyer shall purchase and acquire receive from the Seller, all of the Shares, free and clear of all Liensany liens or encumbrances other than those imposed by applicable securities laws, all rightthose incurred by Buyer or those imposed by this Agreement, title and interest in and to all of the Shares owned Note (as defined below) or the other agreements, instruments or documents contemplated by Sellerthis Agreement (collectively with this Agreement, the “Transaction Documents”).
Appears in 2 contracts
Samples: Stock Purchase Agreement (Spectrum Global Solutions, Inc.), Stock Purchase Agreement (Intercloud Systems, Inc.)
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 set forth in this Agreement, at the Closing (as defined below), the Seller shall sell, assign, transfer, convey sell and deliver transfer to Buyer, and Buyer shall purchase and acquire receive from the Seller, all of the Shares, free and clear of all Liensany liens or encumbrances other than those imposed by applicable securities laws, all rightthose incurred by Buyer or those imposed by this Agreement or the other agreements, title and interest in and to all of instruments or documents contemplated by this Agreement (collectively with this Agreement, the Shares owned by Seller“Transaction Documents”).
Appears in 2 contracts
Samples: Stock Purchase Agreement (Spectrum Global Solutions, Inc.), Stock Purchase Agreement (Intercloud Systems, Inc.)
Purchase and Sale of the Shares. Subject to Upon the terms and subject to the conditions of this Agreement, and in reliance upon at the representationsClosing, warranties, and covenants contained in this Agreement, the Seller shall sell, convey, assign, transfer, convey transfer and deliver to Buyerthe Purchasers, and Buyer shall purchase the Purchasers shall, severally and not jointly, purchase, acquire and accept from the Seller, free and clear of all Liens, all right, title and interest in and to the Shares, free and clear of any and all of Liens, except for any Liens arising under the Shares owned by SellerSecurities Act or any applicable state securities Laws.
Appears in 2 contracts
Samples: Stock Purchase Agreement (OCM Principal Opportunities Fund IV, LP), Stock Purchase Agreement (OCM Principal Opportunities Fund IV, LP)
Purchase and Sale of the Shares. Subject Upon and 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, assignand Purchaser shall purchase, 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 SellerShares.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Atlantic American Corp), Stock Purchase Agreement (Fuqua Enterprises Inc)
Purchase and Sale of the Shares. Subject to Upon the terms and subject to the conditions of this Agreement, and in reliance upon at the representations, warranties, and covenants contained in this AgreementClosing, Seller shall sell, convey, assign, transfer, convey transfer and deliver to Buyer, and Buyer shall purchase purchase, acquire and acquire accept from Seller, free and clear all of all Liens, all Seller’s right, title and interest in and to the Shares, free and clear of all of the Shares owned by SellerLiens (other than restrictions under applicable securities Laws).
Appears in 2 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (Armstrong Flooring, Inc.)
Purchase and Sale of the Shares. Subject to Upon the terms and subject to the conditions of this Agreement, and at the Closing provided for in reliance upon the representations, warranties, and covenants contained in this AgreementSection 1.3, Seller shall sell, convey, assign, transfer, convey transfer and deliver to Buyer, and Buyer shall purchase purchase, acquire and acquire accept from Seller, free and clear all of all Liens, all Seller’s right, title and interest in and to all of the Shares owned by Sellerfree and clear of all Liens, other than Permitted Liens.
Appears in 2 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (Kratos Defense & Security Solutions, Inc.)
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 set forth in this Agreement, Seller shall Sellers irrevocably agree to sell, assign, transfer, convey and deliver to BuyerPurchaser, and Buyer shall Purchaser agrees to purchase and acquire from SellerSellers, all of the Shares free and clear of any and all Liens, all right, title and interest Encumbrances for the consideration specified in and to all of the Shares owned by Sellerthis Article II.
Appears in 2 contracts
Samples: Share Purchase Agreement, Share Purchase Agreement (VelaTel Global Communications, Inc.)
Purchase and Sale of the Shares. Subject to Upon the terms and subject to the conditions of this Agreement, concurrent with the execution and in reliance upon the representations, warranties, and covenants contained in delivery of this Agreement, the Seller shall sell, assign, transfer, convey and deliver deliver, or cause to Buyerbe sold, assigned, transferred, conveyed and delivered, to the Purchaser, the Shares, and Buyer the Purchaser 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 SellerShares.
Appears in 1 contract
Samples: Stock Purchase Agreement (Vizirgianakis Stavros G.)
Purchase and Sale of the Shares. Subject to Upon the terms and subject to the conditions of this Agreement, and in reliance upon at the representations, warranties, and covenants contained in this AgreementClosing, Seller shall sell, transfer, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase and acquire accept from Seller, legal and beneficial ownership of all of the Shares, free and clear of all Liens, all right, title and interest in and to all of the Shares owned Encumbrances (other than Encumbrances imposed by Sellerapplicable Law).
Appears in 1 contract
Purchase and Sale of the Shares. Subject to the terms and conditions of this Agreement, and in reliance upon at the representationsClosing, warranties, and covenants contained in this Agreement, the Seller shall sell, assignconvey, transfer, convey assign and deliver to Buyer, and Buyer shall purchase and acquire from SellerPurchaser, free and clear of all Liens, and Purchaser shall purchase from the Seller, all of the Seller’s right, title and interest in in, to and to under all of the Shares owned (such purchase and sale of the Shares by Sellerthe Purchaser shall be referred to collectively as the “Purchase and Sale”).
Appears in 1 contract
Purchase and Sale of the Shares. Subject to On the terms and subject to the conditions of set forth in this Agreement, and in reliance upon at the representations, warranties, and covenants contained in this AgreementClosing, Seller shall sell, convey, assign, transfer, convey transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of all Liens other than Buyer Liens, and Buyer shall purchase, acquire and accept from Seller, all of Seller’s right, title and interest in and to all of the Shares owned by SellerShares.
Appears in 1 contract
Purchase and Sale of the Shares. Subject to Upon the terms and subject to the conditions of this Agreement, and in reliance upon contemporaneously with the representations, warranties, and covenants contained in execution of this Agreement, Seller the Sellers shall sell, assign, transfer, convey and deliver the Shares to the Buyer, and Buyer shall purchase and acquire from Seller, free and clear of all LiensEncumbrances, all rightand the Buyer, title in reliance on the representations, warranties and interest in and to all covenants of the Company contained herein, shall purchase the Shares owned by Sellerfrom the Sellers, for the Purchase Price, payable as provided in Sections 2.2(b), 2.2(c) and 2.3.
Appears in 1 contract
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 set forth in this Agreement, at the Closing (as defined below), the Seller shall sell, assign, transfer, convey sell and deliver transfer to Buyer, and Buyer shall purchase and acquire receive from the Seller, all of the Shares, free and clear of all Liensany liens or encumbrances other than those imposed by applicable securities laws, all rightthose incurred by Buyer or those imposed by this Agreement, title and interest in and to all of or the Shares owned other agreements, instruments or documents contemplated by Sellerthis Agreement (collectively with this Agreement, the “Transaction Documents”).
Appears in 1 contract
Samples: Stock Purchase Agreement (High Wire Networks, Inc.)
Purchase and Sale of the Shares. Subject At the Closing and subject to the terms and conditions of this Agreement, and in reliance upon the representations, warranties, and covenants contained set forth in this Agreement, Seller shall sell, assign, transfer, convey convey, and deliver to Buyer, and Buyer shall purchase and acquire from Seller, the Shares free and clear of all LiensEncumbrances other than Permitted Encumbrances, all right, title for and interest in and to all consideration of the Shares owned by Selleramounts set forth below in Section 2.2 (the “Sale”).
Appears in 1 contract
Purchase and Sale of the Shares. Subject to the terms and conditions of this Agreement, Agreement and in reliance upon on the basis of the representations, warranties, covenants and covenants contained in this Agreementagreements herein contained, Seller at the Closing, the Shareholder shall sell, assign, transfer, convey and deliver to Buyerthe Purchaser (or its designee), free and clear of all Liens, and Buyer the Purchaser (or its designee) shall purchase purchase, acquire and acquire accept from Sellerthe Shareholder, free and clear of all Liens, all right, title and interest in and to all of the Shares owned by SellerShares.
Appears in 1 contract
Samples: Stock Purchase Agreement (Ramsay Youth Services Inc)
Purchase and Sale of the Shares. Subject On and subject to the terms and conditions of this Agreement, Agreement and in reliance upon the representations, warranties, representations and covenants contained warranties set forth in this Agreement, Seller shall sellhereby sells, assignassigns, transfer, convey transfers and deliver conveys (“Transfers”) to BuyerPurchaser, and Buyer shall purchase and acquire Purchaser hereby purchases from Seller, free and clear of all Liens, all Seller’s right, title and interest in and to the Shares, free and clear of all of the Shares owned by Sellerliens.
Appears in 1 contract
Samples: Stock Purchase Agreement (Main Street Capital CORP)
Purchase and Sale of the Shares. Subject to On the basis of the representations, warranties and covenants, and on the terms and conditions of this Agreementsubject to the conditions, and in reliance upon the representations, warranties, and covenants contained set forth in this Agreement, Seller at the Closing, the Sellers shall sell, assign, transfer, convey and deliver sell the Shares to Buyerthe Purchaser, and Buyer the Purchaser shall purchase and acquire the Shares from Sellerthe Sellers, free and clear of all Liens, all right, title and interest in and to all of the Shares owned by Seller.
Appears in 1 contract
Samples: Stock Purchase and Sale Agreement (Orchid Cellmark Inc)
Purchase and Sale of the Shares. Subject to On the terms and subject to the conditions of this Agreement, and in reliance upon the representationsrepresentations and warranties contained herein, warranties, and covenants contained in this Agreement, (i) the Seller shall sell, assignconvey, transfer, convey transfer and deliver to Buyerthe Purchaser the Shares, and Buyer (ii) the Purchaser 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 from the Seller.
Appears in 1 contract
Samples: Securities Purchase Agreement (East Shore Distributors, Inc.)
Purchase and Sale of the Shares. Subject to Upon the terms and subject to the conditions of this Agreement, Agreement and in reliance upon on the basis of the representations, warrantieswarranties and agreements contained herein, and covenants contained in this Agreement, at the Closing each Seller shall sell, assign, transfer, convey and deliver to Buyerthe Purchaser all of such Seller’s right, title and Buyer shall purchase interest in and acquire from to the Shares owned by such Seller, free and clear of all Liens, all right, title and interest in the Purchaser shall purchase and to acquire all of the Shares owned by Sellersuch Shares.
Appears in 1 contract
Samples: Stock Purchase Agreement (Cambium Learning Group, Inc.)