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

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.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Kos Pharmaceuticals Inc), Stock Purchase Agreement (Abbott Laboratories), Stock Purchase Agreement (Jaharis Mary)

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Purchase and Sale of the Shares. On Subject to the terms and subject to the conditions of this Agreement, at the Closing, each Seller shall sell, assign, transfer and deliver to Acquiror, and Acquiror shall will purchase and acquire from such Seller, all of the Shares owned by such Seller Shares, free and clear of all Liens for a purchase price to such Seller (with respect to each such Seller, the “Purchase Price”)Liens, in cash, without interest, equal exchange for the payment of the Purchase Price in cash to the product of (a) the Closing Payment and (b) the Pro Rata Portion of such Seller.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Pinafore Holdings B.V.), Stock Purchase Agreement (Gates Global Inc.), Stock Purchase Agreement (Pinafore Holdings B.V.)

Purchase and Sale of the Shares. On Upon the terms and subject to the conditions of this Agreement, at the Closing, each Seller shall sell, transfer transfer, assign, convey and deliver to AcquirorBuyer, and Acquiror shall purchase from such Seller, the Shares owned by such Seller free and clear of all Liens for a Encumbrances other than those Encumbrances imposed by federal or state securities Laws, and Buyer shall purchase price to such Seller (with respect to each such and accept from Seller, all of Seller’s right, title and interest in the “Purchase Price”), in cash, without interest, equal to the product of (a) the Closing Payment and (b) the Pro Rata Portion of such SellerShares.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Aci Worldwide, Inc.), Stock Purchase Agreement (Western Union CO)

Purchase and Sale of the Shares. On the terms and subject to the conditions of set forth in this Agreement, at the Closing, each Seller shall sell, convey, assign, transfer and deliver to AcquirorBuyer, and Acquiror shall purchase from such Seller, the Shares owned by such Seller free and clear of any and all Liens for a purchase price to such Seller (with respect to each such except Liens under applicable securities Laws), and Buyer shall purchase, acquire and accept from Seller, the “Purchase Price”)all of Seller’s right, title and interest in cash, without interest, equal and to the product of (a) the Closing Payment and (b) the Pro Rata Portion of such SellerShares.

Appears in 2 contracts

Samples: Stock Purchase Agreement (General Electric Co), Stock Purchase Agreement (Neogenomics Inc)

Purchase and Sale of the Shares. On Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing, each Closing (as defined in Section 1.3 below) Seller shall sell, transfer and deliver sell to AcquirorPurchaser, and Acquiror Purchaser shall purchase from such Seller, the Shares owned by such Seller Shares, free and clear of all Liens for a purchase price to such Seller liens, mortgages, charges, security interests, burdens, encumbrances or other restrictions or limitations of any nature whatsoever ("Liens") and together with respect to each such Seller, the “Purchase Price”), in cash, without interest, equal to the product of (a) the Closing Payment all rights now and (b) the Pro Rata Portion of such Sellerhereafter attaching thereto.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Sodak Gaming Inc), Stock Purchase Agreement (Lady Luck Gaming Corp)

Purchase and Sale of the Shares. On Upon the terms and subject to the conditions of this Agreement, at the Closing, each Seller the Sellers shall sell, transfer assign, transfer, convey and deliver to Acquiror, and Acquiror shall purchase from such Seller, the Shares owned by such Seller to the Buyer, free and clear of all Liens Encumbrances other than Encumbrances arising under securities Laws, and the Buyer shall purchase the Shares from the Sellers in exchange 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 SellerConsideration.

Appears in 2 contracts

Samples: Purchase Agreement (Differential Brands Group Inc.), Purchase Agreement

Purchase and Sale of the Shares. On Upon the terms and subject to the conditions of this Agreement, at the Closing, each the Seller shall sell, transfer and deliver sell to Acquirorthe Buyer, and Acquiror the Buyer shall purchase from such the 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 Sellerany Encumbrance the, Shares constituting 100.0% of the “Purchase Price”), in cash, without interest, equal to the product of (a) the Closing Payment and (b) the Pro Rata Portion of such SellerCompany’s outstanding capital stock.

Appears in 2 contracts

Samples: Stock Purchase Agreement (General Components, Inc.), Stock Purchase Agreement (Ugods, Inc.)

Purchase and Sale of the Shares. On the terms and subject to the conditions of this Agreement, at the Closing, each Buyer shall purchase and acquire from Seller, and Seller shall sell, transfer convey, transfer, assign and deliver to AcquirorBuyer, all right, title and Acquiror shall purchase from such Sellerinterest (record and beneficial) in and to the Shares, 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”other than restrictions imposed on transfer under applicable federal and/or state securities Laws or regulations), in cash, without interest, equal to the product of (a) the Closing Payment and (b) the Pro Rata Portion of such Seller.

Appears in 2 contracts

Samples: Stock Purchase Agreement, Stock Purchase Agreement (Shutterfly Inc)

Purchase and Sale of the Shares. On Upon the terms and subject to the conditions of this Agreement, at the Closing, each the Seller shall sell, transfer and deliver sell to Acquirorthe Purchaser, and Acquiror the Purchaser shall purchase from such the Seller, all of the Shares owned by such Seller together with all rights and interests attached thereto free and clear of all Liens for a purchase price any Encumbrances (such transaction being referred to such Seller (with respect to each such Seller, herein as the “Purchase PriceSale Transaction”), in cash, without interest, equal to the product of (a) the Closing Payment and (b) the Pro Rata Portion of such Seller.

Appears in 1 contract

Samples: Shares Purchase Agreement (Analogic Corp)

Purchase and Sale of the Shares. On the terms and subject to the conditions of set forth in this Agreement, at the Closing, each Seller shall sell, convey, assign, transfer and deliver to AcquirorBuyer, 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 other than restrictions on transfer imposed by securities and insurance Laws), and Buyer shall purchase, acquire and accept from Seller, all of Seller’s right, title and interest in and to the Shares in exchange for 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (American Financial Group Inc)

Purchase and Sale of the Shares. On the terms and subject to the conditions of set forth in this Agreement, at the Closing, each the Seller shall sell, will sell and transfer and deliver to Acquirorthe Purchaser, and Acquiror shall the Purchaser will purchase and acquire from such the Seller, the Shares owned by such Seller entire legal and beneficial ownership of all of the Shares, free and clear of all Liens for a purchase price to such Seller (Encumbrances and together with respect to each such Seller, the “Purchase Price”), in cash, without interest, equal to the product of (a) the Closing Payment all accrued rights and (b) the Pro Rata Portion of such Sellerbenefits attached thereto.

Appears in 1 contract

Samples: Share Sale and Purchase Agreement (Choice Hotels International Inc /De)

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Purchase and Sale of the Shares. On Upon the terms and subject to the conditions of this Agreement, at the Closing, each the Seller shall sell, transfer assign, transfer, convey and deliver to Acquirorthe Shares, and Acquiror shall purchase from such Seller, the Shares owned by such Seller free and clear of all Liens for a Encumbrances (other than Encumbrances created by the Buyer), to the Buyer and the Buyer shall purchase price to such Seller (with respect to each such the Shares from the Seller, in consideration for 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Pitney Bowes Inc /De/)

Purchase and Sale of the Shares. On Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing, each Seller shall sell, transfer and deliver to AcquirorBuyer will purchase from Seller, and Acquiror shall purchase from such SellerSeller will sell to Buyer, the Shares owned by such Seller free and clear of all Liens for a purchase price to such Seller Encumbrances (with respect to each such Sellerother than Permitted Encumbrances and any restrictions that may, following the “Purchase Price”Closing, be applicable on any subsequent transfer of the Shares by Buyer under applicable securities Laws), in cash, without interest, equal to all of the product of (a) the Closing Payment and (b) the Pro Rata Portion of such SellerShares.

Appears in 1 contract

Samples: Stock Purchase Agreement (Ultralife Corp)

Purchase and Sale of the Shares. On (a) Upon the terms and subject to the conditions of this Agreement, at the Closing, each Seller Sellers shall sell, transfer and deliver sell to AcquirorBuyer, and Acquiror Buyer shall purchase from such SellerSellers, the Shares owned by such Seller free and clear of all Liens for a purchase price except those created pursuant 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 this Agreement. (b) The sale of the Pro Rata Portion Shares by Sellers to Buyer includes any other interest related to the Shares that confers on a Person the right to receive a share of such Sellerthe profits and losses, or distribution of assets or of other shares of Perusat and any other interest or right related to the Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (China Tel Group Inc)

Purchase and Sale of the Shares. On Upon the terms and subject to the conditions of this Agreement, at the Closing, each Seller shall sell, transfer and deliver sell its respective Shares to Acquirorthe Purchaser, and Acquiror the Purchaser 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 SellerEncumbrances.

Appears in 1 contract

Samples: Stock Purchase Agreement (Chartered Semiconductor Manufacturing LTD)

Purchase and Sale of the Shares. On Upon the terms and subject to the conditions of this Agreement, at the Closing, each Seller the Shareholders shall sell, transfer and deliver sell the Shares to AcquirorBuyer, and Acquiror Buyer shall purchase from such Seller, the Shares owned by such Seller from the Shareholders, free and clear of from 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 SellerEncumbrances.

Appears in 1 contract

Samples: Stock Purchase Agreement (Premier, Inc.)

Purchase and Sale of the Shares. On the terms and subject to the conditions of set forth in this Agreement, at the Closing, Closing each Seller shall sellagrees to sell to the Purchaser, free and clear of Liens, claims, demands and restrictions on transfer (other than any restrictions under the Securities Act and deliver to Acquirorapplicable state securities Laws), and Acquiror shall the Purchaser agrees to purchase from such Seller, all of the Shares owned by such Seller free and clear in consideration of all Liens for a purchase price to such Seller (with respect payment 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 Seller of such Seller’s Pro Rata Share of the Seller Purchase Price.

Appears in 1 contract

Samples: Stock Purchase Agreement (UTi WORLDWIDE INC)

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