Purchase and Sale of the Subject Shares. At the Closing, the Sellers shall sell, transfer and deliver or cause to be sold, transferred and delivered to Purchaser, and Purchaser shall purchase from the Sellers, the Subject Shares. CLI-2060753v12
Purchase and Sale of the Subject Shares. Seller hereby agrees to sell, grant, assign and transfer the Subject Shares to the Company, and the Company hereby agrees to purchase and acquire the Subject Shares from Seller, on the terms and subject to the conditions set forth in this Agreement.
Purchase and Sale of the Subject Shares. As soon as practicable on or after the date hereof, and in any event not later than November 22, 2021, Seller shall sell to Purchaser, and Purchaser shall purchase from Seller, all the Securities at a purchase price per share of Common Stock equal to the Offer Price. Such purchase and sale shall be effected by the Parties hereto as a block trade through designated accounts at prime brokerage firms in the United State of America with settlement as soon as feasible, but in no event later than regular way settlement.
Purchase and Sale of the Subject Shares. At the Closing, subject to --------------------------------------- the terms and conditions set forth herein, ATC shall issue to CSFB, and CSFB shall acquire from ATC, the Subject Shares set forth in Section 1(a). CSFB will make payment in the form of a wire transfer of immediately available funds or bank cashier's or certified check; and
Purchase and Sale of the Subject Shares. Subject to (a) the terms and conditions set forth in this Agreement and (b) the Issuer’s issuance and sale of the IPO Shares to the Underwriters pursuant to and in accordance with the Underwriting Agreement (the “IPO Closing”), the Issuer shall issue and sell to the Purchaser the Subject Shares in exchange for the Subject Shares Purchase Price and the Purchaser shall purchase the Subject Shares from the Issuer in exchange for the Subject Shares Purchase Price.
Purchase and Sale of the Subject Shares. Upon the terms and subject to the conditions of this Agreement, at the Purchase Closing, the Seller shall sell, assign, transfer, convey and deliver the Subject Shares to the Purchaser, free and clear of all Encumbrances, and the Purchaser shall purchase the Subject Shares from the Seller. In consideration for the Subject Shares, the Purchaser shall pay the Seller $1,496.12 per share of Preferred Stock, in cash, without interest (the “Purchase Price”), which represents an equivalent price per share of $25.06 for each share of Common Stock underlying each share of Preferred Stock as of the date of this Agreement.
Purchase and Sale of the Subject Shares. 1.1 Sale of the Subject Interests.
(a) Immediately prior to the Closing Date, each of Monaco and TD shall amend the Operating Agreement to admit Ashok Narang ("Narang") as a mexxxx xxx xxxh of Xxxxxo and TD shall assign five (5%) percent of their individual Subject Interests to Narang. Accordingly, as at the Xxxxxng Date, (i) Monaco shall own forty-five percent (45%) of the Subject Interests, TD shall own forty-five percent (45%) of the Subject Interests and Narang shall own ten percent (10%) xx the Subject Interests, and (ii) Narang shall be deemed to be onx xx "Sellers" pursuant to this Agreement.
(b) On the Closing Date and subject to and upon the terms and conditions of this Agreement, the Sellers shall sell, assign, transfer and exchange to EII all, and not less than all, of the Subject Interests, consisting of 100% of the outstanding membership interests of the Company at the Closing Date.
(c) On the Closing Date, the Sellers shall cause the Operating Agreement to be amended in order to reflect the admission of EII as the new sole member of the Company and the withdrawal of the Sellers as members thereof.
Purchase and Sale of the Subject Shares. Subject to the terms and conditions set forth in this Agreement and in reliance on the representations and warranties contained herein, at the Closing, Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, all of the Subject Shares, free and clear of all Encumbrances (other than Permitted Encumbrances and restrictions under applicable securities laws), for the Estimated Purchase Price set forth in Section 1.3, as adjusted pursuant to Section 1.6 (such purchase price, as finally adjusted pursuant to Section 1.6, the "Purchase Price").
Purchase and Sale of the Subject Shares. Subject to the terms and conditions of this Agreement, each Selling Shareholder hereby transfers, and C2 hereby purchases, the Subject Shares held by each Selling Shareholder in exchange for shares of C2 Common Stock as detailed on the attached Schedule 1.
Purchase and Sale of the Subject Shares. (a) At the Closing, the Sellers shall sell, transfer and deliver or cause to be sold, transferred and delivered to the Purchasers, and the Purchasers shall purchase from the Sellers, the Subject Shares, for an aggregate purchase price of US$45,000,000 (the “Purchase Price”), payable as set forth below in Section 1.03 and subject to (i) adjustment as provided in Section 1.04 and (ii) increase by the amount of the Retained Cash Balances. The purchase and sale of the Subject Shares is referred to in this Agreement as the “Acquisition”.
(b) The Sellers and the Purchasers shall allocate the Purchase Price to the Subject Shares as set forth in the allocation statement attached as Exhibit A (the “Allocation Statement”).
