Purchase and Sale of the Target Shares. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing Sellers shall sell to Purchaser, and Purchaser shall purchase from Sellers, the TARGET Shares, free and clear of all Liens.
Purchase and Sale of the Target Shares. In accordance with the terms and subject to the conditions hereof, (i) the Sellers agrees to sell, transfer and deliver to the Buyer, free and clear of any and all Encumbrances, a total of 21,321,962 Target Shares in accordance with the number of the Target Shares as set forth in the column titled "Number of Transferred Shares" of Exhibit A, and the Buyer shall purchase and accept from the Sellers such Target Shares in accordance with Exhibit A; (ii) in consideration of the transfer by the Sellers of such Target Shares, the Buyer agrees to pay to the Sellers a total of RMB 100,000,000 or the equivalent amount in US Dollars calculated based on the relevant provisions of this Agreement (the "Purchase Consideration") in the amount as set forth in the column titled "Consideration for transfer (RMB)" of Exhibit A (the transactions contemplated hereby, the "Proposed Transaction").
Purchase and Sale of the Target Shares. (a) Upon and subject to the terms and conditions set forth in this Agreement, at the Closing, the Sellers shall sell, transfer and deliver to the Buyer, and the Buyer shall purchase from the Sellers, all right, title and interest in and to, the Target Shares, free and clear of all Encumbrances (other than restrictions on transfer arising under applicable U.S. state and federal securities laws).
(b) The aggregate consideration for the purchase and sale of the Target Shares contemplated by this Section 2.1 will be an amount in cash equal to the Estimated Purchase Price, subject to adjustment pursuant to the terms hereof and payable in accordance with Section 2.2(b)(i) (the Estimated Purchase Price as finally adjusted, the “Purchase Price”).
Purchase and Sale of the Target Shares. (a) Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell, assign, transfer, convey and deliver, or cause to be sold, assigned, transferred, conveyed and delivered, to the Purchaser, and Purchaser Parent shall procure that the Purchaser purchase, and the Purchaser shall purchase:
(i) all the issued ordinary shares, HK$1.00 par value per share, of Ibis China Investment (the “Ibis China Investment Shares”), and
(ii) ordinary shares representing 100% of the issued share capital of NewCo1 on an as-converted and fully diluted basis as of the Closing (the “NewCo1 Shares”); and the Seller shall procure that NewCo2 issue, and Purchaser Parent shall procure that the Purchaser acquire, pursuant to the NewCo2 Subscription Agreement, shares representing ten percent (10%) in its issued share capital on an as-converted and fully diluted basis as of the Closing (the “NewCo2 Shares”).
(b) Purchaser Parent shall (i) designate, in accordance with the terms of and subject to this Section 2.01(b), one or more of its wholly owned Subsidiaries to purchase the Target Shares (such Subsidiary or Subsidiaries of Purchaser Parent, the “Purchaser”), it being understood and agreed that no such designation shall relieve Purchaser Parent of any of its obligations hereunder or under any of the other Transaction Documents to which it is a party, and (ii) by no later than thirty (30) days prior to the Closing Date, deliver (x) a notice in writing setting forth the details of the Purchaser that will enter into specified Transaction Documents and purchase the Target Shares in accordance with the terms hereof; and (y) a joinder to this Agreement executed by the Purchaser pursuant to which the Purchaser agrees to perform, observe and be bound by all of the obligations applicable to the Purchaser hereunder, whereupon the Purchaser shall become a party hereto and have the rights and obligations of the Purchaser hereunder. The Parties agree and acknowledge that, prior to the execution of the foregoing joinder, Purchaser Parent shall be entitled to, and may enforce, all rights of the Purchaser hereunder and shall be liable for all obligations of Purchaser. To the extent Purchaser Parent does not designate a Purchaser, all obligations hereunder of the Purchaser shall be deemed to be obligations of Purchaser Parent.
Purchase and Sale of the Target Shares. 1.1. Purchase and Sale of the Target Shares. On the terms and subject to the conditions of this Agreement, Buyer agrees to purchase the Target Shares from Seller, and Seller agrees to sell the Target Shares to Buyer.
Purchase and Sale of the Target Shares. Subject to the conditions and on the terms of this Agreement, on the Initial Closing Date, the Target HoldCo agrees to, and the Seller agrees to cause the Target HoldCo to, sell, assign and transfer, free and clear of any and all Liens, to the Purchaser, and the Purchaser agrees to purchase and acquire from the Target HoldCo, the Target Shares, which represent all of the issued and outstanding shares in the share capital and equity interests of the Target.
Purchase and Sale of the Target Shares. Subject to the terms and conditions of this Agreement and in reliance upon the representations, warranties and covenants herein contained, on the date of closing specified in Section 8.1 (the "Closing Date"), Accel hereby agrees to assign, transfer and deliver to Xxxxxx Life Insurance Company all of the Shares of XXXX and to assign, transfer and deliver to Xxxxxx Insurance Group, Inc., all of the shares of Dublin and of ANSC, more specifically set forth on Schedule 1.1 hereto, and, in exchange therefor, Xxxxxx hereby agrees to make a cash payment to Accel in accordance with the terms set forth in Section 1.2 hereto.
Purchase and Sale of the Target Shares
Purchase and Sale of the Target Shares
