Purchase and Sale of the Transferred Equity Interests. On the terms and subject to the conditions of this Agreement, at the Closing, Seller shall (or shall cause the Designated Seller Subsidiary to) sell, transfer and deliver to Purchaser, and Purchaser shall purchase and accept from Seller (or the Designated Seller Subsidiary), the Transferred Equity Interests free and clear of all Liens (other than restrictions on transfer arising under applicable securities Laws) for an aggregate purchase price of USD 2,650,000,000 (the “Purchase Price”), payable as set forth in Section 1.03, subject to adjustment as provided in Section 1.04. The purchase and sale of the Transferred Equity Interests, together with the consummation of the other transactions contemplated by this Agreement and the other Transaction Agreements, are referred to as the “Transactions”.
Purchase and Sale of the Transferred Equity Interests. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall, and Seller shall cause each of the applicable Seller Parties to, sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase, acquire and accept from each such Seller Party, all of such Seller Party’s right, title and interest in and to the Transferred Equity Interests (free and clear of all Liens, other than Liens arising out of, under or in connection with the Securities Act or any other applicable securities Laws).
Purchase and Sale of the Transferred Equity Interests. On the terms and subject to the conditions of this Agreement, at the Closing, Seller shall (and shall cause the Selling Affiliates to) sell, transfer and deliver to Purchaser, and Purchaser shall purchase and accept from Seller and the Selling Affiliates, the Transferred Equity Interests for an aggregate purchase price of USD 490,000,000, as adjusted in accordance with the definition of the “Initial Closing Date Payment” and payable as set forth in Section 1.03, subject to further adjustment as provided in Section 1.04 (the amount payable by Buyer as finally adjusted pursuant to Section 1.04, the “Purchase Price”). The purchase and sale of the Transferred Equity Interests, together with the consummation of the other transactions contemplated by this Agreement and the other Transaction Agreements, are referred to as the “Transactions”.
Purchase and Sale of the Transferred Equity Interests. On the terms and subject to the conditions of this Agreement, at the Closing, (a) Seller shall sell, transfer and deliver to Purchaser, and Purchaser shall purchase and accept from Seller, the Transferred Equity Interests and (b) Seller shall, and shall cause all of the other the relevant Selling Entities to, sell, transfer, convey, assign and deliver to Purchaser, and Purchaser shall accept the sale, transfer, conveyance, assignment and delivery by each Selling Entity, all of each such Selling Entity’s rights, title and interests in, to and under the Transferred Assets, in exchange for an aggregate purchase price of $2,100,000,000 (the “Purchase Price”), payable as set forth in Section 1.03 (subject to adjustment as provided in Section 1.04), and the assumption of the Assumed Liabilities. The purchase and sale of the Transferred Equity Interests and the Transferred Assets, together with the consummation of the other transactions contemplated by this Agreement and the other Transaction Agreements, are referred to as the “Transactions”.
Purchase and Sale of the Transferred Equity Interests. Upon the terms of and subject to the conditions set forth in this Agreement, at the Closing, DUG shall sell to Xxxxx-Xxxxxx, and Xxxxx-Xxxxxx shall purchase from DUG, all of the Transferred Equity Interests, free and clear of all Encumbrances thereon other than restrictions on transfer arising under applicable securities Laws. For all purposes of this Article II, any reference to “Xxxxx-Xxxxxx” shall be understood to refer to Xxxxx-Xxxxxx and its designees. For the avoidance of doubt, all Liabilities of the Transferred Companies will remain with the Transferred Companies.
Purchase and Sale of the Transferred Equity Interests. On the terms and subject to the conditions of this Agreement, at the Closing, Seller shall (or shall cause the Designated Seller Subsidiary to) sell, transfer and deliver to Purchaser, and Purchaser shall purchase and accept from Seller (or the Designated Seller Subsidiary), free any clear of any Liens (other than transfer restrictions under applicable securities Laws), the Transferred Equity Interests, for an aggregate purchase price of $375,000,000, comprised of $60,000,000 in the form of the Promissory Note and $315,000,000 in cash (collectively, the “Purchase Price”), payable as set forth in Section 1.03, subject to adjustment as provided in Section 1.04. The purchase and sale of the Transferred Equity Interests, together with the consummation of the other transactions contemplated by this Agreement and the other Transaction Agreements (including, with respect to Seller and its Affiliates, the pre-closing reorganization contemplated by Section 5.15) are referred to collectively herein as the “Transactions”.
Purchase and Sale of the Transferred Equity Interests. On the terms and subject to the conditions set forth in this Agreement, including the completion of the Restructuring Transactions, at the Closing, Seller shall sell, convey, assign, transfer and deliver to Acquiror (or one or more Designated Purchasers), and Acquiror shall (or shall cause one or more Designated Purchasers to) purchase, acquire and accept from Seller, all right, title and interest in and to the Transferred Equity Interests free and clear of any Liens (except to the extent arising under applicable state or federal securities Laws).
Purchase and Sale of the Transferred Equity Interests. On the terms and subject to the conditions set forth in this Agreement, at the Closing, MSN shall, sell, convey, assign, transfer and deliver to Purchaser and Purchaser shall purchase, acquire and accept from MSN, all of MSN’s right, title and interest in and to the Transferred Equity Interests, free and clear of all Encumbrances, except Permitted Encumbrances. At or prior to the Closing, MSN will execute and deliver to Purchaser all documents and instruments required to transfer and vest good and valid title in and to the Transferred Equity Interests to Purchaser in accordance with the terms of this Agreement, including the Integris Assignment and Assumption Agreement.
Purchase and Sale of the Transferred Equity Interests. On the terms and subject to the conditions of this Agreement, at the Closing, Seller and Intermediate Holdco shall sell, transfer and deliver to Purchaser, and Purchaser shall purchase and accept from Seller and Intermediate Holdco, the Transferred Equity Interests for an aggregate purchase price of $1,352,000,000 (the “Purchase Price”), payable as set forth in Section 1.03 (Transactions to be Effected at the Closing), and subject to adjustment as provided in Section 1.04 (
Purchase and Sale of the Transferred Equity Interests. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall, and shall cause its Affiliates to, sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase, acquire and accept from Seller and such Affiliates, all right, title and interest in and to the Transferred Equity Interests free and clear of all Liens other than Liens referred to in clauses (i)-(iii) of the second sentence of Section 4.03. For the avoidance of doubt, as set forth on Exhibit B, to the extent that any Transferred Equity Interests are held by a Transferred Entity as of immediately prior to the Closing, such Transferred Equity Interests shall be transferred to Buyer indirectly through the direct or indirect transfer of the Transferred Entity that holds such Transferred Equity Interests.
