Purchase and Sale of the Transferred Interests. Upon the terms and subject to the satisfaction or waiver of the conditions contained in this Agreement, at the Closing, Seller shall sell, assign, convey, transfer and deliver the Transferred Interests to Buyer, and Buyer shall purchase and accept from Seller, the Transferred Interests.
Purchase and Sale of the Transferred Interests. Subject to Section 2.07, at the Closing, upon the terms and subject to the conditions set forth in this Agreement, Seller shall, and shall cause each of the other Equity Sellers to, sell, transfer, convey and assign to Buyer or the applicable Buyer Designee, free and clear of any and all Liens other than Permitted Liens, and Buyer shall, and shall cause each applicable Buyer Designee to, purchase, acquire and accept from the applicable Equity Seller, all of such Equity Seller’s, direct and indirect, right, title and interest in and to its Transferred Interests, as set forth on Exhibit A-2, as such exhibit may be amended pursuant to the terms of this Agreement.
Purchase and Sale of the Transferred Interests. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, the following will occur in the order set forth below:
Purchase and Sale of the Transferred Interests. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, the Shareholders shall cause Holdco to sell, transfer and deliver, and the Buyer shall purchase from Holdco, the Transferred Interests (free and clear of all Liens, subscriptions, options, warrants, calls, proxies, commitments and Contracts of any kind) for a purchase price equal to (a) the Estimated Closing Payment, plus (b) the Adjustment Escrow Amount (collectively, the “Purchase Price”). The Estimated Closing Payment shall be paid in accordance with Section 2.3(a). The Estimated Closing Payment is subject to adjustment after the Closing Date in accordance with Sections 2.3(a)(i) and 2.4. The Adjustment Escrow Amount shall be paid in accordance with Sections 2.4 and 2.5 and Article IX.
Purchase and Sale of the Transferred Interests. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller will sell, assign, convey, transfer, and deliver to Buyer, and Buyer will purchase from Seller, all of the Transferred Interests, free and clear of all Liens other than Buyer’s obligation to pay stamp duty tax in Hong Kong in connection with the Transaction, for the consideration described in Section 1.3, as may be adjusted in accordance with this Agreement.
Purchase and Sale of the Transferred Interests. On the terms and subject to the conditions set forth in this Agreement, at the Closing, (i) BHH will sell, assign, convey, transfer, and deliver to Buyer, and Buyer will purchase from BHH, all of the BHH Interests, free and clear of all Liens, for a portion of the cash consideration described in Section 1.3; and (ii) LMI will sell, assign, convey, transfer, and deliver to Buyer, and Buyer will purchase from LMI, all of the LMI Interests, free and clear of all Liens, for a portion of the cash consideration described in Section 1.3.
Purchase and Sale of the Transferred Interests. On the terms and subject to the conditions set forth in this Agreement, at the Closing, (a) Seller shall cause BSAI to sell, convey, assign, transfer and deliver to Buyer, free and clear of all Liens other than Buyer Liens and restrictions on transfer arising solely under applicable securities Laws, and Buyer shall purchase, acquire and accept from BSAI, all of BSAI’s right, title and interest in and to the Transferred Interests and (b) Buyer shall pay to BSAI the Closing Payment.
Purchase and Sale of the Transferred Interests. (a) The “
Purchase and Sale of the Transferred Interests. AND THE DTH SHARES 8 2.1 Purchase of Techco Interest and Sky Partners Interest at the Initial Closing. 8 2.2 Purchase of DTH Shares at the Subsequent Closing. 8 2.3 Conditions to Subsequent Closing. 8 ARTICLE 3 REPRESENTATIONS AND WARRANTIES 10 3.1 Representations and Warranties of Globo and DTH. 10 3.2 Representations and Warranties of DIRECTV. 12
Purchase and Sale of the Transferred Interests. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller agrees to sell, assign, convey, transfer, and deliver to Parent Sub, and Parent Sub agrees to purchase, all of the Transferred Interests, free and clear of all Liens (other than Permitted Liens).
