Purchase and Sale of the Transferred Shares. Upon the terms and subject to the conditions of this Agreement, at the Closing, the applicable Seller shall sell, assign, transfer and convey to Purchaser, and Purchaser shall purchase, acquire and accept from the applicable Seller, the Transferred Shares owned by the applicable Seller, free and clear of all Liens and adverse claims.
Purchase and Sale of the Transferred Shares. Vodafone and Verizon agree to treat, for U.S. federal income tax purposes, the purchase and sale of the Transferred Shares pursuant to this Agreement as a sale or exchange transaction subject to Section 1001 of the Code (which also constitutes a qualified stock purchase) and not a “reorganization” under Section 368 of the Code or an “exchange” under Section 351 of the Code. Vodafone and Verizon shall report the purchase and sale of the Transferred Shares in accordance with the prior sentence for U.S. federal income tax purposes. Neither Vodafone nor Verizon shall take any action that would reasonably be expected to result in the transfer of the Transferred Shares by Seller pursuant to this Agreement being treated as an “exchange” under Section 351 of the Code, and for the two-year period beginning on the Closing Date, Verizon not shall cause Vodafone Americas Finance 1 to liquidate or to merge with any other entity (unless Vodafone Americas Finance 1 is the surviving corporation in such merger, provided that under no circumstances shall Verizon merge with Vodafone Americas Finance 1 during such two-year period).
Purchase and Sale of the Transferred Shares. On the terms and subject to the conditions set forth in this Agreement, at the Closing and effective as of the Closing, IntermediateCo shall sell, convey, assign, transfer and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from IntermediateCo, all of IntermediateCo’s right, title and interest in, to and under the Transferred Shares, free and clear of all Liens other than (a) transfer restrictions imposed by applicable Law; and (b) Liens on the Transferred Shares, if any, created by Purchaser or its Affiliates.
Purchase and Sale of the Transferred Shares. Section 2.01 Purchase and Sale of the Transferred Shares
Section 2.02 Closing
Section 2.03 Closing Deliveries (Sellers) 8
Section 2.04 Closing Deliveries (Purchaser) Section 2.05 Effect of Transaction ARTICLE III PURCHASE PRICE Section 3.01 Purchase Price Section 3.02 Interest
Purchase and Sale of the Transferred Shares. Immediately following the sale and issuance of the Transferred Shares by the Company to the Company Subsidiary, the Company Subsidiary shall sell to the Acquirer, and the Acquirer shall purchase from the Company Subsidiary, in consideration for 100 shares of Common Stock of the Acquirer of US$0.01 par value, the Transferred Shares.
Purchase and Sale of the Transferred Shares. THE ------------------------------------------------------ TRANSFERRED MINORITY INTERESTS AND THE TRANSFERRED ASSETS.
(a) Upon the terms ------------------------------------------------------------ and subject to the conditions of this Agreement, at the Closing, the Seller shall or shall cause to be sold, conveyed, assigned, transferred and delivered to the Buyers and the Buyers shall purchase and acquire all of the right, title and interest of the Asset Sale Subsidiaries and the Selling Subsidiaries, as applicable, in and to (i) the Transferred Shares, including all of the outstanding capital stock of JES, (ii) the Transferred Minority Interests and (iii) the Transferred Assets for an aggregate purchase price of U.S. Dollars 8,150,000,000, as such amount may be adjusted pursuant to Sections 2.4, 2.5, 2.6, 2.7 and/or 6.5 (the "PURCHASE PRICE") in the manner described herein. The -------------- Purchase Price (plus the Assumed Liabilities) shall be allocated as set forth on Schedule 2.1. Subject to any purchase price adjustment pursuant to Sections 2.4, 2.5, 2.6, 2.7 and/or 6.5, the Buyers and the Seller agree to report the purchase and sale of the Transferred Shares, the Transferred Minority Interests and the Transferred Assets on any Tax Returns in accordance with the provisions of Schedule 2.1 as adjusted. Subject to the terms hereof, at the Closing, Buyer A shall pay or cause to be paid to the Seller by wire transfer of funds to an account of the Seller (being an account specified by the Seller at least three Business Days prior to the Closing) an amount equal to the product of (i) the Base Purchase Price and (ii) the Buyer A Proportion. Subject to the terms hereof, at the Closing, Buyer B shall pay or cause to be paid to the Seller by wire transfer of immediately available funds to an account of the Seller (being an account specified by the Seller at least three Business Days prior to the Closing) an amount equal to product of (i) the Base Purchase Price and (ii) the Buyer B Proportion.
(b) The amount (the "BASE PURCHASE PRICE") to be paid at Closing by -------------------- Buyer A and Buyer B in the aggregate shall be (i) an amount equal to the excess, if any, of (A) U.S. Dollars 8,150,000,000 over (B) an amount equal to the Estimated Closing Net Indebtedness and (ii) to the extent applicable, subject to adjustment pursuant to Sections 2.5, 2.6 and/or 6.5.
Purchase and Sale of the Transferred Shares. Each Seller, severally and not jointly, and the Company hereby agree that, on the Sale Closing Date (as defined in Section 2), each Seller shall sell and convey to the Company, and the Company shall purchase and acquire from each Seller, all of the Transferred Shares set forth on Exhibit A hereto, including all of each Seller’s right, title and interest therein and thereto), free and clear of any mortgages, liens, pledges, charges, security interests, title retention agreements, options, or equity or other adverse claims (“Encumbrances”), in exchange for the Purchase Price.
Purchase and Sale of the Transferred Shares. (a) Upon the terms and subject to the conditions of this Agreement (including the conditions set forth in Article 3), the Seller shall sell, transfer and deliver to Buyer, and Buyer shall purchase from the Seller, on the Closing Date, all (and not less than all) the Transferred Shares, free and clear of any Liens, in consideration of the purchase price as set forth in Article 2.
(b) As of the Closing Date, the Buyer shall have the full ownership of the Transferred Shares together with all the rights attached thereto, including the right to all dividends declared and paid on and after the Closing Date with respect to the Transferred Shares. In that respect, the Parties undertake to notify the transaction to the Company on the Closing Date in order to enable the Company to proceed with the registration of such transaction in its share transfer register (registre des mouvements de titres) and its shareholders’ individual accounts (comptes d’actionnaires) on the Closing Date.
Purchase and Sale of the Transferred Shares. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Company shall cause Operating Company to sell, assign, transfer and convey to Purchaser, and Purchaser shall purchase, acquire and accept from Operating Company, the Transferred Shares free and clear of all Liens, other than restrictions under applicable securities Laws.
Purchase and Sale of the Transferred Shares. Seller and the Company hereby agree that, on the Sale Closing Date (as defined in Section 2), Seller shall sell and convey to the Company, and the Company shall purchase and acquire from Seller, all of the Transferred Shares (including all of Seller’s right, title and interest therein and thereto), free and clear of any mortgages, liens, pledges, charges, security interests, title retention agreements, options, or equity or other adverse claims (“Encumbrances”), in exchange for the consideration set forth in Section 1.3.
