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. 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. 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. Section 2.01 Purchase and Sale of the Transferred Shares Section 2.02 Closing Section 2.03 Closing Deliveries (Sellers) Section 2.04 Closing Deliveries (Purchaser) Section 2.05 Effect of Transaction
Purchase and Sale of the Transferred Shares. At the price and upon and subject to the other terms and conditions of this Agreement, Seller hereby sells, transfers, conveys, assigns and delivers to Purchaser, and Purchaser hereby purchases, acquires and accepts from Seller, the Transferred Shares, while the Seller retains the Partnership Contingent Rights as described in this Agreement.
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. 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. The Seller sells to the Buyer, and the Buyer buys from the Seller, all of the Transferred Shares, free from any Security Interest, with all rights attached thereto, including the right to any dividend distribution or other distribution or payment made with effect from the present date, according to the terms and conditions of this Agreement.
Purchase and Sale of the Transferred Shares. On the terms and subject to the conditions of this Agreement, (a) Seller shall sell, transfer and deliver to Buyer, and Buyer will purchase from Seller, the Shares and (b) Puerto Rico Seller shall sell, transfer and deliver to Buyer, and Buyer will purchase from Puerto Rico Seller, the Puerto Rico Shares, all for an aggregate purchase price of $700,000,000 in cash (the "PURCHASE PRICE"), payable as set forth in Section 1.02.
Purchase and Sale of the Transferred Shares. Upon the terms and subject to the conditions set forth in this Agreement, the Buyer has offered to purchase from the Sellers at the Closing (as defined below), the Transferred Shares, free and clear of any title defect, objection, security interest, pledge, encumbrance, mortgage, lien, charge, claim, option, preferential arrangement or restriction of any kind, including, but not limited to, any restriction on the use, voting, transfer, receipt of income or other exercise of any attributes of ownership (collectively, "Liens"), other than those Liens expressly created by the Fifth Amended and Restated Stockholders' Agreement dated as of July 29, 1999 (the "Stockholders' Agreement") by and among the Company and the Securityholders identified therein, and the Sellers have agreed to accept such offer as provided in this Agreement.
