Purchase and Sale of Transferred Equity Interests Sample Clauses

Purchase and Sale of Transferred Equity Interests. (a) On the terms and subject to the conditions of this Agreement, at the Closing, Parent shall, and shall cause the other Sellers to, sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase and accept from Parent and the other Sellers, the Transferred Equity Interests, free and clear of all Liens, other than transfer restrictions under applicable Securities Laws, in exchange for an aggregate consideration for all Transferred Equity Interests equal to (i) the Cash Consideration, plus (ii) the Stock Consideration, payable as set forth below in Section 1.03 and, in the case of the Cash Consideration, subject to adjustment as set forth below in Section 1.04.
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Purchase and Sale of Transferred Equity Interests. On the terms and subject to the conditions set forth in this Agreement, at the Closing, each of the Share Sellers shall sell, convey, assign, transfer and deliver to the Buyer, and the Buyer (and/or such other person(s) as the Buyer may nominate in writing, provided that such persons are Affiliates of the Buyer) shall purchase, acquire and accept from each such Share Seller, all of such Share Seller’s right, title and interest in and to the Transferred Equity Interests, free and clear of all Liens other than restrictions on transfer arising under applicable securities Laws or Liens imposed by the Buyer or any of its Affiliates (other than, for the avoidance of doubt, the Transferred Entities). Section 2.02.
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Purchase and Sale of Transferred Equity Interests. (a) On the terms and subject to the conditions of this Agreement, at the Closing, Parent shall, and shall cause the other Sellers to, sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase and accept from Parent and the other Sellers, the Transferred Equity Interests, free and clear of all Liens, other than transfer restrictions under applicable Securities Laws, in exchange for an aggregate consideration for all Transferred Equity Interests equal to $5,825,000,000 in cash (the “Purchase Price”), subject to adjustment as set forth below in Section 1.04.
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Purchase and Sale of Transferred Equity Interests. Subject to the terms and conditions contained herein, the Waisterisk Sellers hereby agree to sell the Transferred Equity Interests to the TAR Purchasers, and the TAR Purchasers hereby agree to purchase the Transferred Equity Interests from the Waisterisk Sellers, for the Purchase Price and on the terms and conditions set forth in this Agreement. The particular Equity Interests in each Waisterisk Project Entity that shall be sold, transferred and assigned by the Waisterisk Sellers to the applicable TAR Purchasers are identified on Exhibit A-1 through Exhibit A-10 hereto. At Closing, the Waisterisk Sellers agree to effectuate, and the TAR Purchasers agree to accept, the particular transfers described on said Exhibit A-1 through Exhibit A-10.
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Purchase and Sale of Transferred Equity Interests 
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Related to Purchase and Sale of Transferred Equity Interests

  • Purchase and Sale of Equity Interest 1.1 Grant Rights Approved by Party C, Party B (the “Transferor”) hereby exclusively and irrevocably grants to Party A or any designated person (“Designated Persons”) an option to purchase, at any time according to steps determined by Party A, and at the price specified in Section 1.3 of this Agreement, from the Transferor a portion or all of the equity interests held by Party B in Party C (the “Option”). No Option shall be granted to any third party other than Party A and/or the Designated Persons. The “person” set forth in this Agreement means any individual person, corporation, joint venture, partnership, enterprise, trust or non-corporation organization.

  • Purchase and Sale of Membership Interests 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 and accept from Sellers, the Membership Interests, free and clear of all Liens (other than restrictions arising under applicable securities Laws or Gaming Laws).

  • Purchase and Sale of Acquired Assets Upon the terms and subject to the conditions and provisions contained herein, at the Closing (as defined in Section 2.1), the Seller shall sell, convey, assign and deliver to the Purchaser, and the Purchaser shall acquire and accept from the Seller, free and clear of any and all liens, claims, interests and encumbrances, the Seller's right, title and interest in and to the following assets of the Purchaser ("Acquired Assets"):

  • Purchase and Sale of Company Shares Sale of Company Shares

  • Purchase and Sale of Assets (a) Upon and subject to the terms and conditions of this Agreement, the Buyer shall purchase from the Seller, and the Seller shall sell, transfer, convey, assign and deliver to the Buyer, at the Closing, for the consideration specified below in this Article I, all right, title and interest in, to and under the Acquired Assets.

  • Purchase and Sale of Interests Upon the terms and subject to the conditions set forth in this Agreement, Seller shall sell, assign, transfer and convey to Buyer, and Buyer shall purchase and acquire from Seller, at the Closing, the Interests. Seller shall transfer the Interests to Buyer by delivery of the Assignment Document at Closing.

  • Purchase and Sale of Common Shares (a) Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties set forth in Schedule B to this Agreement, the Purchaser hereby agrees to purchase from the Company and the Company hereby agrees to sell to the Purchaser, on the Closing Date, 104,500,000 Common Shares (the “Purchased Shares”) at a price of $48.60 per Purchased Share for an aggregate purchase price of $5,078,700,000 (the “Share Purchase Price”).

  • Purchase and Sale of Purchased Assets On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Purchaser will purchase from the Seller, and the Seller will sell, transfer, assign, convey and deliver to the Purchaser the Purchased Assets pursuant to the Xxxx of Sale.

  • Purchase and Sale of Common Shares and Warrants (a)Purchase of Common Shares and Warrants. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly, shall purchase from the Company on the Closing Date (as defined below), the number of Common Shares as is set forth opposite such Buyer's name in column (4) on the Schedule of Buyers, along with the Warrants to acquire up to that number of Warrant Shares as is set forth opposite such Buyer's name in column (5) on the Schedule of Buyers (the “Closing”).

  • Purchase and Sale of the Purchased Shares On and subject to the terms and conditions set forth in this agreement, at Closing Seller shall sell to Purchaser, and Purchaser shall purchase from Seller, the Purchased Shares, free and clear of all Liens.

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