Purchase and Sale of Transferred Shares. Upon the terms and subject to the conditions set forth in this Agreement and pursuant to the Transaction, at the Closing, Seller will sell, assign, transfer and convey to Verizon, and Verizon will purchase and acquire from Seller, all of the issued and outstanding capital stock of Vodafone Finance 1 (collectively, the “Transferred Shares”), free and clear of any Encumbrance. As a result of Verizon’s acquisition of the Transferred Shares, each of the Sold Entities shall, except as a result of the existence of the VAI Preferred Shares, become a direct or indirect wholly owned Subsidiary of Verizon. Subject to Section 2.3, the Transaction shall be implemented by way of the Vodafone Scheme, unless the Vodafone Requisite Scheme Vote is not obtained, any condition set forth in Section 7.1(b) or 7.1(c) is not satisfied or waived or the Vodafone Scheme lapses in accordance with its terms or is withdrawn, in which case the Transaction shall be implemented by way of the Share Purchase, subject to Section 2.5. If Seller fails to perform its obligations pursuant to this Section 2.1, Vodafone shall procure that Seller does so and Vodafone shall be jointly and severally liable to Verizon for any default by Seller in performing its obligations under this clause.
Purchase and Sale of Transferred Shares. Upon the terms set forth herein, Seller hereby agrees to sell to Purchaser, and Purchaser hereby agrees to purchase and accept from Seller, the Transferred Shares free and clear of any Encumbrances in consideration of payment of the Purchase Price.
Purchase and Sale of Transferred Shares. Subject to the terms and conditions contained herein, and for the consideration set forth below, Founder hereby sells, transfers, delivers and assigns all of his right, title and interest in and to the Transferred Shares to the Company, and the Company hereby purchases such Transferred Shares from Founder. In consideration of the sale of the Transferred Shares from Founder to the Company, the Company hereby delivers to Founder, and Founder hereby accepts from the Company. cash payment of the purchase price of ten cents ($0.10) per share for the Transferred Shares, or a total of $78,507.20.
Purchase and Sale of Transferred Shares. Subject to the other terms and conditions of this Agreement, at the Closing, Xxxxxx shall sell, assign, convey, transfer and deliver to the Purchaser, and the Purchaser shall purchase and acquire from Xxxxxx, and take assignment and delivery from Xxxxxx of, all of the issued and outstanding capital stock or other equity interests of Skyware (the “Transferred Shares”).
Purchase and Sale of Transferred Shares. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Parent and Sellers shall, and shall cause the applicable Parent Subsidiaries to, sell, assign, transfer, convey and deliver to the Purchaser Designated Subsidiaries, and Purchaser shall cause the Purchaser Designated Subsidiaries to purchase, acquire and accept from Parent and the Parent Subsidiaries, all of Parent’s and the Parent Subsidiaries’ right, title and interest in, to and under all the issued and outstanding Transferred Shares, free and clear of all Liens (other than restrictions on transfer under applicable securities Laws), for an aggregate purchase price of $3,625,000,000 (the “Purchase Price”), subject to adjustment as set forth in Article III. Purchaser shall designate the Purchaser Subsidiaries that will directly purchase, acquire and accept the Transferred Shares by written notice to Parent at least three Business Days prior to the Closing (such Purchaser Subsidiaries, the “Purchaser Designated Subsidiaries”); provided that (i) the Purchaser Designated Subsidiary that directly purchases, accepts and acquires the Transferred US Entity Common Shares shall be organized in a jurisdiction in the United States and (ii) the Purchaser Designated Subsidiary that directly purchases, accepts and acquires the Transferred Canadian Entity Common Shares shall be organized in a jurisdiction in Canada. The purchase and sale of the Transferred Shares pursuant to this Section 2.01 is referred to in this Agreement as the “Acquisition”.
Purchase and Sale of Transferred Shares. At the Closing (as defined below), each Seller shall (and, subject only to the consummation of the Closing, hereby does) sell, assign and transfer to the Purchaser, and the Purchaser shall (and, subject only to the consummation of the Closing, hereby does) purchase, all of each Seller’s right, title and interest in and to the Transferred Shares for the purchase prices (collectively, the “Purchase Price”) set forth on Exhibit A attached hereto. Promptly following the Closing, Seller shall notify Parent of the Closing and the purchase and sale hereunder and use commercially reasonable efforts to have the Transferred Shares registered in book entry form in the name of the Purchaser.
Purchase and Sale of Transferred Shares. On and subject to the terms and conditions of this Agreement, IDT Media shall purchase from Xxxxxxx, and Xxxxxxx shall sell, transfer, convey and deliver to IDT Media, free and clear of all encumbrances as provided in Section 2.5 hereof, the Transferred Shares for the consideration specified in Section 2.2 below.
Purchase and Sale of Transferred Shares. Upon the terms and subject to the conditions set forth in this Agreement, effective as of the Effective Time, Xxxxxxx, MII, WPI and MTF shall sell and Buyer shall purchase all of the right, title and interest of Xxxxxxx, MII, WPI and MTF in and to 100% of the issued and outstanding capital stock of Xxxxxxx IP and 100% of the issued and outstanding capital stock of Xxxxxxx Cayman. The capital stock of the Directly Transferred Subsidiaries is referred to herein as the "Transferred Shares."
Purchase and Sale of Transferred Shares. (a) On the terms and subject to the conditions set forth in this Agreement, at the Closing, UK Seller shall sell, assign, transfer, convey and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from UK Seller, all of UK Seller’s right, title and interest (free and clear of all Liens) in, to and under all the issued and outstanding Transferred US Entity Common Shares for the Purchase Price. The purchase and sale of the Transferred US Entity Common Shares pursuant to this Section 2.01(a) is referred to in this Agreement as the “US Acquisition”.
(b) At the Closing, Parent and Purchaser shall cause Indian Seller and Indian Purchaser, respectively to enter into the Indian SPA and to consummate the purchase and sale contemplated thereby (the “Indian Closing”). The execution of, and consummation of the transactions contemplated by, the Indian SPA, together with the US Acquisition, are referred to in this Agreement as the “Acquisition”.
Purchase and Sale of Transferred Shares. Upon the terms and subject to the conditions of this Agreement, at the Closing, VPI shall, and shall cause the other Share Sellers to, sell to the applicable Share Buyers, and Buyer shall, and shall cause the applicable Share Buyers to, purchase and acquire, free and clear of Encumbrances and with full title guarantee, all the Transferred Shares and with all rights now or hereafter becoming attached to them.
