Purchase and Sale; Transfer. On the terms and subject to the conditions set forth in this Agreement, at the Closing (as defined in Section 5.1), the Company will issue to the Investor such number of Ordinary Shares resulting from dividing the Purchase Price (as defined below) by a price per share equal to the lower of (a) NIS 0.7336, which is the average Company's price per share of the 5 trading days prior to December 13, 2012, and (b) the average closing price per share of the Company's ordinary shares on the TASE during the five trading days prior to and including the date on which the Company's shareholders general meeting convened for the approval of the transactions contemplated herein is held; provided, however, that the price per share hereunder shall in any event not be lower than NIS 0.60 (the "Price Per Share"), for the aggregate purchase price of $8,000,000 (the "Purchase Price"). Execution Copy In addition, the Company shall issue to the Investor at the Closing a Warrant to purchase a number of Ordinary Shares equal to the number of Ordinary Shares purchased by the Investor at Closing, in the form attached hereto as Exhibit B (the "Warrant"). The Ordinary Shares to be issued upon Closing hereunder are referred to herein as the "Purchased Shares" and the Ordinary Shares issuable upon exercise of the Warrant are referred to herein as the "Warrant Shares".
Purchase and Sale; Transfer. At the Closing, upon the terms and subject to the conditions of this Agreement, the Sellers agree to sell and transfer to Buyer or the applicable Buyer Designee(s), and Xxxxx agrees to, or to cause the applicable Buyer Designee(s) to, purchase and acquire from the Sellers, all of the Sellers’ right, title and interest in and to the Equity Interests and the Participations Intercompany Loan in exchange for the consideration specified in this Article
Purchase and Sale; Transfer. At the Closing, upon the terms and subject to the conditions of this Agreement, the Sellers agree to sell and transfer to Buyer or the applicable Buyer Designee(s), and Buyer agrees to, or to cause the applicable Buyer Designee(s) to, purchase and acquire from the Sellers, all of the Sellers’ right, title and interest in and to the Equity Interests and the Participations Intercompany Loan in exchange for the consideration specified in this Article II. The German Equity Sellers agree to enter into an agreement with a Buyer Designee to sell and transfer the German Equity Interests in customary form reasonably acceptable to Parent and Buyer, and Buyer shall cause the applicable Buyer Designee to enter into such agreement.
Purchase and Sale; Transfer. Section 2.1Purchase and Sale; Transfer; Cash Purchase Price 16 Section 2.2Closing 17 Section 2.3Closing Deliverables 17 Section 2.4Prorations 17 Section 2.5Proceedings 24 Section 2.6Closing Deliverables 24 Section 2.7Escrow Deposit 25 Section 2.8Withholding 26
Purchase and Sale; Transfer. Upon the terms set forth in this Agreement, at the Closing, each Seller shall sell to the Buyer, and the Buyer shall purchase from such Seller, all of such Seller’s Sold Interests, free and clear of all Liens other than transfer restrictions under applicable securities Laws.
Purchase and Sale; Transfer. (a) As hereinafter provided Seller hereby sells and transfers to Purchaser as a going concern, with economic effect as of the Closing Date, the Business including all assets - owned by the Seller on the date hereof - and liabilities attributable thereto, other than Excluded Assets. The sale and transfer shall include, without limitation, all right, title and interest of Seller in, to and under:
