Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, the Shares, free and clear of all Encumbrances, for the consideration specified in Section 2.02.
Appears in 22 contracts
Samples: Stock Purchase Agreement (NI Holdings, Inc.), Stock Purchase Agreement (Kingsway Financial Services Inc), Stock Purchase Agreement (Ideanomics, Inc.)
Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, the Shares, free and clear of all Encumbrances, Shares for the consideration specified in Section 2.02.
Appears in 9 contracts
Samples: Stock Purchase Agreement (Fortium Holdings Corp.), Securities Purchase Agreement (Laredo Oil, Inc.), Securities Purchase Agreement
Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, all of Seller’s right, title, and interest in and to the SharesMembership Interests, free and clear of all Encumbrances, for the consideration specified in Section 2.02.
Appears in 9 contracts
Samples: Membership Interest Purchase Agreement (Digital Brands Group, Inc.), Membership Interest Purchase Agreement (Digital Brands Group, Inc.), Membership Interest Purchase Agreement (Hudson Global, Inc.)
Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller Sellers shall sell to Buyer, and Buyer shall purchase from SellerSellers, the Shares, free and clear of all Encumbrances, for the consideration specified in Section 2.02.
Appears in 9 contracts
Samples: Stock Purchase Agreement (LifeMD, Inc.), Share Purchase Agreement (Allied Motion Technologies Inc), Stock Purchase Agreement (Franklin Covey Co)
Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, the Shares, free and clear of all Encumbrancesany lien, for the consideration specified in Section 2.02pledge, mortgage, deed of trust, security interest, charge, claim, easement, encroachment or other similar encumbrance (each, an “Encumbrance”).
Appears in 5 contracts
Samples: Stock Purchase Agreement (Crypto Co), Stock Purchase Agreement (China Green Agriculture, Inc.), Stock Purchase Agreement (System1, Inc.)
Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, the Impact Shares, free and clear of all Encumbrances, for the consideration specified in Section 2.02.
Appears in 4 contracts
Samples: Share Exchange Agreement (Impact Biomedical Inc.), Share Exchange Agreement (Impact Biomedical Inc.), Share Exchange Agreement (Document Security Systems Inc)
Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, all of the Shares, free and clear of all Encumbrances, for the consideration specified in Section 2.022.2 below.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Planet 13 Holdings Inc.), Stock Purchase Agreement (Planet 13 Holdings Inc.), Stock Purchase Agreement (Acreage Holdings, Inc.)
Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, the Shares, free and clear of all Encumbrances, for the consideration specified in Section 2.02.
Appears in 3 contracts
Samples: Stock Purchase Agreement (AgEagle Aerial Systems Inc.), Stock Purchase Agreement (AgEagle Aerial Systems Inc.), Stock Purchase Agreement (Houston Wire & Cable CO)
Purchase and Sale. Subject to the terms and conditions set forth hereinin this Agreement, at the Closing, Seller Sellers shall sell to Buyer, and Buyer shall purchase from SellerSellers, the SharesMembership Interests, on a cash-free basis, free and clear of all Encumbrances, for the consideration specified in Section 2.02.
Appears in 3 contracts
Samples: Membership Interest Purchase Agreement (Aaon, Inc.), Membership Interest Purchase Agreement (Aaon, Inc.), Membership Interest Purchase Agreement (Aaon, Inc.)
Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, all of Seller’s right, title and interest in and to the SharesMembership Interests, free and clear of all Encumbrances, for the consideration specified in Section 2.02.
Appears in 3 contracts
Samples: Membership Interest Purchase Agreement (Multimedia Platforms Inc.), Membership Interest Purchase Agreement (Chanticleer Holdings, Inc.), Membership Interest Purchase Agreement (Big Sky Productions, Inc.)
Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller Sellers shall sell to Buyer, and Buyer shall purchase from SellerSellers, all of Sellers’ right, title, and interest in and to the SharesMembership Interests, free and clear of all EncumbrancesLiens, for the consideration specified in Section 2.02.
Appears in 3 contracts
Samples: Membership Interest Purchase Agreement (Fat Brands, Inc), Membership Interest Purchase Agreement (Fat Brands, Inc), Membership Interest Purchase Agreement (Fat Brands, Inc)
Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, all of the SharesMembership Interests, free and clear of all Encumbrances, for the consideration specified in Section 2.022.2 below.
Appears in 3 contracts
Samples: Membership Interest Purchase Agreement (Cleanspark, Inc.), Membership Interest Purchase Agreement (Cleanspark, Inc.), Purchase and Sale Agreement (Cleanspark, Inc.)
Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller Sellers shall sell to Buyer, and Buyer shall purchase from SellerSellers, the Shares, free and clear of all Encumbrances, Shares for the consideration specified in Section 2.022.2.
Appears in 3 contracts
Samples: Share Purchase Agreement, Stock Purchase Agreement (Tredegar Corp), Share Purchase Agreement (Techne Corp /Mn/)
Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, the Shares, Shares free and clear of all Encumbrances, for the consideration specified in Section 2.02.
Appears in 2 contracts
Samples: Stock Purchase Agreement (EV Energy Partners, LP), Securities Purchase Agreement (Voyager Oil & Gas, Inc.)
Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller Sellers shall sell to Buyer, and Buyer shall purchase from SellerSellers, the SharesInterests, free and clear of all Encumbrances, for the consideration specified in Section 2.02.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Gse Systems Inc), Membership Interest Purchase Agreement (Gse Systems Inc)
Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, the Shares, free and clear of all Encumbrances, for the consideration specified in Section 2.02this ARTICLE II.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Escalon Medical Corp), Stock Purchase Agreement (ERBA Diagnostics, Inc.)
Purchase and Sale. Subject to Upon the terms and subject to the conditions set forth herein, at the ClosingClosing (as defined in Section 2.6(a) hereof), Seller shall sell to Buyer, and Buyer shall purchase from Seller, and Seller shall irrevocably sell, convey, transfer, assign and deliver to Buyer, the SharesPurchased Assets (as defined in Section 2.1(b) hereof), free and clear of all Encumbrances, for the consideration specified in Section 2.02Liens.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Interwave Communications International LTD), Asset Purchase Agreement (Avanex Corp)
Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to BuyerPurchaser, and Buyer Purchaser shall purchase from Seller, the Shares, free and clear of all Encumbrances, Shares for the consideration specified in Section 2.02.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Novatel Wireless Inc), Stock Purchase Agreement (DecisionPoint Systems, Inc.)
Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, the Shares, for the Purchase Price, free and clear of any and all Encumbrances, for the consideration specified in Section 2.02Encumbrances (other than Encumbrances arising under securities laws or Encumbrances created by Buyer).
Appears in 2 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (Beacon Roofing Supply Inc)
Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to BuyerPurchaser, and Buyer Purchaser shall purchase from Seller, all of Seller’s rights, title, and interest in and to the SharesMembership Units, free and clear of all Encumbrances, for the consideration specified in Section 2.021.02.
Appears in 2 contracts
Samples: Membership Unit Purchase Agreement (Boston Beer Co Inc), Unit Purchase Agreement (Boston Beer Co Inc)
Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller Vendors shall sell to BuyerPurchaser, and Buyer Purchaser shall purchase from SellerVendors, the Shares, free and clear of all Encumbrances, for the consideration specified in Section 2.022.2.
Appears in 2 contracts
Samples: Share Purchase Agreement (Inpixon), Share Purchase Agreement (Inpixon)
Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, all of Seller’s right, title and interest in and to the SharesMembership Interests, free and clear of all Encumbrances, for the consideration specified in Section 2.02.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Graymark Healthcare, Inc.), Membership Interest Purchase Agreement (Prospect Global Resources Inc.)
Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, all of Seller’s right, title and interest in and to the SharesPartnership Interests, free and clear of all Encumbrances, for the consideration specified in Section 2.022.02 (the “Acquisition”).
Appears in 2 contracts
Samples: Partnership Interest Purchase Agreement (National Waste Management Holdings, Inc.), Partnership Interest Purchase Agreement (National Waste Management Holdings, Inc.)
Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, all of Seller’s right, title and interest in and to the SharesMembership Interests, free and clear of all Encumbrances, for the consideration specified in Section 2.022.02 (the “Acquisition”).
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (National Waste Management Holdings, Inc.), Membership Interest Purchase Agreement (National Waste Management Holdings, Inc.)
Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, the SharesInterest, free and clear of all Encumbrances, for the consideration specified in Section 2.02.
Appears in 2 contracts
Samples: Limited Liability Company Purchase Agreement (HomeSmart Holdings, Inc.), Limited Liability Company Interest Purchase Agreement (HomeSmart Holdings, Inc.)
Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, the Shares, free and clear of all Encumbrances, Units for the consideration specified in Section 2.02.
Appears in 2 contracts
Samples: Stock Purchase Agreement (EnerSys), Unit Purchase Agreement (Blackbaud Inc)
Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, the Shares, free and clear of all Encumbrances, Equity Interests for the consideration specified in Section 2.02.
Appears in 2 contracts
Samples: Securities Purchase Agreement, Securities Purchase Agreement
Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, the Shares, free and clear of all EncumbrancesEncumbrances other than under applicable state and federal securities laws and Encumbrances created by Buyer, for the consideration specified in Section 2.02.
Appears in 2 contracts
Samples: Stock Purchase Agreement (BurgerFi International, Inc.), Stock Purchase Agreement (BurgerFi International, Inc.)
Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller Sellers shall sell to Buyer, and Buyer shall purchase from SellerSellers, the Shares, free and clear of all Encumbrances, Shares for the consideration specified in Section 2.02.
Appears in 2 contracts
Samples: Stock Purchase Agreement (AgEagle Aerial Systems Inc.), Stock Purchase Agreement (Amc Entertainment Holdings, Inc.)
Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, the Shares, free and clear of all Encumbrances, for the consideration specified in Section 2.021.02.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Lithia Motors Inc), Stock Purchase Agreement (Lithia Motors Inc)
Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, all of Seller’s right, title, and interest in and to the SharesMembership Interests, free and clear of all Encumbrances, for the consideration specified in Purchase Price, as such may be adjusted pursuant to Section 2.021.4 hereof.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Eventbrite, Inc.), Membership Interest Purchase Agreement (Pandora Media, Inc.)
Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell sell, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, the SharesPurchased Interest, free and clear of all Encumbrances, for the consideration specified in Section 2.02.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (CLS Holdings USA, Inc.), Membership Interest Purchase Agreement
Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, the Shares, free and clear of all Encumbrances, except those imposed by applicable securities laws, for the consideration specified in Section 2.02.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Air Industries Group), Stock Purchase Agreement (Cpi Aerostructures Inc)
Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller Sellers shall sell to Buyer, and Buyer shall purchase from SellerSellers, the SharesInterest, free and clear of all Encumbrances, for the consideration specified in Section 2.02.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Green Thumb Industries Inc.), Membership Interest Purchase Agreement
Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, the SharesMembership Interests, free and clear of all Encumbrancesany Encumbrance, for the consideration specified in Section 2.02.
Appears in 2 contracts
Samples: Securities Purchase Agreement (TILT Holdings Inc.), Securities Purchase Agreement
Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, (a) the SharesUnits and (b) the Acquired Assets, in each case free and clear of all Encumbrances other than Permitted Encumbrances, for the consideration specified in Section 2.02.
Appears in 2 contracts
Samples: Unit Purchase Agreement (Ennis, Inc.), Unit Purchase Agreement (Ennis, Inc.)
Purchase and Sale. Subject to the terms and conditions set forth hereinherein (including, without limitation, Section 2.03), at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, the SharesRepurchase Shares (as defined in Section 2.03), free and clear of all Encumbrances, for the consideration specified in Section 2.02.
Appears in 1 contract
Samples: Stock Repurchase Agreement (Artesian Resources Corp)
Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, the SharesGoodwill, free and clear of all Encumbrances, for the consideration specified in Section 2.02.
Appears in 1 contract
Samples: Goodwill Purchase Agreement (Troika Media Group, Inc.)
Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, each Seller shall sell to Buyer, and Buyer shall purchase from each Seller, the Sharesall of each Seller’s right, title, and interest in and to such Seller’s App Products Interests, free and clear of all Encumbrances, for the consideration specified in Section 2.02.
Appears in 1 contract
Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, all right, title and interest in and to all of the Shares, free and clear of all EncumbrancesEncumbrances (other than restrictions on transfer under federal and states securities Laws), for the consideration specified in Section 2.02.
Appears in 1 contract
Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell sell, transfer and assign to Buyer, and Buyer shall purchase from Seller, all of Seller’s right, title and interest in and to the Shares, Interests free and clear of all Encumbrances, Encumbrances (other than any Encumbrances arising as a result of the transactions contemplated by this Agreement or under any applicable securities laws) and Buyer shall purchase the Interests for $[____________] (the consideration specified in Section 2.02.“Purchase Price”).3
Appears in 1 contract
Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller Sellers shall sell to Buyer, and Buyer shall purchase from SellerSellers, the SharesPurchased Interests, free and clear of all Encumbrances, for the consideration specified in Section 2.02.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Kingsway Financial Services Inc)
Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, the Purchased Shares, free and clear of all Encumbrances, for the consideration specified in Section 2.02.
Appears in 1 contract
Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, the Vantage Shares, free and clear of all Encumbrances, for the consideration specified in Section 2.02.
Appears in 1 contract
Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller Vendor shall sell to BuyerPurchaser, and Buyer Purchaser shall purchase from SellerVendor, the Shares, free and clear of all Encumbrances, for the consideration specified in Section 2.02.
Appears in 1 contract
Samples: Share Purchase Agreement (Vision Marine Technologies Inc.)
Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller the Vendors shall sell to Buyerthe Purchaser, and Buyer the Purchaser shall purchase from Sellerthe Vendors, the Shares, free and clear of all Encumbrances other than Permitted Encumbrances, for the consideration specified in Section 2.022.2.
Appears in 1 contract
Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall Sellers hereby sell to Buyer, and Buyer shall purchase hereby purchases from SellerSellers, the Shares, free and clear of all Encumbrances, for the consideration specified in Section 2.02.
Appears in 1 contract
Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, all of Seller’s right, title and interest in and to the SharesMembership Interests and the Additional Purchased Assets, free and clear of all Encumbrances, for the consideration specified in Section 2.02.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Graymark Healthcare, Inc.)
Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller Sellers shall sell to Buyer, and Buyer shall purchase from SellerSellers, the SharesShares and Warrants, free and clear of all Encumbrances, for the consideration specified in Section 2.02.
Appears in 1 contract
Samples: Stock and Warrant Purchase Agreement (Wavedancer, Inc.)
Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell sell, assign, transfer and deliver to BuyerBuyer all of the Shares, free and clear of all Encumbrances (other than any restrictions under the Securities Act and applicable state securities laws), and Buyer shall purchase from Seller, the Shares, free and clear of all Encumbrances, for the consideration specified in Section 2.022.2.
Appears in 1 contract
Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to BuyerBuyers, and Buyer Buyers shall purchase from Seller, the Shares, free and clear of all Encumbrances, Membership Interests for the consideration specified in Section 2.022.2.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Finish Line Inc /In/)
Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, each Seller shall sell to Buyer, and Buyer shall purchase from such Seller, the Shares, free and clear of all Encumbrances, for the consideration specified in Section 2.021.3, the Equity owned by such Seller, free and clear of all Encumbrances (other than restrictions on transfer imposed under applicable securities Laws).
Appears in 1 contract
Samples: Stock Purchase Agreement (Sterling Construction Co Inc)
Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller Sellers shall sell to Buyer, and Buyer shall purchase from SellerSellers, the Shares, free and clear of all EncumbrancesEncumbrances and together with all legal and beneficial rights and benefits attached or accruing to them upon Closing, for the consideration specified in Section 2.02.
Appears in 1 contract
Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, the Shares, free and clear of any and all Encumbrances, for the consideration specified in Section 2.02.
Appears in 1 contract
Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, the SharesEquity Interests, free and clear of all Encumbrances, for the consideration specified in Section 2.02.
Appears in 1 contract
Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller Sellers shall sell to Buyer, and Buyer shall purchase from SellerSellers, the Shares, free and clear of all Encumbrances, for the consideration specified in Section 2.02.
Appears in 1 contract
Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, the Shares, free and clear of all Encumbrances, LLC Interests owned by Seller for the consideration Purchase Price specified in Section 2.02.
Appears in 1 contract
Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, the Seller shall sell hereby sells the Shares to Buyer, and Buyer shall purchase hereby purchases the Shares from the Seller, the Shares, free and clear of all Encumbrances, for the consideration specified in Section 2.02.
Appears in 1 contract
Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, each Seller shall sell to Buyer, and Buyer shall purchase from each Seller (a) the Shares and (b) all of such Seller’s right, title and interest in and to the SharesMembership Interests, in each case free and clear of all Encumbrances, as set forth next to such Seller’s name on Exhibit A hereto, for the consideration specified in Section 2.02.
Appears in 1 contract
Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller (i) the Sellers shall sell to Buyer, and Buyer shall purchase from SellerSellers, all of Sellers’ right, title and interest in and to the SharesMembership Interests, free and clear of all Encumbrances, and (ii) in consideration for the sale of the Membership Interests, Buyer shall deliver or cause to be delivered, to Sellers the consideration specified in Section 2.02.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Digirad Corp)
Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, the Shares, free and clear of all Encumbrances, for the consideration specified in Section 2.02.
Appears in 1 contract
Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller the Sellers shall sell to BuyerPurchaser, and Buyer Purchaser shall purchase from Sellerthe Sellers, all right, title and interest in and to the Shares, free and clear of all Encumbrances, in each case for the consideration specified in Section 2.02.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Local Bounti Corporation/De)
Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from SellerSellers, all of Sellers’ right, title, and interest in and to the SharesMembership Interests, free and clear of all Encumbrances, for the consideration specified in Section 2.02.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Digital Brands Group, Inc.)
Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, the Seller shall sell to Buyer, and Buyer shall purchase from the Seller, the Shares, Membership Interests free and clear of all Encumbrances, other than restrictions on transfer arising under applicable state or federal securities Laws, for the consideration specified in Section 2.02.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Envirotech Vehicles, Inc.)
Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Closing each Seller shall sell to Buyerthe Purchaser, and Buyer the Purchaser shall purchase from each Seller, the SharesShares held by such on a cash-free, debt-free basis, free and clear of all Encumbrances, Encumbrances for the consideration specified in Section 2.022.02 (collectively, the “Transaction”).
Appears in 1 contract
Samples: Stock Purchase Agreement (Bridgeline Digital, Inc.)
Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, the Shares, free and clear of all Encumbrances, Membership Interests for the consideration specified in Section 2.02.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Accel Entertainment, Inc.)
Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, the Shares, free and clear of all Encumbrances, Liens for the consideration specified in Section 2.02.
Appears in 1 contract
Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell sell, convey, assign and transfer to Buyer, and Buyer shall will purchase from Seller, all of the right, title, and interest of Seller in and to the Shares, free and clear of all Encumbrances, for the consideration specified in Section 2.02.
Appears in 1 contract
Samples: Stock Purchase Agreement (Turning Point Brands, Inc.)
Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, the Shares, free and clear of all EncumbrancesEncumbrances (other than restrictions on transfer arising under applicable state or federal securities Laws), for the consideration specified in Section 2.02.
Appears in 1 contract
Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, all the Sharesissued and outstanding Shares of the Company, free and clear of all Encumbrances, for the consideration specified in Section 2.02.
Appears in 1 contract
Samples: Stock Purchase Agreement (American International Holdings Corp.)
Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, each Seller shall sell to Buyer, and Buyer shall purchase from each Seller, the SharesSecurities, as set forth next to such Seller’s name on Exhibit A hereto, in each case, free and clear of any and all Encumbrances, for the consideration specified in Section 2.02.
Appears in 1 contract
Samples: Securities Purchase Agreement (U.S. Concrete, Inc.)
Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to BuyerPurchaser, and Buyer Purchaser shall purchase from Seller, the Shares, free and clear of all Encumbrances, Shares for the consideration specified in Section 2.021.2.
Appears in 1 contract
Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, all of Seller’s right, title and interest in and to the Shares, free and clear of all Encumbrances, LLC Interests for the consideration specified in Section 2.02.
Appears in 1 contract
Samples: Limited Liability Company Interest Purchase Agreement (Quanex Building Products CORP)
Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyerand convey, and Buyer shall purchase from Sellerpurchase, the SharesProperty, free and clear of all Encumbrancesencumbrances, for the consideration specified in Section 2.021.2.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Timberline Resources Corp)
Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell sell, transfer, convey and deliver to Buyer, and Buyer shall purchase purchase, acquire and assume from Seller, all the Shares, free and clear of all Encumbrances, Shares for the consideration specified in Section 2.02.
Appears in 1 contract
Samples: Stock Purchase Agreement (Salona Global Medical Device Corp)
Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, the SharesAcquired Interests, free and clear of all Encumbrances, for the consideration specified in Section 2.02.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Kingsway Financial Services Inc)
Purchase and Sale. Subject to the terms and conditions set forth hereinherein and the Amendment, at the Closing, Seller Sellers shall sell to Buyer, and Buyer shall purchase from SellerSellers, the Shares, free and clear of all Encumbrances, for the consideration specified in Section 2.02.
Appears in 1 contract
Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller Sellers shall sell to Buyer, and Buyer shall purchase from SellerSellers, all of Sellers’ right, title and interest in and to the SharesMembership Interests, free and clear of all Encumbrances, for the consideration specified in Section 2.02.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Computer Programs & Systems Inc)
Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller the Selling Holders shall sell to Buyer, and Buyer shall purchase from Sellerthe Selling Holders, the Shares, free and clear of all Encumbrances, for the consideration specified in Section 2.02.
Appears in 1 contract
Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, each Seller shall sell to Buyer, and Buyer shall purchase from each Seller, the SharesShares owned by such Seller, free and clear of all Encumbrances, for the consideration specified in Section 2.02.
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Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller Sellers shall sell to Buyer, and Buyer shall purchase from SellerSellers, the SharesLLC Interests, free and clear of all Encumbrances (other than Permitted Interest Encumbrances, ) for the consideration specified in Section 2.02.
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Samples: Membership Interest Purchase Agreement (Good Times Restaurants Inc)
Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, each Seller shall sell to Buyer, and Buyer shall purchase from each Seller, all of the SharesShares held by such Seller, on a debt-free, cash-free and clear of all Encumbrancesbasis, for the consideration specified in Section 2.02, in each case free and clear of all Encumbrances.
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Samples: Stock Purchase Agreement (Sterling Construction Co Inc)
Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, all right, title and interest in and to the SharesMembership Interests, free and clear of all Encumbrances, for the consideration specified in Section 2.02.
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Samples: Membership Interest Purchase Agreement (Innospec Inc.)
Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller Sellers shall sell to Buyer, and Buyer shall purchase from SellerSellers, all of the Shares, free and clear of all Encumbrances, Shares for the consideration specified in Section 2.02.
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Purchase and Sale. Subject to the terms and conditions set forth herein, at At the Closing, Seller Vendor shall sell to BuyerPurchaser, and Buyer Purchaser shall purchase from SellerVendor, the Shares, free and clear of all Encumbrances, for the consideration specified in Section 2.02.
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Samples: Share Purchase Agreement
Purchase and Sale. Subject to the terms and conditions set forth herein, at the ClosingClosing (as defined in Section 2), Seller the Sellers shall sell sell, transfer and assign to the Buyer, and the Buyer shall purchase from Seller, all of Seller's right, title and interest in and to the Shares, free and clear of all Encumbrances, . The purchase price for the consideration specified in Section 2.02Shares shall be the Purchase Price.
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Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, the SharesGoodwill, free and clear of all Encumbrances, for the consideration specified in Section 2.02.. Section 2.02
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Samples: Goodwill Purchase Agreement
Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase purchase, acquire, and accept from Seller, the Shares, free and clear of all Encumbrances, Shares for the consideration specified in Section 2.02.
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Samples: Stock Purchase Agreement (Hudson Technologies Inc /Ny)
Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller Sellers shall sell to Buyer, and Buyer shall purchase from SellerSellers, the Shares, free and clear of all Encumbrances (other than Permitted Encumbrances, ) for the consideration specified in Section 2.02.
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Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyerand convey, and Buyer shall purchase from Sellerpurchase, the SharesProperty, free and clear of all Encumbrancesencumbrances, for the consideration specified in Section 2.02Section1.2.
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Samples: Purchase and Sale Agreement (Timberline Resources Corp)
Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller Shareholders shall sell to BuyerPurchaser, and Buyer Purchaser shall purchase from SellerShareholders, the Shares, free and clear of all EncumbrancesLiens, for the consideration specified in Section 2.021.2.
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Samples: Share Purchase Agreement (Bitdeer Technologies Group)
Purchase and Sale. Subject to the terms and conditions set forth herein, and subject to Section 4.0, et seq. of the Escrow Agreement, at the Closing, Seller Sellers shall sell to Buyer, and Buyer shall purchase from SellerSellers, the Shares, free and clear of all Encumbrances, for the consideration specified in Section 2.02.
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Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, each Seller shall sell to Buyer, Buyer and Buyer shall purchase from each Seller (on a several and not joint and several basis), all of such Seller's right, title and interest in and to the Shares, free and clear of all Encumbrances, Shares held by such Seller for the consideration specified in Section 2.02herein.
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Samples: Stock Purchase Agreement (Kratos Defense & Security Solutions, Inc.)
Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller Sellers shall sell to Buyer, and Buyer shall purchase from Seller, the SharesSecurities, free and clear of all EncumbrancesEncumbrances (other than those restrictions imposed by applicable Laws), for the consideration specified in Section 2.02.
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Samples: Securities Purchase Agreement (Accel Entertainment, Inc.)
Purchase and Sale. Subject to Upon the terms and conditions hereinafter set forth hereinforth, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, the Shares, Property free and clear of all EncumbrancesLiens, for other than the consideration specified in Section 2.02Permitted Exceptions.
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Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller Sellers shall sell to Buyer, and Buyer shall purchase from SellerSellers, all of Sellers’ right, title, and interest in and to the SharesMembership Interests, free and clear of all Encumbrances, for the consideration specified in Section 2.02.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Wrap Technologies, Inc.)
Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, the First Closing Shares, and the Second Closing Shares, free and clear of all Encumbrances, for the consideration specified in Section 2.02.
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Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, the Shares, free and clear of all Encumbrances, Shares for the consideration specified in Section 2.022.02 of this Agreement.
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Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, each Seller shall sell to Buyer, and Buyer shall purchase from each Seller (on a several and not joint and several basis), all of such Seller’s right, title and interest in and to the Shares, free and clear of all Encumbrances, Equity held by such Seller for the consideration specified in Section 2.02herein.
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Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller the Sellers shall sell to the Buyer, and the Buyer shall purchase from Sellerthe Sellers, the SharesMembership Interests, free and clear of all Encumbrances, for the consideration specified in Section 2.02.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Limbach Holdings, Inc.)