Purchase of Seller Common Sample Clauses

Purchase of Seller Common. On the Effective Date, subject to the terms and conditions of this Agreement and the Bank Merger Agreement, the Seller Stockholders hereby agree to sell to MB, and MB hereby agrees to purchase from the Seller Stockholders, free and clear of all liens, claims and other encumbrances, all of the shares of Common Stock, $1.00 par value per share (the “Seller Common”), owned or held by each of the Seller Stockholders, as shown on Exhibit A attached hereto, and MB hereby agrees to pay to the Seller Stockholders the Purchase Consideration (as such term is hereinafter defined) for said shares in accordance with the terms and conditions hereof. For purposes hereof, “Purchase Consideration” shall mean the $351.11 per share of outstanding Seller Common that MB hereby agrees to pay, transfer and assign to the Seller Stockholders in accordance with the terms and conditions of this Agreement, subject to any adjustments provided for herein. Based upon the representation and warranty of Seller and the Seller Stockholders contained in Paragraph 8(a) hereof that there are 85,810 shares of Seller Common currently issued and outstanding, it is anticipated by the parties hereto that the aggregate Purchase Consideration to be paid to the Seller Stockholders hereunder will be $30,128,749.10.
Sample 1
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Related to Purchase of Seller Common

  • Seller Closing Deliveries No later than 1 Business Day prior to the Closing Date, Seller shall deliver to Escrow Agent, each of the following items:

  • Purchase Closing On the Purchase Date,

  • Closing Purchase Price The Closing Purchase Price (the "Closing Purchase Price") shall be paid or delivered by Buyer at Closing in the following manner:

  • Company Closing Deliveries At the Closing, the Company shall deliver, or cause to be delivered, to the Purchaser the following:

  • Purchaser Closing Deliveries At the Closing, Purchaser shall deliver, or cause to be delivered, the following:

  • Closing Deliveries by the Purchaser At the Closing, the Purchaser shall deliver to the Seller:

  • Seller Deliveries At the Closing, Seller shall deliver to Purchaser:

  • Closing Closing Deliveries (a) The consummation of the transactions contemplated by this Agreement (the “Closing”) will take place on the Closing Date

  • Purchase and Sale Agreements All purchase and sale agreements now or hereafter entered into of the Real Estate, or any portion thereof, or any condominium units into which the Real Estate may be converted including, without limitation, cash, letters of credit or securities deposited thereunder to secure performance by the purchasers of their obligations thereunder (hereinafter, the “Purchase and Sale Agreements”); and

  • Purchaser Common Stock Each share of common stock, par value $0.001 per share, of the Purchaser (the “Purchaser Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

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