SALE AND PURCHASE OF Sample Clauses

SALE AND PURCHASE OF. THE PORTFOLIO ASSETS 2.01. Sale and Purchase........................... 4 2.02.
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SALE AND PURCHASE OF. SHARES 2.01. Sale and Purchase of Shares . . . . . . . . . . . 3 2.02. Payment of Purchase Price; Transfer Restriction . 3 2.03.
Sample 1
SALE AND PURCHASE OF. Except as set forth in Section 1.02 hereof, upon the terms and subject to the conditions set forth herein, at the Closing (as defined herein), the Asset Companies shall sell, convey, transfer, assign and deliver to Newco, and Newco shall purchase, acquire and accept from the Asset Companies, free and clear of all liens, charges and encumbrances (subject to only those liens for liabilities which Newco specifically agrees in writing to assume), all of the Asset Companies' right, title and interest in and to all properties, assets, contracts, rights and choses in action of every kind, character and description, whether tangible or intangible, whether real, personal or mixed, whether accrued, contingent or otherwise, and wherever located, that are related to or existing, used or held for use in connection with the Business, as the same may exist on the Closing Date (as defined herein) (the "Assets"), including, without limitation, the following: (A) all cash, accounts receivable, prepaid expenses and unused advances of any kind of each of the Asset Companies related to the Business, including but not limited to those which are specified on Schedule 1.01(A); (B) all right, title and interest of each of the Asset Companies in and to all contracts (including donor contracts), agreements, arrangements, instruments, documents of any nature or description, including but not limited to those which are specified on Schedule 1.01(B); (C) all machinery, equipment, furniture, fixtures, office and computer equipment, leasehold improvements, vehicles and other tangible personal property of each of the Asset Companies related to the Business including but not limited to those which are specified on Schedule 1.01(C); (D) to the extent permitted by law, all interests of each of the Asset Companies in regulatory licenses, approvals, permits and applications held by each of the Asset Companies, including but not limited to those which are specified on Schedule 1.01(D); (E) all donor lists and records in any form (and all software related to any such computer records), whether past, present or future, of each of the Asset Companies; (F) all computer software, computer databases, computer programs, application software, source codes, and object codes of each of the Asset Companies related to the Business, including but not limited to those which are specified on Schedule 1.01(F); (G) all patents, trade secrets, inventions, processes, procedures, research records, market surveys, ...
Sample 1
SALE AND PURCHASE OF. SHARES Upon the terms and subject to the conditions contained herein, on the Closing Date: (a) Cap Corp shall sell, assign, transfer, convey and deliver to the Purchaser (or its designees) good and marketable title, free and clear of all Liens, and the Purchaser shall purchase from Cap Corp 100 Common Shares of the Corporation (the "Common Shares") representing all of the issued and outstanding shares of the Corporation, other than those shares described in Subsection (b), (c) and (d) below; (b) Gus shall sell, assign, transfer, coxxxy and deliver to the Purchaser (or its designees) good and marketable title, free and clear of all Liens, and the Purchaser shall purchase from Gus 400 Preferred Shares of the Corporation ("Gus' Shares") representing all of thx xhares owned by Gus, directly or indirectly in the Cxxxoration; (c) Leslie shall sell, assign, transfer, xxxxxy and deliver to the Purchaser (or its designees) good and marketable title, free and clear of all Liens, and the Purchaser shall purchase from Leslie 400 Preferred Shares of the Corporation ("Leslie's Shares") representing all of the shares owned by Leslie, directly or indirectly in thx Corporation; (d) Trust shall sell, assign, transfer, convey and deliver to the Purchaser (or its designees) good and marketable title, free and clear of all Liens, and the Purchaser shall purchase from the Trust 500 Preferred Shares of the Corporation ("Trust's Shares") representing all of the shares owned by Trust, directly or indirectly in the Corporation; In addition, from and after the Closing, the Vendors agree to provide, or cause to be provided, to Purchaser and the Corporation access to all documents and/or information as may be reasonably necessary to enable each of them to see to the efficient and proper conduct and administration of the Assets owned by the Corporation as hereinafter defined including, without limitation, all historical files, copies of Tax Returns, records and personnel data of Cap Corp related to the Business.
Sample 1
SALE AND PURCHASE OF. PAYEX Member Interest; Consideration. The Seller hereby agrees, subject to the terms and conditions of this Agreement, to sell, assign, transfer and deliver to Buyer at the Closing (as hereinafter defined) free and clear of all liens, claims, charges, limitations, agreements, restrictions and encumbrances whatsoever, the PAYEX Member Interest for the consideration specified in Section 1.1. The Seller hereby transfers all title over the PAYEX Member Interest to Buyer at the time of Closing, which includes all rights and obligations connected to the PAYEX Member Interest including but not limited to all rights to dividends, capital, all voting rights and for avoidance of doubt any dividends which are due but not yet paid will become due and paid to Buyer. The transfer is effective at the execution of this Agreement and the issuance of the consideration defined in Section 1.2.
Sample 1
SALE AND PURCHASE OF. SHARES 1
Sample 1
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SALE AND PURCHASE OF. SHARES Subject to the terms and conditions of this Agreement the Vendor shall, as absolute owner, sell to [•], and [•] shall purchase from the Vendor, the Shares. The Shares shall be sold with all rights attached to them and free from all Security Interests and from all other third party rights. The Companies hereby waive all rights of first refusal and any other pre-emption right which they may have in respect of the sale of the Shares referred to in clause 1.1 so as to permit their acquisition by [•] on Completion.
Sample 1
SALE AND PURCHASE OF 
Sample 1

Related to SALE AND PURCHASE OF

  • Sale and Purchase Upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Fund agrees to sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto in each case at a purchase price of $14.325 per Share. The Fund is advised that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determine. In addition, the Fund hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Fund, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Fund for the Firm Shares. This option may be exercised by you on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth day following the date hereof, by written notice to the Fund. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "Additional Time of Purchase"); provided, however, that the Additional Time of Purchase shall not be earlier than the Time of Purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares").

  • SALE AND PURCHASE OF NOTES Subject to the terms and conditions of this Agreement, the Company will issue and sell to each Purchaser and each Purchaser will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount specified opposite such Purchaser’s name in Schedule A at the purchase price of 100% of the principal amount thereof. The Purchasers’ obligations hereunder are several and not joint obligations and no Purchaser shall have any liability to any Person for the performance or non-performance of any obligation by any other Purchaser hereunder.

  • Sale and Purchase of Shares Upon the terms and subject to the conditions contained herein, on the Closing Date the Seller shall sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser shall purchase from the Seller, all of the Shares.

  • SALE AND PURCHASE OF THE SALE SHARES 2.1 Subject to and upon the terms and conditions of this Agreement, the Vendors shall sell and the Purchaser shall purchase the Sale Shares with effect from Completion free from all Encumbrances together with all rights now or hereafter attaching thereto including but not limited to all dividends paid, declared or made in respect thereof on or after the date of Completion. 2.2 The Purchaser shall not be obliged to purchase any of the Sale Shares unless the purchase of all the Sale Shares is completed simultaneously.

  • Sale and Purchase of the Shares On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a price of $_____ per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 hereof. (b) The Company grants to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase.

  • Sale and Purchase of the Assets 1.1 Acquired Assets Subject to the terms and conditions of this Agreement, Seller agrees to sell, convey and deliver to Xxxxx and Xxxxx agrees to purchase and acquire from Seller the assets set forth below (the “Assets”) owned by Seller as of 7:00 a.m., Central Daylight Time, on the Closing Date set forth below: (a) All of Seller’s right, title and interest in all oil and gas leases, including but not limited to those described in Exhibit A-1 attached hereto (the “Leases”), covering the land and depths described in Exhibit A-1 (the “Land”), together with all the property and rights incident thereto, including without limitation Seller’s rights in, to and under all operating agreements, pooling, communitization and unitization agreements, farmout agreements, joint venture agreements, product purchase and sale contracts, transportation, processing, treatment or gathering agreements, leases, permits, rights-of-way, surface interests easements, licenses, options, declarations, orders, contracts, and instruments in any way relating to Seller’s interest in and in the vicinity of the Leases and Land; (b) All of Seller’s right, title and interest in and to the xxxxx situated on the Leases and Land or otherwise pooled, communitized or unitized therewith, including without limitation the xxxxx described in Exhibit A-1 attached hereto (all such xxxxx, the “Xxxxx”); (c) All of Seller’s overriding royalty interests, net profits interests, operating interests, reversionary interests and other interests or benefits or credits owned by Seller in and to the Land, the Leases or attributable to production therefrom; (d) All of the oil and gas and associated hydrocarbons (“Oil and Gas”) in and under or otherwise attributable to the Leases, Land or produced from the Xxxxx (subject to Buyer’s obligation to pay for marketable Oil and Gas in storage on the Leases as of the Closing Date as provided in Section 2.1); (e) All of Seller’s interests in and to all of the assets described in Exhibit A-2 (collectively, the “Equipment”), including, without limitation, producing and non-producing xxxxx, injection xxxxx, disposal xxxxx, well equipment, casing, tubing, tanks, generators, boilers, buildings, pumps, motors, machinery, pipelines, gathering systems, power lines, telephone and telegraph lines, field processing plants, field offices and other furnishings related thereto, equipment leases, trailers, inventory in storage, storage yards, and all other improvements or appurtenances thereunto belonging; and (f) All of the files, records, and data of Seller relating to the items described in subsections (A), (B), (C), (D), and (E) above (the “Records”), including, without limitation, lease records, well records, and division order records; well files; title records (including title opinions and title curative documents); contracts and contract files; correspondence; computer software and data files; geological, geophysical and seismic records, interpretations, data, maps and information; production records, electric logs, core data, pressure data, decline curves and graphical production curves; reserve reports; and accounting records, but excluding files and information relating to internal or external valuations of the Assets and privileged information.

  • Sale and Purchase of Stock 10 2.1. Sale and Purchase of Stock, Etc.......................................................10 2.2. Deposit...............................................................................10 2.3.

  • Sale and Purchase of the Securities The Company agrees to sell to each Underwriter, and each Underwriter, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein stated, agrees to purchase from the Company, at the purchase price set forth in Schedule I hereto, the principal amount of Securities set forth opposite the name of such Underwriter in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto, less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts (as hereinafter defined) are herein called "Contract Securities". The obligations of the Underwriters under this Agreement are several and not joint. If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities, or a portion thereof, from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve, and the Underwriters will endeavor to make such arrangements. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds and educational and charitable institutions. The Company will make Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the total principal amount of Contract Securities may not exceed the maximum principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which bears the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the total principal amount of Securities set forth in Schedule II hereto, except to the extent that the Representatives determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the total principal amount set forth in Schedule II hereto less the total principal amount of Contract Securities.

  • Sale and Purchase of Equity Interest 1.1 授予权利 Option Granted

  • Sale and Purchase of Assets (a) The Manager shall, in accordance with instructions from the Board, supervise the sale and purchase of assets on the Company’s behalf including the completion of such transactions. (b) In respect of any sale or purchase of an asset, the Manager shall provide assistance which shall include, but not be limited to, arranging the financing in the case of a purchase and, if necessary, renegotiating existing financing, and in the case of a sale or purchase, arranging other contractual agreements required by the transaction and the general completion of the specific transaction. (c) The Manager shall assist the Board in reviewing the market for sale and purchase of assets and providing the Company with recommendations in this respect. Any contracts related to a sale or purchase of an asset shall always be subject to the final approval of the Board.

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