Sale and Purchase of Equity. 1.1 Grant of right Party B hereby irrevocably grants Party A an irrevocable exclusive right to purchase or designate a Person or Persons (each referred to as a “Designated Person”) to purchase at any time from Party B all or part of the equity held by it in Party C at one time or multiple times by steps decided by Party A at its own discretion at the price stated in Article 1.3 hereof, to the extent permitted by Chinese laws (the “Purchasing Right”). No one other than Party A and the Designated Persons may enjoy the Purchasing Right or other rights in relation to Party B’s equity. Party C hereby consents to the grant of the Purchasing Right by Party B to Party A. The term “Person” referred to in this clause and this Agreement means individual, company, joint venture, partnership, enterprise, trust or non-corporate organization.
Sale and Purchase of Equity. 1.1 Option Granted
Sale and Purchase of Equity. Upon the terms and subject to the conditions set forth in this Agreement, at the closing of the transactions contemplated by this Agreement (the “Closing”), Sellers shall transfer, convey, assign and deliver to Purchaser, and Purchaser shall purchase and acquire from Sellers, all of Sellers’ respective right, title and interest in and to the Transferred Equity Interests (the “Sale”), and except as set forth on Section 2.1 of the Seller Discloser Letter, free and clear of any Liens (other than those arising under applicable securities Laws).
Sale and Purchase of Equity. 2.1 Under the terms and conditions hereof, the Transferor agrees to sell to the Transferee, and the Transferee agrees to purchase from the Transferor, the equity interest of the Target Company. The purchase price of the 100% Target Equity is US$10.41 million (the “Consideration”). The Target Company was obliged to pay the Transferor the amount of US$10 million pursuant to the share transfer agreement signed by and between the Target Company and the Transferor in February, 2012. The Transferee agrees to undertake the obligation of the Target Company to repay such debt to the Transferor as partial payment of the Consideration. The Transferee shall pay the amount of US$10 million to the Target Company and the Target Company shall immediately pay such US$10 million to the Transferor to repay the debt and hereby settle the liability to the Transferor. The Transferee shall also pay the remaining US$0.41 million to the Transferor directly. Once the Transferor receives the payment of US$10 million from the Target Company and US$0.41 million from the Transferee, it shall be deemed that the Transferee performs the payment obligation under this Agreement.
2.2 The Target Equity is clear of any Encumbrances and any other third party’s rights.
2.3 The Target Company and Vimicro Shanghai are clear of any capital commitment, hidden or contingent liabilities or guarantee obligations undisclosed to the Transferee in writing.
2.4 The Transferor warrants that, during the transition period from the execution hereof until the Closing Date, the Transferor shall endeavor to effectively and prudently run the current business, keep the Target Company and Vimicro Shanghai in normal operation, ensure service quality, human resource management, operation and goodwill of the Company not be damaged. Without the Transferee’s approval, the Transferor shall ensure the Target Company and Vimicro Shanghai will not assume any new major burdens (including guarantee liability) during the transition period from the execution hereof until the Closing Date.
2.5 Within the transition period from the execution hereof until the Closing Date, the Transferor shall, at the request of the Transferee, use its best effort to provide the Transferee with materials relating to the Target Equity, business, finance and management of the Target Company and Vimicro Shanghai, and shall not conceal any materials, data or certificates. In addition, the Transferor agrees that, upon execution hereof, the Transferee an...
Sale and Purchase of Equity. Subject to the terms and conditions set forth in this Agreement, at the Closing (as defined below), Seller will sell to Buyer, and Buyer will purchase from Seller, all of the Equity, free and clear of any and all mortgages, liens, claims, charges, encumbrances, pledges or third party rights of any kind (“Encumbrances”). As consideration for the Equity, Buyer will pay to Seller $370,823.60 (the “Purchase Price”) at the Closing.
Sale and Purchase of Equity. 1.1 Subject to the terms of this Agreement, Seller is legal and beneficial owner of the Company Shares and shall transfer and sell said Company Shares to the Buyer. The Buyer shall acquire and purchase from the Seller the Company Shares, together with all rights attaching to them free and clear of all liens and all encumbrances.
1.2 Upon the completion of the registration proceeding and carrying out of the necessary formalities contemplated pursuant to Section 2.1 and 2.2 below, the Buyer shall pay to Seller $1,000,000.00 as consideration for the transfer hereby contemplated.
1.3 Should it be deemed necessary, the Parties may negotiate for additional terms and conditions in a supplemental agreement.
Sale and Purchase of Equity. 4.1 Both Parties acknowledge that, determination of the Transfer Price hereunder (hereinafter “Transfer Price”) shall satisfy all the following conditions:
(1) The Transfer Price is RMB 251.8 million.
(2) The appraisal report issued by Zhonghe Asset Appraisal Co., Ltd. shall take effect upon filing with People's Daily.
4.2 At the time of Delivery, Party A shall transfer to Party B all the Equity of the Company with full legal title and free from any Encumbrance (other than any Encumbrance imposed by applicable Laws or pursuant to Transaction Documents as agreed by both Parties), together with all rights attached to or arising out the Equity of the Company at and from the Delivery Date, including without limitation, right to dividends.
Sale and Purchase of Equity. 1
2.1 Sale and Purchase of Company Units 1 2.2 Closing 1 2.3 Purchase Price; Payment Instructions 1 2.4 Purchase Price; Adjustments 2 2.5 Purchase Price Allocation 3 2.6 Reimbursement of Payments 4
Sale and Purchase of Equity. At the Closing, the Equityholders shall sell, assign, transfer, and deliver their respective Equity to Purchaser, and Purchaser shall purchase the Equity from the Equityholders, free and clear of all security interests, liens, claims, pledges, defaults of title, encumbrances, hypothecations, mortgages, restrictions, adverse rights or interests, charges, and other encumbrances of any nature whatsoever (collectively, “Liens”), and on the terms and subject to the conditions set forth in this Agreement.
Sale and Purchase of Equity. Upon the terms and subject to the conditions contained herein, on the Closing Date, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase, acquire and accept from Seller, all of Seller's right, title, ownership and interest in and to all of Seller's equity interest in the Company (the "Equity"). Seller represents and warrants that it has full legal and beneficial title to the Equity and that the Equity is free and clear of any liens, security interests, or other encumbrances.
