Sale and Purchase of Purchased Equity Sample Clauses

Sale and Purchase of Purchased Equity. At the Closing, upon the terms and subject to (a) the satisfaction or due waiver of the conditions in Article 7 and (b) the other provisions set forth in this Agreement, Seller agrees to sell, transfer, assign, convey and deliver to Buyer, and Buyer agrees to purchase, acquire and accept from Seller, all of the Purchased Equity.
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Sale and Purchase of Purchased Equity. Subject to the terms and conditions hereof, at the Closing, Seller shall sell, convey, assign, transfer and deliver to J&J, and J&J shall purchase and accept delivery from Seller of, all of Seller’s right, title and interest in and to the Purchased Equity, free and clear of all Liens and other restrictions on transfer (other than Permitted Liens or those restrictions on transfer imposed under applicable federal and state securities Law). Notwithstanding the foregoing, the transactions contemplated hereby shall not include, and J&J will not purchase or acquire from Parent, Seller or any of their respective Subsidiaries, any Excluded Assets.
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Sale and Purchase of Purchased Equity. 2 Section 1.02 Closing 2 Section 1.03 Buyer’s Closing Date Deliveries 2 Section 1.04 Seller’s Closing Date Deliveries 3 Section 1.05 Purchase Price 3 Section 1.06 Closing Statements 4 Section 1.07 Tax Withholding 6 ARTICLE II REPRESENTATIONS AND WARRANTIES OF SELLER Section 2.01 Corporate Status 7 Section 2.02 Corporate and Governmental Authorization 7 Section 2.03 Non-Contravention 8 Section 2.04 Capitalization; Title to Purchased Equity 8 Section 2.05 Acquired Companies; Ownership Interests 9 Section 2.06 Financial Statements; Reserves; Investment Assets; Accounting Controls 10 Section 2.07 No Undisclosed Material Liabilities 11 Section 2.08 Absence of Certain Changes 11 Section 2.09 Material Contracts 11 Section 2.10 Properties 13 Section 2.11 Intellectual Property; IT Systems 14 Section 2.12 Privacy and Data Security 16 Section 2.13 Litigation 17 Section 2.14 Compliance with Laws; Licenses and Permits 17 Section 2.15 Environmental Matters 18 Section 2.16 Employees, Labor Matters, Etc 18 Section 2.17 Employee Benefit Plans and Related Matters; ERISA 19 Section 2.18 Taxes 21 Section 2.19 Insurance 23 Section 2.20 Transactions with Affiliates 24 Section 2.21 Insurance Matters 24 Section 2.22 Producers 25 Section 2.23 Finders’ Fees 25 Table of Contents (continued) Page
Sample 1
Sale and Purchase of Purchased Equity. Subject to the terms and conditions hereof, at the Closing, Seller shall cause Interfinancial to, and Interfinancial shall, sell the Purchased Equity, to Buyer free and clear of all Liens (other than Liens arising under applicable securities Laws), and Buyer shall purchase the Purchased Equity from Interfinancial, for the Purchase Price, subject to adjustment as set forth in Section 1.05.
Sample 1
Sale and Purchase of Purchased Equity. Upon the terms and subject to the conditions contained herein, on the Closing Date, Seller agrees to Transfer to Purchaser and Purchaser’s Nominee, and Purchaser and Purchaser’s Nominee agree to purchase from Seller, the Purchased Equity.
Sample 1
Sale and Purchase of Purchased Equity. At the Closing, upon the terms and subject to conditions set forth in this Agreement, Seller agrees to sell, transfer, assign, convey and deliver to Buyer, and Buyer agrees to purchase, acquire and accept from Seller, all of the Purchased Equity, free and clear of all Liens.
Sample 1

Related to Sale and Purchase of Purchased Equity

  • Sale and Purchase Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in the form of Firm ADSs, and each of the Selling Securityholders agrees to sell, in each case severally and not jointly, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm ADSs set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 11 hereof, in each case at a purchase price of $[ ] per Firm ADS. The Company and the Selling Securityholders are advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm ADSs upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, hereby grant to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSs, ratably in accordance with the number of Firm ADSs to be purchased by each of them, all or a portion of the Additional ADSs as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSs, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Securityholders for the Firm ADSs. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company and the Selling Securityholders. Such notice shall set forth the aggregate number of Additional ADSs as to which the Over-Allotment Option is being exercised and the date and time when the Additional ADSs are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional ADSs to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Firm ADSs set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional ADSs), subject to adjustment in accordance with Section 11 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling Securityholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Securityholders”) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Securityholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

  • Sale and Purchase of the Assets Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, the Sellers shall sell, assign, transfer, convey and deliver to Purchaser, and Purchaser shall purchase and acquire from the Sellers, free and clear of all Liens other than Permitted Exceptions, all right, title and interest of the Sellers in and to all of their respective properties, assets, Contracts and rights, of every kind and description and wherever located, related to, used in or intended for use in connection with the Business as currently conducted or currently contemplated to be conducted, other than the Excluded Assets (collectively, the “Purchased Assets”), including without limitation the following:

  • Sale and Purchase of Equity Interest 1.1 授予权利 Option Granted 鉴于甲方向乙方支付了人民币10元作为对价，且乙方确认收到并认为该对价足够，乙方在此不可撤销地授予甲方在中国法律允许的前提下，按照甲方自行决定的行使步骤，并按照本合同第1.3条所述的价格，随时一次或多次从乙方购买或指定一人或多人（“被指定人”）从乙方购买其现在和将来所持有的丙方的全部和/或部分股权（无论乙方出资额或持股比例将来是否发生变化）的一项不可撤销的专有权（“股权购买权”）。除甲方和被指定人外，任何第三人均不得享有乙方股权的购买权或其他与乙方股权有关的权利。丙方特此同意乙方向甲方授予股权购买权。本款及本合同所规定的“人”指个人、公司、合营企业、合伙、企业、信托或任何其他经济组织。 In consideration of the payment of RMB10.00 by Party A, the receipt and adequacy of which is hereby acknowledged by Party B, Party B hereby irrevocably grants Party A an irrevocable and exclusive right to purchase, or designate one or more persons (each, a “Designee”) to purchase the equity interests in Party C now or then held by Party B (regardless whether Party B’s capital contribution and/or percentage of shareholding is changed or not in the future) once or at multiple times at any time in part or in whole at Party A's sole and absolute discretion to the extent permitted by Chinese laws and at the price described in Section 1.3 herein (such right being the “Equity Interest Purchase Option”). Except for Party A and the Designee(s), no other person shall be entitled to the Equity Interest Purchase Option or other rights with respect to the equity interests of Party B. Party C hereby agrees to the grant by Party B of the Equity Interest Purchase Option to Party A. The term “person” as used herein shall refer to individuals, corporations, partnerships, partners, enterprises, trusts or any other type of economic entity.

  • Purchase and Sale of Purchased Shares At the Closing and on the terms and subject to the conditions set forth in this Agreement, Sellers shall sell and deliver to Purchaser, and Purchaser shall purchase from Sellers and pay therefor, the Purchased Shares, free and clear of any and all Encumbrances and in suitable form for transfer to Purchaser.

  • 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 of Purchased Assets Sell, transfer, assign, lease, encumber or otherwise dispose of any of the Purchased Assets other than in the ordinary course of Seller's business consistent with past practices;

  • Purchase and Sale of Purchased Assets On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Purchaser will purchase from the Seller, and the Seller will sell, transfer, assign, convey and deliver to the Purchaser the Purchased Assets pursuant to the Xxxx of Sale.

  • 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.

  • SALE AND PURCHASE OF THE SALE SHARES 2.1 On and subject to the provisions of this Agreement, at Completion the Seller shall sell, and the Purchaser shall purchase, the Sale Shares free and clear from all Encumbrances, together with all rights attaching to them as at Completion, including any right to receive dividends, distributions or any return of capital declared, made or paid with effect from Completion.

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