SALE AND PURCHASE OF SALE SHARES. Subject to the terms and conditions of this Agreement, the Vendor, as legal and beneficial owner, shall sell the Sale Shares to the Purchaser and the Purchaser shall purchase the same from the Vendor free from all Encumbrances and third party rights of any kind and together with all rights now or hereafter attaching thereto including the right to receive all dividends and distributions declared, made or paid on or after the Completion Date.
SALE AND PURCHASE OF SALE SHARES. 2.1. On the terms and subject to the conditions of this Agreement (including satisfaction (or waiver where applicable) of the conditions set out in Clause 3), the Seller shall sell, and the Purchaser shall purchase, the Sale Shares, free from all Encumbrances, with all rights then attaching to them including the right to receive all distributions and dividends declared, paid or made in respect of the Sale Shares with effect from the Completion Date.
2.2. In consideration for the sale and transfer of the Sale Shares, the Purchaser shall pay the Purchase Consideration to the Seller at Completion, in accordance with the terms and conditions of this Agreement. Payment of the Purchase Consideration shall be made in USD based on the USD Exchange Rate.
SALE AND PURCHASE OF SALE SHARES. 2.1 Subject to the terms of this Agreement, the Vendors as legal and beneficial owner shall sell and transfer or procure the transfer of the Sale Shares free from Encumbrances and the Purchaser shall purchase the Sale Shares upon Completion.
2.2 The Sale Shares are sold together with all rights attached or accruing thereto and together with all dividends declared and paid in respect of periods commencing on or after the Completion Date.
2.3 The Purchaser shall not be obliged to purchase any of the Sale Shares unless the sale of all the Sale Shares is completed simultaneously.
2.4 Subject to the terms of this Agreement, the Vendors covenant to do and execute all such acts and things as may be reasonably necessary to vest the Sale Shares in the Purchaser and to place the Purchaser in full control of the Sale Shares as from the Completion Date.
SALE AND PURCHASE OF SALE SHARES. Subject to the First Payment Milestone referred to in Section 3.3, and without prejudice to and in accordance with the Terms and Manner of Payment under Article III hereof:
(a) The Seller hereby sells, transfers, assigns and conveys in favor of the Purchasers, and the Purchasers hereby purchase, acquire and accept from the Seller on a 50-50 basis, free and clear of any Encumbrance, the Sale Shares as set out in Schedule 1 hereof, and all of the Seller’s rights and interests therein, including full voting rights and the rights to any dividend or other distribution declared, made or payable after the First Payment Date;
(b) The Seller hereby sells, transfers, assigns and conveys in favor of the Purchasers, and the Purchasers hereby purchase, acquire and accept from the Seller on a 50-50 basis, free and clear of any Encumbrance, the Outstanding Advances and all of the Seller’s rights and interests therein; and
(c) The sale and purchase contemplated herein shall be for all of the Sale Shares and the Outstanding Advances. Unless expressly agreed otherwise in writing by the Purchasers, the First Payment Milestone shall not occur unless the sale and purchase transaction among the Parties is for all, and not only some, of the Sale Shares and the Outstanding Advances.
SALE AND PURCHASE OF SALE SHARES. 2.01 Upon and subject to the terms and conditions of this Agreement, the Vendor as beneficial owner shall sell and the Purchaser (relying on the representations, warranties and undertakings herein contained) shall purchase with effect from Completion the Sale Shares free from all Encumbrances, equities and other third party rights of any nature whatsoever and together with all rights and benefits of any nature whatsoever now or hereafter attaching or accruing to them including all rights to any dividends or other distribution declared paid or made in respect of them after Completion.
2.02 The Vendor hereby waives and agrees to procure before Completion the irrevocable waiver of pre-emption rights and any other restrictions on the transfer or issue which may exist in relation to the Sale Shares, whether conferred by the articles of association of the Company or otherwise.
2.03 The Purchaser shall not be obliged to complete the purchase of any of the Sale Shares unless the purchase of all the Sale Shares is completed simultaneously.
SALE AND PURCHASE OF SALE SHARES. Subject to the terms and conditions of this Agreement, New Investor agrees to purchase from the Company, and the Company agrees to sell and issue to New Investor, the Sale Shares at the IPO Price. “IPO Price” shall mean a price per share in the Company with the nominal amount of EUR 1.00, equal to the per share initial public offering price (before underwriting discounts and expenses) in the Qualified IPO as translated from U.S. dollars into euros using the latest exchange rate determined by the European Central Bank before approval of the IPO Price by the IPO Committee of the Company’s Supervisory Board, provided that the IPO Price shall in no event exceed the Maximum Price. “Maximum Price” shall mean a price per share in the Company with the nominal amount of EUR 1.00, equal to EUR 14.74. “Sale Shares” shall mean the number of shares in the Company with the nominal amount of EUR 1.00, equal to EUR 50,000,000 divided by the IPO Price, rounded up the nearest whole share. “Qualified IPO” shall mean the issuance and sale of shares, ADS or other instruments of the Company, pursuant to an underwriting agreement to be entered into by and among the Company and certain underwriters (“Underwriters”), in connection with the Company’s initial public offering pursuant to the Company’s registration statement on form F-1 (file no. 333-230207) (“Registration Statement”) and/or any related registration statements (“Underwriting Agreement”).
SALE AND PURCHASE OF SALE SHARES. 2.1. Subject to the terms and conditions of this Agreement, including the completion of the Conditions Precedent (to the satisfaction of the Purchaser) as set out in Clause 3 below, and in reliance of the warranties of the Sellers contained in Clause 5 and Schedule II of this Agreement and indemnities provided hereunder, the Sellers agree to transfer, convey and deliver to the Purchaser and the Purchaser agrees to purchase, acquire and accept from the Sellers on the Closing Date, the Sale Shares, free of all Encumbrances, along with all rights, benefits, title and interests of the Sellers in and to such Sale Shares, for the Sale Consideration. Upon transfer of the Sale Shares on the Closing Date, the Purchaser shall receive full legal and beneficial ownership of the Sale Shares.
2.2. Each Seller hereby declares and confirms that the payment of the relevant portion of the Sale Consideration by the Purchaser to the relevant Seller, shall constitute full and final discharge of the Purchaser’s obligation to pay towards the purchase of the Sale Shares under this Agreement.
2.3. The Company confirms that the shareholding pattern of the Company upon the transfer of the Sale Shares on the Closing shall be as described in Part B of Schedule IV.
SALE AND PURCHASE OF SALE SHARES. 3.1 On the terms of this agreement, each of the Sellers shall at Completion sell with full title guarantee their respective Sale Shares (as set out against its name in Parts 1 and 3 of Schedule 1 and Appendix 1 and Appendix 2 (as applicable)) and the Buyer shall at Completion buy the Sale Shares free from any Encumbrances, together with all rights attached to them at Completion or accorded to them on or after the Completion Accounts Date.
3.2 Each of the Sellers, the Trustee and the Company severally waives any right of pre-emption or other restriction on transfer in respect of the Sale Shares or any of them conferred on him or it under the Company’s Articles, the ESPS or the OESIP or otherwise.
3.3 The Buyer is not obliged to complete the purchase of any of the Sale Shares unless the purchase of all the Sale Shares is completed simultaneously.
3.4 The Buyer Group will be entitled to make elections under Code Section 338(g) with respect to the acquisition (or deemed acquisition) of each of the Group Companies pursuant to this agreement.
SALE AND PURCHASE OF SALE SHARES. On the Closing Date (defined below) and subject to the terms and conditions of this Agreement, Seller shall sell to Purchaser, and Purchaser shall purchase from the Seller, the Sale Shares for the aggregate purchase price of $58,115,680 (the “Purchase Price”).
SALE AND PURCHASE OF SALE SHARES. 4.1 The Sellers sell the Sale Shares to the Buyer, and the Buyer buys the Sale Shares from the Sellers, free from any Third Party Rights and subject to the terms and conditions set out in the Agreement.
4.2 Subject to Closing and with effect from the Closing Date, the Buyer acquires all rights attaching to the Sale Shares, including title, voting rights and the right to receive dividends.
