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 Shares. At the Closing (as defined below), the Selling Stockholder shall sell, assign, transfer and deliver the Shares to the Purchaser, and the Purchaser shall purchase the Shares from the Selling Stockholder, on the terms and subject to the conditions set forth in this Agreement.
Sale and Purchase of Shares. 2.1 On and subject to the terms of this Agreement, each of the Shareholders shall sell and the Purchaser shall purchase, the entire legal and beneficial ownership in that number of Sale Shares, Residual Shares and Deferred Shares as are shown opposite its name in Column (2) Schedule 1 Part 1, Column (2) Schedule 1 Part 2 and Column (2) Schedule 1 Part 3 respectively, on and with effect from the Completion Date, in each case free from all Encumbrances and together with all rights which are now, or at any time hereafter may become, attached to them (including without limitation the right to receive all dividends and distributions declared, made or paid on or after Completion).
2.2 On and subject to the terms of this Agreement, each of the Option Shareholders shall sell and the Purchaser shall purchase, the entire legal and beneficial ownership in that number of Option Shares as are shown opposite its name in column (2) of the Option Schedule on and with effect from Completion, in each case free from all Encumbrances and together with all rights which are now, or at any time hereafter may become, attached to them (including without limitation the right to receive all dividends and distributions declared, made or paid on or after Completion).
2.3 In relation to the Sale Shares owned by Fonterona Holdings SA, the Founders shall procure the sale of, and the Purchaser shall purchase the entire legal and beneficial ownership of such Shares, on and with effect from Completion, free from all Encumbrances and together with all rights which are now, or at any time hereafter may become, attached to them (including without limitation the right to receive all dividends and distributions declared, made or paid on or after Completion.
2.4 Each of the Shareholders and each of the Option Shareholders hereby irrevocably waives or shall procure the waiver of any rights which may be or have been conferred on it or any other person under the articles of association of the Company or in any other way to have any of the Sale Shares, the Deferred Shares, the Residual Shares or the Option Shares offered to it or any other person for purchase at any time on or before the transfer or issue of the Sale Shares, the Deferred Shares, the Residual Shares and the Option Shares pursuant to the provisions of this Agreement.
Sale and Purchase of Shares. At the Closing, upon all of the terms and conditions hereof, Seller shall sell, assign and transfer to Buyer the Shares, and Buyer shall purchase and acquire the Shares, free and clear of any and all liens, encumbrances or rights of third parties.
Sale and Purchase of Shares. Subject to the terms and conditions of this Agreement, at the Closing (as hereinafter defined), Seller shall sell and transfer to Buyer, and Buyer shall purchase from Seller, all of the outstanding shares of capital stock of Company (collectively, the "PURCHASED SHARES") for the consideration specified in Section 1.2 of this Agreement.
Sale and Purchase of Shares. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell, assign, transfer, convey and deliver to each Purchaser, and each Purchaser shall purchase and accept from the Seller, its Pro Rata Share of all (but not part) of the Purchased Shares, free and clear of any Encumbrances.
Sale and Purchase of Shares. 15 2.1 Sale and Purchase of Shares..................................15 2.2 Assets.......................................................16 2.3
Sale and Purchase of Shares. Upon the terms and subject to the satisfaction or waiver of the conditions set forth in, and in accordance with, this Agreement, at the closing of the transactions contemplated by this Agreement (the “Closing”), Seller shall sell, transfer, convey, assign and deliver to Purchaser, and Purchaser (or its designee) shall purchase and acquire from Seller, all right, title and interest in and to the Shares, free and clear of all Liens (the “Sale”).
Sale and Purchase of Shares. The Seller agrees to sell and the Purchaser agrees to purchase the Shares for the consideration contained in this Agreement and subject to the terms and conditions of this Agreement.
Sale and Purchase of Shares. Subject to and on the terms and conditions hereof, in reliance on the representations and warranties herein and for the consideration herein, Seller agrees to sell to the Company, and the Company agrees to purchase and redeem from Seller, all of the Shares at the price and on the terms provided herein.
