Sale and Purchase of Target Shares Clause Samples

Sale and Purchase of Target Shares. Subject to the terms and conditions hereof, at the Closing, Seller shall sell the Target Shares to Buyer, and Buyer shall purchase the Target Shares from Seller, for the Buyer Shares.

Sale and Purchase of Target Shares. On and subject to the terms and conditions of this Agreement, the Buyer hereby purchases from the Seller and the Seller hereby sells to the Buyer, all of the Target Shares for the consideration specified in clause 2.3.1

Sale and Purchase of Target Shares. At Completion, the Vendor shall sell and the Parent shall procure that the Vendor shall sell, fully paid up and free from all Encumbrances and together with all rights now and in the future attaching to them, all of the entire legal and beneficial interest in the Target Shares (including the right to receive dividends or distributions declared, paid or made on or after Completion), which comprise the entire issued share capital of the Target, and the Purchaser shall purchase all such Target Shares.

Sale and Purchase of Target Shares. (a) T2 Trust agrees to transfer the Target Shares to BidCo and ▇▇▇▇▇ agrees to acquire the Target Shares for the Consideration, on the terms and conditions of this agreement. (b) T2 Trust and BidCo agree to take all steps necessary to facilitate the transfer of the Target Shares under this clause 2.

Sale and Purchase of Target Shares. 1.1 The consideration payable by the Purchaser for the Target Shares shall be the fair market value of the Target Shares as at the Closing Date (as defined in Section 2) which is KRW 113,516,281,100 (the “Purchase Price”). The Purchaser agrees to purchase from the Seller, and the Seller agrees to sell to the Purchaser, the Target Shares on the Closing Date upon payment by the Purchaser to the Seller of the Purchase Price pursuant to Section 1.2 hereof. 1.2 The Purchaser hereby agrees to pay the Purchase Price, minus the amount of any withholdings for capital gains tax and securities transaction tax as set forth in Section 5, to the Seller by wire transfer. 1.3 The Purchaser shall pay (A) KRW 60,000,000,000, minus the amount of any withholdings for capital gains tax and securities transaction tax as set forth in Section 5, at the Closing (the “Initial Payment”), and (B) KRW 53,516,281,100, at any time on or before the first anniversary of the Closing Date at the Purchaser’s sole discretion, or within five (5) business days after the Purchaser raised funds through general public offering or private placement in the capital market, whichever is earlier, plus any interests accrued there on at the rate of 3.7% per annum, minus the amount of any withholding taxes for such interest payment (the “Second Payment”).

Sale and Purchase of Target Shares. 3.1 On and subject to the terms of this Agreement, the Seller shall procure the sale by the Transferring Shareholder of, with full title guarantee, the Target Shares and the Purchaser shall purchase all the Target Shares on and with effect from the Effective Acquisition Date in each case free from all charges, liens, equities, encumbrances, claims or restrictions whatsoever and together with all rights which from the Effective Acquisition Date, or at any time thereafter may have become attached to them (including without limitation the right to receive all dividends and distributions declared, made or paid on or after the Effective Acquisition Date excluding the Pre-Sale Dividend which the Transferring Shareholder shall be entitled to retain). 3.2 The Purchaser shall not be obliged to complete the purchase of any of the Target Shares unless the sale to it of all the Target Shares is completed simultaneously and if such sale is not completed on the Completion Date then the Purchaser shall be entitled to rescind this Agreement without liability of any kind on its part, but without prejudice to its rights in respect of any pre-existing breach of the terms hereof, including any breach giving rise to such right to rescind.

Sale and Purchase of Target Shares. 6.1 Sale and purchase of Target Shares Upon the terms and subject to the satisfaction of the Conditions Precedent of this Agreement, at the Closing the Sellers (each as to the number of Target Shares with full title guarantee (en pleine propriété) set forth opposite his name in the appropriate Table of Contents

Sale and Purchase of Target Shares. Upon the terms and subject to the conditions of this Agreement, at the Closing: (a) the Seller shall sell to the Purchaser A, and the Purchaser A shall purchase from the Seller, the Purchaser A Target Shares free and clear of any Encumbrance; and (b) the Seller shall sell to the Purchaser B, and the Purchaser B shall purchase from the Seller, the Purchaser B Target Shares free and clear of any Encumbrance.

Sale and Purchase of Target Shares. 5.1 At Phase 2 Completion, at Phase 3 Completion and at Phase 4 Completion, upon the terms and subject to the conditions of this Agreement, the Seller shall sell its entire interest in, and each of the UBOs shall sell, convey and assign their entire interest in the Loose Share, Phase 3 Shares and Phase 4 Shares respectively (as the case may be), to the Buyer so that the Seller and each of the UBOs will transfer to the Buyer the entire legal and beneficial interest to the Buyer in the Loose Share, Phase 3 Shares and Phase 4 Shares respectively on the required Completion Date (as the case may be):- 5.1.1 with full title guarantee free from all Encumbrances; and 5.1.2 together with all rights of any nature that attach or which may at any time become attached to them, including:- (a) the right to receive all dividends and distributions declared, paid or made by the Target after the relevant Completion Date; and (b) the right to receive any dividends which have accrued on or prior to the sale of the relevant Target Shares to the Buyer but remain unpaid as of the relevant Completion Date. 5.2 The Buyer will at Completion of ▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇ and Phase 4, buy the entire legal and beneficial interest in the ▇▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇ Shares and Phase 4 Shares respectively (as the case may be) at the relevant Completion Date. 5.3 The Seller covenants that it will not without the prior written consent of the Buyer in any way dispose of or create any Encumbrances over the ▇▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇ Shares and Phase 4 Shares held by it whether directly or indirectly or conditionally or otherwise. The UBOs covenant to the Seller that they will not without the prior written consent of the Buyer in any way direct the Seller to dispose of or create any Encumbrances over the ▇▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇ Shares and Phase 4 Shares held by it whether directly or indirectly or conditionally or otherwise. 5.4 Each of the UBOs covenants that it will not without the prior written consent of the Buyer dispose of or create any Encumbrances over the interest in the ▇▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇ Shares and Phase 4 Shares held beneficially by him whether directly or, indirectly or, conditionally or otherwise. 5.5 The provisions of clauses 5.3 and 5.4 will not apply if the Buyer is in default of its obligations in respect of Phase 3 and Phase 4 and/or in respect of Financing Tranche Subscription 1 or Financing Tranche Subscription 2 (a "Buyer Completio...