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. Section 1.1 Sale and Purchase of Target Shares 1 Section 1.2 Closing 2 Section 1.3 Closing Deliverables 2
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. 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. 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 column of the version of the table appearing in Schedule 6.1 included in the Pre-Closing Notice, the bare ownership (nue-propriété) of the number of Target Shares set forth opposite his name in the appropriate column of the version of the table appearing in Schedule 6.1 included in the Pre-Closing Notice and/or the usufruct (usufruit) of the number of Target Shares set forth opposite his name in the appropriate column of the version of the table appearing in Schedule 6.1 included in the Pre-Closing Notice) shall sell and deliver to Bidco, and the PE Fund shall cause Bidco to purchase from the Sellers, twenty six thousand seventy nine (26,079) Target Shares in aggregate with all rights attached or accruing to them at the Closing, free and clear of all Encumbrances, it being agreed that in the event of exercise of the Additional Contribution Option, such number of Target Shares shall be reduced by the number of Additional Shares Contributed.
Sale and Purchase of Target Shares. (a) T2 Trust agrees to transfer the Target Shares to BidCo and XxxXx 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. 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. 3.1 Party A agrees to sell the Target Shares to Party B in accordance with the terms and conditions in this Agreement. Party B agrees purchase the Target Shares that is free from any Security Interests from Party A in accordance with the terms and conditions in this Agreement.
3.2 The Target Shares as will as rights and interests attached thereto shall be deemed transferred to Party B from the Closing Date and Party B, as the holder of the Target Shares, shall enjoy and bear all rights and obligations relating to the Target Shares. Party A shall thereafter no longer enjoy and bear such rights and obligations.
