SALE AND PURCHASE OF THE SALE Sample Clauses

SALE AND PURCHASE OF THE SALE. SHARES 7 2.1 Purchase and Sale 7 2.2 Purchase Price 7
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SALE AND PURCHASE OF THE SALE. Shares 2.1.1 On and subject to the terms of this Agreement, the Sellers (each as to the Sale Shares set out against its name in Part 1 of Schedule 1) shall sell, and the Purchaser shall purchase, the Sale Shares with full title guarantee. 2.1.2 The Sale Shares set out against the name of the relevant Seller in Part 1 of Schedule 1 shall be sold by that Seller free from Encumbrances and together with all rights and advantages attaching to them as at Closing (including the right to receive all dividends or distributions declared, made or paid on or after Closing). 2.1.3 The Sellers (each pursuant to their respective rights as shareholders of the Company): (a) hereby waive any and all rights of pre-emption over the Shares (whether set out in the Articles, the Shareholders' Agreement or elsewhere); and (b) hereby consent for all purposes (whether in relation to rights set out in the Articles, the Shareholders' Agreement or elsewhere) to the Transaction. 3. CONSIDERATION 3.1 Amount The consideration for the purchase of the Sale Shares under this Agreement shall be, subject to adjustments made in accordance with clauses 3.7 and 3.8, an amount equal to: 3.1.1 £221,583,935 (the Fixed Consideration); plus 3.1.2 the aggregate amount of £22,500 per day accruing from (and including) the Locked Box Accounts Date to (and including) the Closing Date, (the Variable Consideration), together, the Consideration. 3.2 The Consideration shall be apportioned between the Sellers in accordance with their Cash Allocations and Stock Allocations. [***] 3.3 Each Seller agrees to the allocation of the Consideration set out in the Proceeds Split, and it is hereby acknowledged and agreed that: 3.3.1 such allocation reflects the amounts they would have been entitled to under article 46 of the Articles as adjusted to recognise the fair value of the illiquidity of the Continuing Sellers’ retained Shares applicable to each Seller pursuant to the terms of the Transaction Documents and on the basis of the H Share Repurchase having taken effect; and
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SALE AND PURCHASE OF THE SALE. SHARES 2.1
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SALE AND PURCHASE OF THE SALE. EQUITY (WW) AND WW MINING BUSINESS58 8.SXXX XXD PURCHASE OF THE SALE EQUITY (WW) 58 9.SXXX XXD PURCHASE OF THE WW MINING BUSINESS 59 Part B2: WW DELIVERY AND IMPLEMENTATION60
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SALE AND PURCHASE OF THE SALE. EQUITY (WW) AND WW MINING BUSINESS
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SALE AND PURCHASE OF THE SALE. SHARES 2.1 Subject to the terms and conditions of this Agreement, each of the Vendors, as beneficial owners of the respective number of Sale Shares as set out in Column 1of Schedule 1, shall sell and the Purchaser shall (or the Purchaser's nominee), relying on the warranties and indemnities herein contained, purchase the Sale Shares free from all encumbrances together with all rights now or hereafter attaching thereto including but not limited to all dividends paid, declared and/or made in respect thereof on or after the date of this Agreement for the consideration set out in Clause 3 below. 3. CONSIDERATION 3.1 The aggregate consideration for the Sale Shares is a total of RM293,000 of which RM87,900 shall be paid in cash and the remaining RM205,100 shall be paid in Consideration Shares to the respective Vendors as its consideration set out in Column 2 in Schedule 1. 3.2 Within 60 days of the Completion Date, the Purchaser shall procure the issuance of the Consideration Shares to each of the Vendors. 3.3 The Vendor confirms that it has received RM69,700 from the Purchaser as part of the cash consideration in Section 3.1 above. The remaining sum of RM18,200 shall be paid by the Purchaser to the Vendor within two weeks from the Completion Date.
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SALE AND PURCHASE OF THE SALE. Shares (a) On and subject to the terms and conditions of this Agreement, at Completion, each Selling Shareholder shall sell, and the Investor shall purchase from each Selling Shareholder, those Sale Shares set out opposite the name of that Selling Shareholder in the columns named “H1 2015 Shares, #”, “Preference 2 Shares, #”, “H 2018 Shares, #”, “H 2019 Shares, #” and “H 2020 Shares, #” of Exhibit 14
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SALE AND PURCHASE OF THE SALE. SHARES 1 3.1 Sale and purchase 1 3.2 Title and property 1 3.3 Purchase price 1
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Related to SALE AND PURCHASE OF THE SALE

  • 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 to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $____ per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares 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 hereby grants to the several Underwriters the 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, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. This option may be exercised by UBS Securities LLC ("UBS") 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. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "additional time of purchase"); provided, however, that the additional time of purchase shall not be earlier than the time of purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.

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