Common use of SALE AND PURCHASE OF THE SALE SHARES Clause in Contracts

SALE AND PURCHASE OF THE SALE SHARES. 2.1 On and subject to the provisions of this Agreement, at Completion the Seller shall sell, and the Purchaser shall purchase, the Sale Shares free and clear from all Encumbrances, together with all rights attaching to them as at Completion, including any right to receive dividends, distributions or any return of capital declared, made or paid with effect from Completion.

Appears in 3 contracts

Samples: Agreement (Altimo Cooperatief U.A.), Deed of Agreement (Weather Investments II S.a.r.l.), Deed of Agreement (Altimo Cooperatief U.A.)

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SALE AND PURCHASE OF THE SALE SHARES. 2.1 On Subject to and subject to upon the provisions terms and conditions of this Agreement, at Completion the Seller Vendor shall sell, as legal and beneficial owner sell and the Purchaser shall purchase, the Sale Shares free and clear from all Encumbrances, Encumbrances together with all rights now and hereafter attaching thereto including but not limited to them as at Completion, including any the right to receive dividendsall dividends and other distribution which may be paid, distributions declared or made in respect thereof at any return time on or after the date of capital declared, made or paid with effect from Completionthis Agreement.

Appears in 2 contracts

Samples: Sale and Purchase Agreement (Global Innovative Systems Inc), Sale and Purchase Agreement (Global Innovative Systems Inc)

SALE AND PURCHASE OF THE SALE SHARES. 2.1 On and subject to the provisions of this AgreementAt Completion, at Completion the Seller shall selltransfer to the Buyer, and the Purchaser Buyer shall purchaseacquire from the Seller, the Sale Shares Shares, with full title guarantee and free and clear from all EncumbrancesEncumbrances as the Contribution In Kind for the Consideration Shares, together with all rights attaching to them as at Completion, including any right to receive dividends, distributions or any return of capital declared, made or paid with effect from Completionand otherwise on the terms set out in this Agreement.

Appears in 2 contracts

Samples: Agreement (Yandex N.V.), Agreement (Yandex N.V.)

SALE AND PURCHASE OF THE SALE SHARES. 2.1 On Subject to and subject to upon the provisions terms and conditions of this Agreement, at Completion the Seller Vendors shall sell, sell and the Purchaser shall purchase, purchase the Sale Shares with effect from Completion free and clear from all Encumbrances, Encumbrances together with all rights now or hereafter attaching thereto including but not limited to them as at Completionall dividends paid, including any right to receive dividends, distributions declared or any return made in respect thereof on or after the date of capital declared, made or paid with effect from Completion.

Appears in 2 contracts

Samples: Agreement (Link Group Inc), Agreement (Link Group Inc)

SALE AND PURCHASE OF THE SALE SHARES. 2.1 On Subject to and subject to upon the provisions terms and conditions of this Agreement, at Completion the Seller Vendor shall sell, sell as beneficial owner and the Purchaser shall purchase, purchase the Sale Shares with effect from Completion free and clear from all Encumbrances, Encumbrances together with all rights now or hereafter attaching thereto including but not limited to them as at Completionall dividends paid, including any right to receive dividends, distributions declared or any return made in respect thereof on or after the date of capital declared, made or paid with effect from Completion.

Appears in 2 contracts

Samples: Agreement (Jointland Development, Inc.), Agreement (Jointland Development, Inc.)

SALE AND PURCHASE OF THE SALE SHARES. 2.1 On and subject Subject to the provisions of terms and conditions contained in this Agreement, at Completion the Seller Vendor shall sell, as the legal and beneficial owner sell and the Purchaser shall purchaseshall, in reliance on the Warranties, purchase the Sale Shares free and clear from all Encumbrances, Encumbrances and together with all rights attaching to them thereto as at Completion, including any right to receive dividends, distributions or any return of capital declared, made or paid with effect from Completionthe Completion Date.

Appears in 2 contracts

Samples: Sale and Purchase Agreement (FG Holdings LTD), Sale and Purchase Agreement (FG Holdings LTD)

SALE AND PURCHASE OF THE SALE SHARES. 2.1 On and subject Subject to the provisions terms of this Agreement, at Completion the Seller Vendor shall sell, and the Purchaser shall procure the Purchaser Nominee to purchase, the legal and beneficial ownership in the Sale Shares Shares, free from any Encumbrance, and clear from all Encumbrances, together with all rights attaching or accruing to them as at after Completion, including any right to receive dividends, all dividends and distributions or any return of capital declared, made or paid with effect from Completionon or after the Completion Date. The Purchaser shall not be obliged to complete the purchase of any of the Sale Shares unless the purchase of all of the Sale Shares is completed simultaneously.

Appears in 2 contracts

Samples: Share Purchase Agreement, Share Purchase Agreement (China Investment Corp)

SALE AND PURCHASE OF THE SALE SHARES. 2.1 On Upon the terms and subject to the provisions conditions of this Agreement, at Completion the Seller shall shall, as beneficial owner, sell, and the Purchaser shall (relying on the Warranties and the other obligations of the Seller under this Agreement) purchase, the Sale Shares at Completion free and clear from all Encumbrances, Encumbrances together with all rights now and hereafter attaching to them as at Completionthe Sale Shares, including all rights to any right to receive dividends, distributions dividend or any return of capital other distribution declared, made or paid with effect from Completionon or after the Completion Date.

Appears in 1 contract

Samples: Sale and Purchase Agreement

SALE AND PURCHASE OF THE SALE SHARES. 2.1 On and subject Subject to the provisions terms of this Agreement, at Completion the Seller Vendor shall sell, sell the Sale Shares as the legal and beneficial owner free from all Encumbrances and the Purchaser shall purchase, purchase the Sale Shares free and clear from all Encumbrances, together with all rights and benefits attaching to them as at Completionor accruing thereto including, including any right to receive dividendswithout limitation, all dividends and distributions or any return of capital declared, made or paid with effect from Completionpaid, on or after the Completion Date.

Appears in 1 contract

Samples: Share Purchase Agreement

SALE AND PURCHASE OF THE SALE SHARES. 2.1 On Subject to and subject to upon the provisions terms and conditions of this Agreement, at Completion the Seller Vendor shall sell, sell and the Purchaser shall purchase, purchase the Sale Shares free and clear from all Encumbrances, Encumbrances or third party interests together with all rights now and hereafter attaching thereto including but not limited to them as all dividends or distributions which may be paid, declared or made in respect thereof at Completion, including any right to receive dividends, distributions time on or any return of capital declared, made or paid with effect from after Completion.

Appears in 1 contract

Samples: Sale and Purchase Agreement (Temir Corp.)

SALE AND PURCHASE OF THE SALE SHARES. 2.1 On and subject to In accordance with the provisions terms of this Agreement, at Completion the Seller Sellers shall as legal and beneficial owner of the Sale Shares sell, and the Purchaser shall purchase, acquire the Sale Shares Shares, free and clear from all Encumbrances, and together with all rights and benefits (if any) pertaining, attaching to them or attached thereto as at Completionthe date of this Agreement, and hereafter attaching thereto (including any the right to receive dividends, dividends and distributions or any return of capital declared, made or paid with effect from Completionon or after the date of this Agreement).

Appears in 1 contract

Samples: Sale and Purchase Agreement

SALE AND PURCHASE OF THE SALE SHARES. 2.1 On and subject Subject to the provisions of terms and conditions contained in this Agreement, at Completion the Seller Vendor shall as the legal and beneficial owner sell, and the Purchaser shall purchaseshall, in reliance on the Warranties, purchase the Sale Shares free and clear from all Encumbrances, Encumbrances and together with all rights attaching to them thereto as at Completion, including any right to receive dividends, distributions or any return of capital declared, made or paid with effect from Completionthe Completion Date.

Appears in 1 contract

Samples: Share Swap Agreement (Kandal M Venture LTD)

SALE AND PURCHASE OF THE SALE SHARES. 2.1 On Subject to and subject to upon the provisions terms and conditions of this Agreement, at Completion the Seller Vendor shall sell, sell and the Purchaser shall purchase, purchase the Sale Shares with effect from Completion free and clear from all Encumbrances, Encumbrances together with all rights now or hereafter attaching thereto including but not limited to them as at Completionall dividends paid, including any right to receive dividends, distributions declared or any return made in respect thereof on or after the date of capital declared, made or paid with effect from Completion.

Appears in 1 contract

Samples: Agreement (Panagra International Corp/)

SALE AND PURCHASE OF THE SALE SHARES. 2.1 On and subject to the provisions terms of this Agreementagreement and with effect from Completion, at Completion the each Seller and each Management Seller shall sell, severally sell with full title guarantee those Sale Shares as are shown opposite its/his name in Schedule 1 and in each case the Purchaser Buyer shall purchase, purchase the Sale Shares free from any Encumbrance and clear from all Encumbrances, other rights exercisable by third parties and together with all accrued benefits and rights attaching that attach to them as at Completionincluding, including any in particular, the right to receive dividends, all dividends and distributions or any return of capital declared, made or paid with effect from on or after Completion.

Appears in 1 contract

Samples: Share Purchase Agreement (Gallagher Arthur J & Co)

SALE AND PURCHASE OF THE SALE SHARES. 2.1 On and subject Subject to the provisions terms and conditions of this Agreement, at Completion the Seller Vendor shall sell, sell as legal and beneficial owner and the Purchaser shall purchase, purchase at Completion the Sale Shares free and clear from all Encumbrances, Encumbrances and together with all rights now or hereafter attaching thereto including all rights to them as at Completion, including any right to receive dividends, distributions dividend or any return of capital other distribution declared, made or paid with effect from Completionafter the Completion Date.

Appears in 1 contract

Samples: Share Purchase Agreement (The9 LTD)

SALE AND PURCHASE OF THE SALE SHARES. 2.1 On Subject to and subject to upon the provisions terms and conditions of this Agreement, at Completion the Seller Vendor shall sell, sell and the Purchaser shall purchase, purchase the Sale Shares with effect from Completion free and clear from all Encumbrances, Encumbrances together with all rights now or hereafter attaching thereto including but not limited to them as at Completionall dividends paid, including any right to receive dividends, distributions declared or any return of capital declared, made in respect thereof on or paid with effect from Completionafter the Completion Date.

Appears in 1 contract

Samples: Agreement (Art Boutique Inc)

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SALE AND PURCHASE OF THE SALE SHARES. 2.1 On and subject Subject to the provisions terms and conditions of this Agreement, at Completion the Seller Vendor shall sell, sell and the Purchaser Purchasers shall purchase, in the following proportions, the Sale Shares Shares, free and clear from all Encumbrancescharges, together liens, encumbrances, equities or other adverse claims or interests and with all rights now and hereafter attaching to them as at Completion, thereto including any the right to receive dividendsall dividends paid, distributions declared or any return of capital declared, made or paid with effect from Completionin respect thereof at the Purchase Price.

Appears in 1 contract

Samples: Sale and Purchase Agreement (Ninetowns Digital World Trade Holdings LTD)

SALE AND PURCHASE OF THE SALE SHARES. 2.1 On Subject to and subject to upon the provisions terms and conditions of this Agreement, at Completion the Seller each Vendor shall sell, sell as legal and beneficial owner of its respective Sale Shares and the Purchaser shall purchase, the Sale Shares free and clear from all Encumbrances, Encumbrances and together with all rights attaching to them as at Completionthereto, including but not limited to all rights to any right to receive dividends, distributions dividend or any return of capital other distribution declared, made or paid with effect from Completionin respect thereof at any time on or after the Completion Date.

Appears in 1 contract

Samples: Sale and Purchase Agreement

SALE AND PURCHASE OF THE SALE SHARES. 2.1 On and subject to the provisions of this Agreement, at Completion the Seller shall sell, and the Purchaser shall purchase, the Sale Shares, on the basis that the Seller shall ensure that the Sale Shares and, indirectly, the Subsidiary Shares are sold to the Purchaser free and clear from all Encumbrances, Encumbrances and together with all rights attaching to them as at Completionthe Completion Date, including any the right to receive dividends, all dividends and distributions or any return of capital declared, made or paid with effect from Completionon the Sale Shares on or after the Locked Box Date.

Appears in 1 contract

Samples: Agreement (Altra Industrial Motion Corp.)

SALE AND PURCHASE OF THE SALE SHARES. 2.1 On and subject Subject to the provisions terms and conditions of this Agreement, at the Vendor shall on Completion sell to the Seller shall sellPurchaser, and the Purchaser shall purchaseon Completion purchase from the Vendor, the Sale Shares Shares, free and clear from all Encumbrances, Encumbrances and together with all rights rights, entitlements and benefits now and hereafter attaching to them as at Completion, including any right to receive dividends, distributions or any return of capital declared, made or paid with effect from Completionthereto.

Appears in 1 contract

Samples: Agreement (Sun New Media Inc.)

SALE AND PURCHASE OF THE SALE SHARES. 2.1 On and subject to ​ In accordance with the provisions terms of this Agreement, at Completion the Seller shall sell, and the Purchaser shall purchase, agrees to sell the Sale Shares and the Buyer agrees to buy the Sale Shares, on and with effect from Completion, free from any Encumbrance and clear from all Encumbrances, together with all rights and benefits attaching to them as at Completion, including any right to receive dividends, distributions the Sale Shares on or any return of capital declared, made or paid with effect from after Completion.

Appears in 1 contract

Samples: Share Transfer Agreement (Azenta, Inc.)

SALE AND PURCHASE OF THE SALE SHARES. 2.1 On and subject Subject to the provisions of Conditions being satisfied or waived in accordance with this Agreementagreement, at on Completion the Seller shall sell, and the Purchaser shall purchase, the Sale Shares with full title guarantee free from Encumbrances and clear from all Encumbrances, together with all rights attaching to them as at Completion, including any the right to receive dividendsall distributions and dividends declared, distributions or any return of capital declaredpaid, made or paid with effect from accruing after Completion.

Appears in 1 contract

Samples: Version Sale and Purchase Agreement

SALE AND PURCHASE OF THE SALE SHARES. 2.1 On and subject Subject to the provisions terms and conditions of this Agreement, at Completion the Seller Vendor shall sell, and the Purchaser Purchaser, relying on the several representations, warranties and undertakings contained in this Agreement, shall purchase, the Sale Shares free and clear from all Encumbrances, Encumbrances and together with all rights attaching to them as at Completionrights, including any right to receive dividends, distributions or any return of capital benefits and advantages which may be declared, made or paid with effect from Completionin respect thereof, the entitlement date of which is on or subsequent to the Completion Date.

Appears in 1 contract

Samples: Share Sale Purchase Agreement

SALE AND PURCHASE OF THE SALE SHARES. 2.1 On and subject to Upon the provisions terms of this Agreement, at Completion the Seller shall sell, and the Purchaser shall purchase, the Sale Shares Shares, free and clear from all of any Encumbrances, together with all rights and obligations attaching to them as at Completion, including any the right to receive all dividends, distributions or any return of capital or any other distributions declared, made or paid with effect from and after Completion.

Appears in 1 contract

Samples: Deed of Agreement (Sylvamo Corp)

SALE AND PURCHASE OF THE SALE SHARES. 2.1 On and subject Subject to the provisions terms and conditions of this Agreement, at Completion the Seller Vendor shall sell, sell and the Purchaser Purchasers shall purchase, purchase the Sale Shares Shares, free and clear from all Encumbrancescharges, together liens, encumbrances, equities or other adverse claims or interests and with all rights now and hereafter attaching to them as at Completion, thereto including any the right to receive dividendsall dividends paid, distributions declared or any return of capital declared, made or paid with effect from Completionin respect thereof at the Purchase Price.

Appears in 1 contract

Samples: Sale and Purchase Agreement (Ninetowns Digital World Trade Holdings LTD)

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