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

SALE AND PURCHASE OF THE SALE SHARES. 2.1 Subject to and upon the terms and conditions of this Agreement, the Vendor shall as legal and beneficial owner sell and the Purchaser shall purchase, the Sale Shares free from all Encumbrances together with all rights now and hereafter attaching thereto including but not limited to the right to all dividends and other distribution which may be paid, declared or made in respect thereof at any time on or after the date of this Agreement. 2.2 The Vendor represents and warrants that there are no pre-emption rights and any other restrictions on the transfer in relation to the Sale Shares, whether conferred by the memorandum and articles of association of the Company or otherwise. 2.3 The Purchaser shall not be obliged to (but may) complete the purchase of any of the Sale Shares unless the sale and purchase of all the Sale Shares is completed simultaneously in accordance with this Agreement.

Appears in 2 contracts

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

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SALE AND PURCHASE OF THE SALE SHARES. 2.1 Subject to and upon the terms and conditions of this Agreement, the Vendor Sellers shall as legal and beneficial owner with full title guarantee sell and the Purchaser Buyer shall purchase, purchase the Sale Shares free from all Encumbrances with effect from Completion together with all rights now and hereafter advantages attaching thereto including but not limited or accruing to the right to all dividends and other distribution which may be paid, declared or made in respect thereof at any time on or after the date of this Agreementthem. 2.2 The Vendor represents and warrants that there are no pre-emption rights and any other restrictions on the transfer in relation to the Sale Shares, whether conferred by the memorandum and articles of association of the Company or otherwise. 2.3 The Purchaser Buyer shall not be obliged to (but may) complete the purchase of any of the Sale Shares unless the sale and purchase of all of the Sale Shares is completed simultaneously simultaneously. 2.3 The Sellers hereby irrevocably agree to waive any rights of pre-emption that they may have under the articles of association of the Company or otherwise in accordance with respect of the sale and purchase of any of the Sale Shares under the terms of this Agreement.

Appears in 1 contract

Samples: Share Purchase Agreement (Driftwood Ventures, Inc.)

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SALE AND PURCHASE OF THE SALE SHARES. 2.1 Subject to and upon the terms and conditions of this Agreement, the each Vendor shall sell as legal and beneficial owner sell of its respective Sale Shares and the Purchaser shall purchase, the Sale Shares free from all Encumbrances and together with all rights now and hereafter attaching thereto thereto, including but not limited to the right all rights to all dividends and any dividend or other distribution which may be paiddeclared, declared made or made paid in respect thereof at any time on or after the date of this AgreementCompletion Date. 2.2 The Vendor represents Each of the Vendors hereby irrevocably and warrants that there are no unconditionally waives any pre-emption rights and any other restrictions on the transfer in relation which it may have, whether pursuant to the Sale SharesShareholders’ Agreement, whether conferred by the memorandum and articles of association of the Company or otherwise. 2.3 The Purchaser shall not be obliged , in relation to (but may) complete the purchase of any of the Sale Shares unless the sale and purchase of all the Sale Shares is completed simultaneously in accordance with under this Agreement from the date of this Agreement.

Appears in 1 contract

Samples: Sale and Purchase Agreement

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