Sale and Purchase of the Shares. On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement:
(a) The Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a price of $_____ per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 hereof.
(b) The Company grants to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase.
Sale and Purchase of the Shares. Subject to the terms and conditions of this Agreement, at the Closing, Seller shall sell, assign, transfer and deliver to Buyer, and Buyer shall purchase and take delivery of, the Shares, free and clear of all Encumbrances.
Sale and Purchase of the Shares. 2.1 Upon and subject to the terms of this agreement, Xxxxxxx shall sell the Trust Shares set out in columns (B) to (D) of Part 1 of schedule 1, with full title guarantee and free from all Encumbrances.
2.2 Upon and subject to the terms of this agreement, each Individual Seller, jointly with Xxxxxxx (who shall, for the avoidance of doubt, act severally with each other Individual Seller) shall sell with full title guarantee and in each case free from all Encumbrances those of the Incentive Shares set opposite such Individual Seller’s respective name in column (C) of Part 2 of schedule 1.
2.3 Title to and beneficial ownership of the EBT Shares shall pass on Completion together with all associated rights and benefits attaching or accruing to them on or after Completion.
2.4 Each Individual Seller severally undertakes to indemnify and keep Xxxxxxx fully and effectively indemnified from and against all costs, expenses, losses and liabilities which may be suffered or incurred by Xxxxxxx arising directly or indirectly out of or as a result of the sale by Xxxxxxx of the number of Incentive Shares set opposite such Individual Seller’s name in column (C) of Part 2 of schedule 1 on the terms set out in subclause 2.2.
2.5 Xxxxxxx hereby, severally and in respect of itself only, warrants with the Purchaser that:
(a) it is the sole legal and beneficial owner of the Trust Shares;
(b) it is the sole legal owner of the Incentive Shares;
(c) it has the right to sell and transfer the full legal and beneficial interest in the Trust Shares to the Purchaser on the terms set out in this agreement;
(d) it has the right to sell and transfer the full legal interest in the Incentive Shares to the Purchaser on the terms set out in this agreement;
(e) it has the requisite power and authority to enter into and perform this agreement and the other Transaction Documents to which it is a party;
(f) this agreement and the other Transaction Documents to which it is a party constitute valid, legal and binding obligations on it in accordance with their terms; and
(g) compliance with the terms of this agreement and the other Transaction Documents to which it is a party do not conflict with or constitute a default under any provisions of:
(i) any agreement or instrument to which it is a party;
(ii) any provision of the memorandum or articles of association or equivalent document of Xxxxxxx; or
(iii) any lien, lease, order, judgment, award, injunction, decree, ordinance or regulation or any other...
Sale and Purchase of the Shares. The Company has authorized the sale of up to 1,500,000 shares (the "Shares") of common stock, par value $.01 per share (the "Common Stock"), of the Company on the terms and subject to the conditions set forth in this Agreement. At the Closing (as defined in Section 3), the Company will sell to the Purchaser, and the Purchaser will buy from the Company, upon the terms and conditions contained in this Agreement, the number of Shares specified below such Purchaser's name on the signature page attached hereto at the price set forth thereto.
Sale and Purchase of the Shares. Upon the terms and subject to the conditions of this Agreement, on the Closing Date (as hereinafter defined),
(a) each of Sellers hereby agrees to sell, transfer, assign and deliver to Purchaser and Purchaser hereby agrees to purchase, the Sellers' respective shares of common stock, $.001 par value per share, of Company ("Common Stock"), as set forth in the annexed Schedule 1A, (collectively the "Shares"), free and clear of all liens, encumbrances or restrictions of any kind whatsoever, except with regard to restrictions upon transfer as imposed under the Securities Act of 1933, as amended (the "Securities Act"). Each of Sellers shall deliver to Purchaser at the Closing certificates representing their respective Shares duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, and shall have annexed thereto all necessary stock transfer stamps or shall be accompanied by funds sufficient for the purchase thereof by the Company;
(b) Purchaser hereby agrees to purchase from each of the several option holders and other sellers ("Other Sellers") who have executed and delivered letter agreements substantially in the form annexed hereto as Exhibit 1B (each, a "Sales Agreement"), regarding the sale of their respective shares of Common Stock, either outstanding or issuable upon exercise of the several options, as set forth in the annexed Schedule 1B (collectively the "Other Shares"); and
(c) each of Sellers and Purchaser hereby agrees to execute and deliver the Shareholders' Agreement, substantially in the form annexed hereto as Exhibit 1C.
Sale and Purchase of the Shares. 2.1 On the terms of this agreement and subject to the Conditions, at Completion the Seller shall sell, and the Purchaser shall purchase, the Shares with full title guarantee and free and clear of all Encumbrances and with all rights attached or accruing to them at Completion.
2.2 The Seller and the Parent covenant with the Purchaser that the Seller has the right to transfer legal and beneficial title to the Shares.
2.3 The total consideration for the sale of the Shares shall be:
(a) US$25 billion payable in cash to the Seller at Completion (the “Cash Consideration”);
(b) a number of Purchaser Ordinary Shares calculated in accordance with clause 2.4 to be allotted and issued credited as fully paid to the Seller at Completion (the “Consideration Shares”);
(c) US$3 billion in aggregate nominal value of Mandatory Convertible Securities to be issued to and subscribed for by the Seller at Completion; and
(d) US$2 billion in aggregate nominal value of Purchaser Preferred Securities to be allotted and issued to and subscribed for by the Seller at Completion, in each case to be paid or delivered by the Purchaser at Completion in accordance with the provisions of Schedule 3 (Completion Arrangements) (the “Purchase Price”).
2.4 Subject as set out below, the number of Purchaser Ordinary Shares referred to in clause 2.3(b) shall be such whole number as most nearly represents 11.3 per cent (the “Relevant Percentage”) of the issued ordinary share capital of the Purchaser immediately following Completion. The Relevant Percentage has been calculated by expressing as a percentage the result of dividing the notional Sterling value of the Consideration Shares (being £3.613 billion) (the “Consideration Shares Value”) by the sum of: (w) £15.257 billion, being the market capitalisation in Sterling of Prudential as at close of trading on the trading day immediately prior to the date of this agreement, (x) less the value of the final dividend which is £0.343 billion, (y) plus £13.465 billion, being the expected gross proceeds in Sterling of the Rights Issue (the “Expected Xxxxxxxx Xxxxx Proceeds”) and (z) plus the Consideration Shares Value. In the event that the actual Xxxxxxxx xxxxx proceeds of the Rights Issue (the “Actual Xxxxxxxx Xxxxx Proceeds”) differ from the Expected Xxxxxxxx Xxxxx Proceeds, the Relevant Percentage shall be re-calculated as described above on the basis that the value to be inserted at (y) shall be the Actual Xxxxxxxx Xxxxx Proceeds rather than the Expecte...
Sale and Purchase of the Shares. At the Closing (as defined in Section 3(a)), Seller shall sell, transfer, assign and convey the Shares to Buyer, and Buyer shall purchase and acquire the Shares from Seller. The Shares evidenced by this agreement shall be conveyed by Seller to Buyer by means of delivery of a certificate or certificates evidencing the Shares either duly endorsed for transfer or with duly executed stock powers attached, against which Buyer shall pay the Purchase Price (as hereinafter defined). The Shares shall be conveyed to Buyer by Seller free and clear of any and all liens, pledges, encumbrances, hypothecations or other claims of any kind or nature excepting only restrictions on transfer imposed by federal and state securities laws and regulations.
Sale and Purchase of the Shares. On the terms and subject to the conditions hereof, at the Closing, the Seller shall sell the Shares to the Purchaser, and the Purchaser shall purchase the Shares from the Seller.
Sale and Purchase of the Shares. The Company agrees to sell to each Underwriter, and each Underwriter, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein stated, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of Underwriter in Schedule II hereto. The obligations of the Underwriters under this Agreement are several and not joint. In addition, the Company grants to the Underwriters an option to purchase up to an additional number of Option Shares indicated in Schedule I hereto. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Shares and is exercisable as provided in Section 3 hereof. Option Shares shall be purchased severally for the account of the Underwriters in proportion to the number of Firm Shares set forth opposite the name of such Underwriters in Schedule II hereto. The respective purchase obligations of each Underwriter with respect to the Option Shares shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Shares other than in 100 share amounts. The price of both the Firm Shares and any Option Shares shall be the price per share indicated in Schedule I hereto.
Sale and Purchase of the Shares. On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement:
(a) Each of the Sellers agrees, severally and not jointly, to sell to the Underwriters, at a price of $_____ per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Seller on Schedule II to this Agreement, and each of the Underwriters agrees, severally and not jointly, to purchase from the Sellers, at the Initial Price, the number of Firm Shares set forth opposite the name of such Underwriter on Schedule I to this Agreement, subject to adjustment in accordance with Section 11 hereof. The number of Firm Shares to be purchased by each Underwriter from each Seller shall be in the same proportion (adjusted by the Underwriters to eliminate fractions) as the number of Firm Shares to be purchased hereunder by each Underwriter bears to the total number of Firm Shares being purchased hereunder.
(b) Each of the Sellers grants to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares offered by such Seller at the Initial Price. To the extent that the Underwriters exercise the option to purchase fewer than the total number of Option Shares offered hereunder, the Underwriters shall purchase Option Shares from the Company and the Selling Shareholder in the same proportion that the number of Option Shares offered by such Seller bears to the total number of Option Shares offered by such Seller. The number of Option Shares to be purchased by each Underwriter from each such Seller shall be in the same proportion (adjusted by the Underwriters to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. The Underwriters' option to purchase Option Shares may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time at least two full business days before the Firm Shares Closing Date (as defined below), and from time to time thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Underwriters to the Company and the Custodian (as defined herein) no later than 12:00 noon, New York City time, on the business day before the...
