Common use of Sale and Purchase of the Shares Clause in Contracts

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.

Appears in 2 contracts

Samples: Stock Purchase Agreement, Stock Purchase Agreement (Patheon Inc)

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Sale and Purchase of the Shares. Subject Upon and subject to the terms and conditions provisions of this Agreement, the Buyer shall purchase and accept delivery from the Sellers, and the Sellers shall sell, assign, transfer, and deliver to the Buyer, at the Closing, Seller shall sell, assign, transfer and deliver to Buyer, and Buyer shall purchase and take delivery of, all of the Shares, free and clear of all EncumbrancesLiens.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Dynamics Research Corp), Stock Purchase Agreement (Dynamics Research Corp)

Sale and Purchase of the Shares. Subject to Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell, assign, transfer transfer, convey and deliver the Shares to Buyer, the Buyer and the Buyer shall purchase and take delivery ofthe Shares from the Seller, in consideration for the Shares, free and clear of all EncumbrancesPurchase Price.

Appears in 1 contract

Samples: Stock Purchase Agreement (Jack in the Box Inc /New/)

Sale and Purchase of the Shares. Subject to Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing, Seller shall agrees to sell, convey, assign, transfer and deliver to Buyer, and Buyer shall agrees to purchase and take delivery ofaccept from Seller, the Shares, free and clear of all EncumbrancesLiens.

Appears in 1 contract

Samples: Stock Purchase Agreement (Kraton Performance Polymers, Inc.)

Sale and Purchase of the Shares. Subject to On the terms and subject to the conditions of contained in this Agreement, at the Closing, Seller shall sell, assign, transfer and deliver sell to BuyerPurchaser, and Buyer Purchaser shall purchase from Seller, all of Seller’s right, title, and take delivery of, interest in and to the Shares, free and clear of all Encumbrancesany Lien (other than restrictions on transfer imposed under applicable securities Laws), in exchange for the Consideration, as may be adjusted pursuant to ARTICLE II.

Appears in 1 contract

Samples: Stock Purchase Agreement (Proficient Auto Logistics, Inc)

Sale and Purchase of the Shares. Subject to the terms and conditions of this AgreementAgreement and on the basis of and in reliance upon the representations, warranties, covenants and agreements set forth herein, at the Closing, Closing the Seller shall sell, assign, transfer sell to the Buyer and deliver to Buyer, and the Buyer shall purchase and take delivery of, from the Seller all of the Shares, free and clear of all Encumbrances.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Nutri System Inc /De/)

Sale and Purchase of the Shares. Subject to the terms and conditions of this Agreement, at the "Closing" (as defined herein), Seller Shareholder shall sell, assign, transfer transfer, convey and deliver to Buyer, and Buyer shall purchase and take delivery ofaccept from Shareholder, the Shares, free in the manner and clear of all Encumbrancesfor the consideration set forth in this Article .

Appears in 1 contract

Samples: Stock Purchase Agreement (Osage Systems Group Inc)

Sale and Purchase of the Shares. Subject On and subject to the terms and conditions of this Agreement, at the Closing, the Seller shall sell, convey, assign, transfer and deliver to Buyerthe Purchaser and the Purchaser shall purchase, acquire and Buyer shall purchase and take delivery ofaccept from the Seller, the Shares, free and clear of all EncumbrancesLiens, other than Permitted Liens.

Appears in 1 contract

Samples: Asset Purchase Agreement (Arch Capital Group Ltd.)

Sale and Purchase of the Shares. Subject On and subject to the terms and conditions of this Agreement, at the Closing, Seller the Sellers shall sell, convey, assign, transfer and deliver to Buyerthe Purchaser, and Buyer the Purchaser shall purchase purchase, acquire and take delivery ofaccept from Sellers, all of the issued and outstanding Shares, free and clear of all EncumbrancesLiens.

Appears in 1 contract

Samples: Stock Purchase Agreement (Arch Capital Group Ltd.)

Sale and Purchase of the Shares. Subject On the Closing Date, subject to the other terms and conditions of this Agreement, at the Closing, Seller shall sell, assigntransfer, transfer assign and deliver convey to Buyer, and Buyer shall purchase purchase, all right, title and take delivery of, interest in and to all of the Shares, owned beneficially and of record by Seller, free and clear of all any Encumbrances.

Appears in 1 contract

Samples: Stock Purchase Agreement (Warp Technology Holdings Inc)

Sale and Purchase of the Shares. Subject Upon and subject to the terms and conditions provisions of this Agreement, at the ClosingBuyer shall purchase and accept delivery from the Sellers, Seller and the Sellers shall sell, assign, transfer transfer, and deliver to the Buyer, and Buyer shall purchase and take delivery ofon the Closing Date, all of the Shares, free and clear of all EncumbrancesLiens other than those imposed by applicable securities laws.

Appears in 1 contract

Samples: Stock Purchase Agreement (NCI, Inc.)

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Sale and Purchase of the Shares. Subject to and in accordance with the terms and conditions of set forth in this Agreement, at the Closing, Seller Closing each of the Sellers shall sell, assignconvey, transfer transfer, assign and deliver to the Buyer, and the Buyer shall purchase and take delivery ofacquire from each Seller, all of such Seller’s right, title and interest in and to the Shares, free and clear of all Encumbrances.Shares set forth opposite such Seller’s name on Exhibit C.

Appears in 1 contract

Samples: Stock Purchase Agreement (Mattress Firm Holding Corp.)

Sale and Purchase of the Shares. Subject to On the terms and subject to the conditions of contained in this Agreement, at the Closing, Seller Sellers shall sell, assign, transfer and deliver sell to BuyerPurchaser, and Buyer Purchaser shall purchase from Sellers, all of Sellers’ right, title, and take delivery of, interest in and to the Shares, free and clear of all Encumbrancesany Lien (other than restrictions on transfer imposed under applicable securities Laws), in exchange for the Consideration, as it may be adjusted pursuant to ARTICLE II.

Appears in 1 contract

Samples: Stock Purchase Agreement (Proficient Auto Logistics, Inc)

Sale and Purchase of the Shares. Subject to the terms and conditions of contained in this Agreement, at the Closing, Seller shall sellthe Sellers shall, assignin exchange for the Purchase Price, transfer sell to Buyer all of their right, title and deliver interest in and to Buyer, and Buyer shall purchase and take delivery of, the Shares, free and clear of all EncumbrancesLiens, and Buyer shall purchase the Shares from the Sellers.

Appears in 1 contract

Samples: Stock Purchase Agreement (Concord Communications Inc)

Sale and Purchase of the Shares. Subject to and in accordance with the terms and conditions of this Agreement, at the Closing, Seller shall hereby agrees to sell, assign, transfer and deliver to Buyerat Closing shall sell and transfer, and the Buyer hereby agrees to purchase, and at Closing shall purchase and take delivery ofacquire from the Seller, the Shares, free and clear of all Encumbrancesany Liens.

Appears in 1 contract

Samples: Share Purchase Agreement (Maxwell Technologies Inc)

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 Sharesall Shares held by Seller, free and clear of any and all EncumbrancesEncumbrances (other than restrictions under applicable securities laws or Encumbrances resulting from actions taken by or on behalf of Buyer).

Appears in 1 contract

Samples: Stock Purchase Agreement (Patheon N.V.)

Sale and Purchase of the Shares. Subject to On the terms and subject to the conditions of contained in this Agreement, at the Closing, Seller shall sell, assign, transfer and deliver sell to BuyerPurchaser, and Buyer Purchaser shall purchase from Seller, all of Seller’s right, title, and take delivery of, interest in the Shares, free and clear of all Encumbrancesany Lien (other than Permitted Liens), in exchange for the payment by Purchaser of the Purchase Price to Seller.

Appears in 1 contract

Samples: Stock Purchase Agreement (Distribution Solutions Group, Inc.)

Sale and Purchase of the Shares. Subject to the terms and conditions of this Agreement, at the "Closing" (as defined herein), Seller the Shareholders shall sell, assign, transfer transfer, convey and deliver to Buyer, and Buyer shall purchase and take delivery ofaccept from Shareholders, the Shares, free in the manner and clear of all Encumbrancesfor the consideration set forth in this Article .

Appears in 1 contract

Samples: Stock Purchase Agreement (Osage Systems Group Inc)

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