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)
Sale and Purchase of the Shares. Subject to (a) On the terms and subject to the conditions of set forth in this Agreement, at the ClosingClosing referred to in Section 2.1 hereof, Seller the Sellers shall sell, convey, assign, transfer and deliver to the Buyer, and the Buyer shall purchase purchase, acquire and take accept delivery of, the Shares, free and clear of any and all EncumbrancesLiens, except for Permitted Liens and restrictions on transfer under applicable Legal Requirements.
Appears in 2 contracts
Samples: Employment Agreement (McMahon Brian P), Employment Agreement (FTE Networks, Inc.)
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 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.)
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 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 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 (a) Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing, each Seller shall sell, assigntransfer, transfer convey, assign and deliver to Buyer (or to a designee of Buyer), and Buyer (or a designee of a Buyer) shall purchase and take delivery ofacquire from each Seller, all of the Sharesrights, title and interest in, to and under the Shares owned by such Seller as set forth on Schedule A and Schedule B, as applicable, free and clear of all EncumbrancesLiens.
Appears in 1 contract
Samples: Securities Purchase Agreement (Duane Reade Holdings Inc)
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
Sale and Purchase of the Shares. Subject to (a) On the terms and subject to the conditions of this Agreement, at on the ClosingClosing Date, the Seller shall sell, transfer, assign, transfer convey and deliver to the Buyer, and the Buyer shall purchase and take delivery offrom the Seller, the Shares, Shares free and clear of from all EncumbrancesEncumbrances together with all rights and benefits attaching or accruing to such Shares at Closing.
Appears in 1 contract
Sale and Purchase of the Shares. Subject to (a) On the terms and subject to the conditions of this Agreement, at on the ClosingClosing Date, Seller the Sellers shall sell, assign, transfer and deliver sell to the Buyer, and the Buyer shall purchase and take delivery offrom the Sellers, the Shares, Shares free from all Encumbrances together with all rights and clear of all Encumbrancesbenefits attaching or accruing to such Shares at Closing.
Appears in 1 contract
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
Sale and Purchase of the Shares. Subject to Upon the terms and subject to the conditions set forth herein and on the basis of this Agreementthe representations, warranties, covenants and agreements contained herein, at the Closing, Seller each of the Sellers shall sell, assign, transfer and deliver sell to the Buyer, and the Buyer shall will purchase and take delivery offrom each Seller, the SharesShares owned by such Seller, free and clear of all Encumbrancesany Liens.
Appears in 1 contract
Samples: Stock Purchase Agreement (Heritage Insurance Holdings, Inc.)
Sale and Purchase of the Shares. Subject to On the terms and subject to the conditions of set forth in this Agreement, at the Closing, the Seller shall sell, assign, transfer and deliver sell to Buyerthe Purchaser, and Buyer Purchaser shall purchase and take delivery offrom the Seller, the Shares, Shares free and clear of all Encumbrancesliens except for any restrictions on transfer under federal and state securities laws or those relating to the Purchaser.
Appears in 1 contract
Sale and Purchase of the Shares. Subject to 2.1 On the terms and subject to the conditions of set out in this Agreement, at Completion the Closing, Seller shall sell, assign, transfer and deliver to Buyer, and Buyer the Purchaser shall purchase and take delivery ofpurchase, the entire legal and beneficial ownership in the Shares, free and clear of all Encumbrances.
Appears in 1 contract
Samples: Share Purchase Agreement (Mbia Inc)
Sale and Purchase of the Shares. Subject to 2.1 Upon the terms and subject to the conditions of set out in this Agreement, at the Closing, Seller Sellers shall sell, assign, sell and transfer the Shares to the Buyer and deliver to Buyer, and the Buyer shall purchase and take delivery of, receive the Shares, free and clear of all EncumbrancesShares from the Sellers on the Closing.
Appears in 1 contract
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 (a) On the terms and subject to the conditions of set forth in this Agreement, at the ClosingClosing referred to in Section 2.1 hereof, Seller the Sellers shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase purchase, acquire and take accept delivery of, the Shares, free and clear of any and all EncumbrancesLiens.
Appears in 1 contract
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’ rights, title, and take delivery of, interests 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 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.)