Sale and Purchase of the Target Equity Interests Sample Clauses

Sale and Purchase of the Target Equity Interests. On the terms and subject to the conditions set forth herein, at each Closing, Parent shall cause each applicable Seller to sell, transfer and deliver to Purchaser, free and clear of any Encumbrances other than any restrictions arising under applicable Law and the Constituent Documents of the Target Companies, and Purchaser shall purchase and receive from each applicable Seller, all of such Seller's right, title and interest in and to the Target Equity Interests in each Subject Company owned by such Seller.
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Sale and Purchase of the Target Equity Interests. Section 2.1 Sale and Purchase of the Target Equity Interests 15 Section 2.2 Purchase Price 15 Section 2.3 Purchase Price Adjustment 15 Section 2.4 Purchase Price Allocation 17 Section 2.5 Closing 17 Section 2.6 Closing Deliverables 17 Section 2.7 Tax Withholding 18 ARTICLE III REPRESENTATIONS AND WARRANTIES OF PARENT Section 3.1 Organization, Authorization, Enforceability, Non-Contravention 19 Section 3.2 Equity Interests of the Target Companies 20 Section 3.3 Target Company Financial Information 21 Section 3.4 No Undisclosed Liabilities 22 Section 3.5 Absence of Changes 22 Section 3.6 No Litigation 22 Section 3.7 Approvals 22 Section 3.8 Taxes 23 Section 3.9 Employee Benefit Plans 25 Section 3.10 Labor Matters 27 Section 3.11 No Violation of Law; Required Licenses and Permits 27 Section 3.12 Real Property 28 Section 3.13 Environmental Matters 28 Section 3.14 Intellectual Property 29 Section 3.15 Specified Contracts 30 Section 3.16 Title to Assets 32 Section 3.17 Insurance 32 Section 3.18 Transactions with Affiliates 32 Section 3.19 Securitizations 32 Section 3.20 Finder's Fees 33 Section 3.21 Books and Records 33 Section 3.22 Sufficiency of Assets 34 Section 3.23 Parent Guarantees 34 Section 3.24 Deposits 34 Section 3.25 Extensions of Credit 34 Section 3.26 Mortgage Business 34 Section 3.27 Derivative Transactions 34 Section 3.28 Certain Other Business 35 Section 3.29 No Other Representations or Warranties 35 SC1:3314648.6 TABLE OF CONTENTS (continued)
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Sale and Purchase of the Target Equity Interests. On the terms and subject to the conditions set forth herein, at the Closing, Parent shall sell, transfer and deliver to Purchaser, free and clear of any Encumbrances (except for any restrictions on transfer arising under applicable securities Law and any restrictions arising pursuant to the Transaction Documents), and Purchaser shall purchase and receive from Parent, all right, title and interest in and to the Target Equity Interests.
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Sale and Purchase of the Target Equity Interests. On the terms and subject to the conditions set forth herein, at the Closing, Seller shall sell, transfer and deliver to Purchaser, free and clear of any Liens other than any restrictions arising under applicable federal securities laws, and Purchaser shall purchase and receive from Seller, all of Seller’s right, title and interest in and to the Target Equity Interests.
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Sale and Purchase of the Target Equity Interests. Section 2.1 Sale and Purchase of the Shares 20 Section 2.2 Purchase Price 20 Section 2.3 Purchase Price Adjustment 21 Section 2.4 Closing 23 Section 2.5 Closing Deliverables 23 Section 2.6 Withholding 25 Section 2.7 Certain Payments Processed Through Payroll 25 ARTICLE III REPRESENTATIONS AND WARRANTIES RELATING TO SELLER AND THE SHARES Section 3.1 Organization, Authorization, Enforceability, Non-Contravention 25 Section 3.2 Capitalization 26 Section 3.3 Approvals 26 Section 3.4 Finder’s Fees 27 Section 3.5 Litigation 27 Section 3.6 No Other Representations or Warranties 27
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Sale and Purchase of the Target Equity Interests. Section 2.1 Sale and Purchase of the Target Equity Interests 2 Section 2.2 Purchase Price 2 Section 2.3 Purchase Price Adjustment 2 Section 2.4 Share Consideration 4 Section 2.5 Closing 5 Section 2.6 Closing Deliverables 5 Section 2.7 Withholding 7 ARTICLE III REPRESENTATIONS AND WARRANTIES REGARDING PARENT Section 3.1 Organization, Authorization, Enforceability, Non-Contravention 7 Section 3.2 Equity Interests of the Target Company 8 Section 3.3 No Litigation or Government Order 9 Section 3.4 Governmental and Third-Party Approvals, Consents and Notices 9 Section 3.5 Securities Law Compliance 9 Section 3.6 Finder’s Fees; Brokerage 10 Section 3.7 Ownership of Shares 10
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Sale and Purchase of the Target Equity Interests. Section 2.1 Sale and Purchase of the Target Equity Interests 1 Section 2.2 Purchase Price 1 Section 2.3 Purchase Price Adjustment 2 Section 2.4 Closing 3 Section 2.5 Closing Deliverables 4
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Related to Sale and Purchase of the Target Equity Interests

  • Sale and Purchase of Equity Interest 1.1 授予权利 Option Granted 鉴于甲方向乙方支付了人民币10元作为对价，且乙方确认收到并认为该对价足够，乙方在此不可撤销地授予甲方在中国法律允许的前提下，按照甲方自行决定的行使步骤，并按照本合同第1.3条所述的价格，随时一次或多次从乙方购买或指定一人或多人（“被指定人”）从乙方购买其现在和将来所持有的丙方的全部和/或部分股权（无论乙方出资额或持股比例将来是否发生变化）的一项不可撤销的专有权（“股权购买权”）。除甲方和被指定人外，任何第三人均不得享有乙方股权的购买权或其他与乙方股权有关的权利。丙方特此同意乙方向甲方授予股权购买权。本款及本合同所规定的“人”指个人、公司、合营企业、合伙、企业、信托或任何其他经济组织。 In consideration of the payment of RMB10.00 by Party A, the receipt and adequacy of which is hereby acknowledged by Party B, Party B hereby irrevocably grants Party A an irrevocable and exclusive right to purchase, or designate one or more persons (each, a “Designee”) to purchase the equity interests in Party C now or then held by Party B (regardless whether Party B’s capital contribution and/or percentage of shareholding is changed or not in the future) once or at multiple times at any time in part or in whole at Party A's sole and absolute discretion to the extent permitted by Chinese laws and at the price described in Section 1.3 herein (such right being the “Equity Interest Purchase Option”). Except for Party A and the Designee(s), no other person shall be entitled to the Equity Interest Purchase Option or other rights with respect to the equity interests of Party B. Party C hereby agrees to the grant by Party B of the Equity Interest Purchase Option to Party A. The term “person” as used herein shall refer to individuals, corporations, partnerships, partners, enterprises, trusts or any other type of economic entity.

  • Sale and Purchase of the Assets Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, the Seller shall sell, convey, assign, deliver and transfer to the Buyer, all of the Assets and the Buyer shall buy and take possession of, all of the Sellers' right, title and interest in and to the Assets.

  • SALE AND PURCHASE OF THE PURCHASED LOANS SHALL BE SUBJECT TO THE TERMS, CONDITIONS AND COVENANTS, INCLUDING THIS BLANKET ENDORSEMENT, AS SET FORTH IN THE INITIAL PURCHASE AGREEMENT. BY EXECUTION HEREOF, VL FUNDING ACKNOWLEDGES THAT VL FUNDING HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL TERMS, CONDITIONS AND COVENANTS OF THE INITIAL PURCHASE AGREEMENT. THE SALE AND PURCHASE SHALL BE CONSUMMATED UPON FUNDING’S PAYMENT TO VL FUNDING OF THE INITIAL PAYMENT (AS DEFINED IN THE MASTER TERMS) AND, UNLESS OTHERWISE AGREED BY VL FUNDING AND FUNDING, SHALL BE EFFECTIVE AS OF THE DATE OF THE INITIAL RELATED XXXX OF SALE.

  • Sale and Purchase of Assets Subject to the terms and conditions of this Agreement, at the Closing the Seller shall sell assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from the Seller, free and clear of any encumbrances all of the right, title and interest, in, and to those assets of Seller identified on Schedule 2.1 (the “Assets”).

  • 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:

  • Sale and Purchase of Common Stock 1.1. Subject to the conditions hereof, the Company hereby agrees to issue and sell to Subscriber, and Subscriber hereby agrees to subscribe for and purchase from the Company, for investment, on the Closing Date (as defined below), the number of shares of Common Stock set forth next to Subscriber’s name on Schedule I hereto (the “Shares”) at a purchase price equal to the price per share to the public in the Public Offering, less the underwriting discounts and commission payable to the underwriters in the Public Offering (the “Purchase Price”).

  • Sale and Purchase of Shares Upon the terms and subject to the conditions contained herein, on the Closing Date the Seller shall sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser shall purchase from the Seller, all of the Shares.

  • Sale and Purchase Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in the form of Firm ADSs, and each of the Selling Securityholders agrees to sell, in each case severally and not jointly, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm ADSs set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 11 hereof, in each case at a purchase price of $[ ] per Firm ADS. The Company and the Selling Securityholders are advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm ADSs upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, hereby grant to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSs, ratably in accordance with the number of Firm ADSs to be purchased by each of them, all or a portion of the Additional ADSs as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSs, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Securityholders for the Firm ADSs. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company and the Selling Securityholders. Such notice shall set forth the aggregate number of Additional ADSs as to which the Over-Allotment Option is being exercised and the date and time when the Additional ADSs are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional ADSs to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Firm ADSs set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional ADSs), subject to adjustment in accordance with Section 11 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling Securityholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Securityholders”) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Securityholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

  • Sale and Transfer of Shares Closing Subject to the terms and conditions of this Agreement, at the Closing, the following will occur:

  • 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.

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