SALE AND TRANSFER OF COMPANY SHARES. In consideration of and in reliance upon the representations and warranties contained herein and subject to the terms and conditions of this Agreement, the Stockholders agree to sell, and Buyer agrees to purchase, at the Closing, the Company Shares, which purchase shall be allocated among the TA Investors as set forth in EXHIBIT B attached hereto, as amended from time to time by agreement of each TA Investor. At the Closing, each Stockholder shall deliver or cause to be delivered to Buyer certificates representing all of the Company Shares owned by such Stockholder, as set forth in EXHIBIT A. Such stock certificates shall be duly endorsed in blank for transfer or shall be presented with stock powers duly executed in blank, with such signature guarantees and such other documents as may be reasonably required by Buyer to effect a valid transfer of such Company Shares by such Stockholder, free and clear of any and all liens, encumbrances, charges or claims. Each Stockholder by execution of this Agreement hereby appoints Buyer as his attorney-in-fact to effectuate transfer of the Company Shares at the Closing (as hereinafter defined).
SALE AND TRANSFER OF COMPANY SHARES. Upon the terms and subject to the conditions of this Agreement, in consideration of the aforesaid sale, conveyance, assignment, transfer and delivery to Tejas of the Tejas Shares, Tejas shall sell, convey, assign, transfer and deliver to each of Stockholders, and each Stockholder shall accept and acquire from Tejas, all of Tejas’ rights, title and interests in and to the certain number of Company Shares as set forth opposite Stockholder’s name in the second column on Schedule 4.
SALE AND TRANSFER OF COMPANY SHARES. 1. On the terms set forth in the Agreement, as amended by this Amendment Agreement, the Seller hereby sells and, subject to the satisfaction or, if applicable, waiver of all conditions set forth in Part IX Sections 1 and 2 of the Agreement, transfers to the Purchaser's Nominee, who accepts such sale and transfer, the Company Shares with all dividend and dividend drawing rights (Gewinn- und Gewinnbezugsrechte) relating to the profits not yet distributed on the Closing Date and all subscription and other rights pertaining to the Company Shares.
2. The parties to this Amendment Agreement hereby agree that the provision set forth in Part I Section 4 of the Agreement shall be modified, and replaced, as follows: "The parties hereby irrevocably instruct the Notary Public to notify the Company as to the sale and transfer of the Company Shares in accordance with Section 16 of the German Act on Limited Liability Companies (GmbH-Gesetz, GmbHG) subject, however, to the receipt of the parties' written confirmation by the Notary Public that all conditions set forth in Part IX Sections 1 and 2 below have been satisfied or waived. The parties hereto shall be obligated to issue such written confirmation to the Notary Public upon such satisfaction or waiver. The Notary Public shall notify the Company by submitting a copy of this Notarial Deed (excluding Parts II to VIII below). Notwithstanding the foregoing, the parties may directly notify the Company as to the sale and transfer of the Company Shares in accordance with Section 16 of the German Act on Limited Liability Companies (GmbH-Gesetz, GmbHG)."
SALE AND TRANSFER OF COMPANY SHARES. Subject to the terms and conditions set forth herein, each Shareholder shall sell, transfer, assign, convey and deliver to the Purchaser, and the Purchaser shall purchase and acquire from such Shareholder, on the Closing Date (as hereinafter defined), the number of Company Shares set forth opposite the name of such Shareholder in Schedule I hereto (it being understood that such schedule shall be updated to reflect changes in share capital of the Company prior to Closing permitted pursuant to this Agreement) under the respective headings "Company Shares" and all other shares of the Company owned by such Shareholder immediately prior to the Closing, in each case free and clear of any and all Encumbrances.
SALE AND TRANSFER OF COMPANY SHARES. In consideration of and in reliance upon the representations, warranties and covenants contained herein and subject to the terms and conditions of this Agreement, the Stockholder agrees to sell, and Buyer agrees to purchase, at the Closing, the Company Shares. At the Closing, the Stockholder shall deliver or cause to be delivered to Buyer certificates representing all of the Company Shares. Such stock certificates shall be duly endorsed in blank for transfer or shall be presented with stock powers duly executed in blank, with such other documents as may be reasonably required by Buyer to effect a valid transfer of such Company Shares by the Stockholder, free and clear of any and all liens, encumbrances, charges or claims.
SALE AND TRANSFER OF COMPANY SHARES. Subject to the terms and conditions set forth in this Agreement, the Selling Parties agree to sell, convey, transfer, assign, and deliver to Purchaser, and Purchaser agrees to purchase from the Selling Parties, all of the Company Shares for the consideration specified below in Sections 2.2 and 2.3.
SALE AND TRANSFER OF COMPANY SHARES. In consideration of and in reliance upon the representations, warranties and covenants contained herein and subject to the terms and conditions of this Agreement, the SELLER agrees to sell with full title guarantee, and FOSSIL agrees to purchase, at the Closing Date (as defined in Section 3), all of the 4,000 Company Shares. At the Closing, the SELLER shall deliver an order of movement transferring all the Company Shares to FOSSIL. The transfer of shares shall be mentioned on the same date in the share transfer ledger ("Registre de mouvements des titres") of the Company. All the shares shall be transferred at the Closing free and clear of any and all liens, encumbrances, charges or claims. The Stockholders of the Company each waive all rights of preemption and other restrictions on transfer over the Company Shares conferred on them pursuant to the articles of association of the Company or applicable law or statute.
SALE AND TRANSFER OF COMPANY SHARES. Subject to the terms and conditions set forth herein, at the Closing the Shareholders shall sell to Purchaser and Purchaser shall purchase from the Shareholders all of the Company Shares.
SALE AND TRANSFER OF COMPANY SHARES. 1. On the terms set forth herein, the Seller hereby sells and, subject to the satisfaction or, if applicable, waiver of all conditions set forth in Part IX Sections 1 and 2 below, transfers to the Purchaser, who accepts such sale and transfer, the Company Shares with all dividend and dividend drawing rights (Gewinn- und Gewinnbezugsrechte) relating to profits not yet distributed on the Closing Date and all subscription and other rights pertaining to the Company Shares.
2. The Seller undertakes to procure that, if required under the Company's articles of association, prior to the Closing Date, the shareholders' meeting of the Company and the Company will consent to the sale and transfer of the Company Shares.
3. The parties hereby irrevocably instruct the Notary Public to notify the commercial register of the local court of Ratingen, however, without submitting a copy of this Notarial Deed, as to the sale and transfer of the Company Shares in accordance with Section 40 of the German Act on Limited Liability Companies (GmbH-Gesetz, GmbHG), upon receipt by the Notary Public of a certified excerpt of the commercial register of the Company reflecting the registration of the Conversion.
4. The parties hereby irrevocably instruct the Notary Public to notify the Company as to the sale and transfer of the Company Shares in accordance with Section 16 of the German Act on Limited Liability Companies (GmbH-Gesetz, GmbHG) subject, however, to the receipt of the parties' written confirmation by the Notary Public that all conditions set forth in Part IX Sections 1 and 2 below have been satisfied. The parties hereto shall be obligated to issue such written confirmation to the Notary Public upon such satisfaction. The Notary Public shall notify the Company by submitting a copy of this Notarial Deed (excluding Parts II to VIII below and annexes).
5. Xxxxxxxxxx is registered with the revenue office in Dusseldorf-Mettmann under tax registration number 147/5769/0019. Xxxxxxxxxx does own real estate.
6. Following the completion of the Squeeze-Out and the Conversion but prior to the Closing Date, the Seller shall be entitled to transfer the Company Shares, by sale or otherwise, to the Seller's Guarantor or a direct or indirect wholly owned subsidiary of the Seller's Guarantor ("Seller's Nominee"), provided, however, that the Seller's Nominee will join this Agreement replacing the Seller by the assumption of any and all rights and obligations of the Seller under this Agreement an...
SALE AND TRANSFER OF COMPANY SHARES. Upon to the terms and subject to the conditions set forth herein, each Shareholder shall sell to the Purchaser, and the Purchaser shall purchase from such Shareholder, on the Closing Date (as hereinafter defined), the number of Company Shares set forth opposite the name of such Shareholder in SCHEDULE I hereto under the heading "Company Shares."
