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.
SALE AND TRANSFER OF COMPANY SHARES. Subject to the terms and conditions of this Agreement, at the Closing, but effective as of the Effective Date, IHI shall sell, convey and deliver to the Purchasers, and the Purchasers shall purchase and accept from IHI, on a joint and several basis, all of the right, title and interest of IHI in and to the Company Shares. At the Closing, IHI shall deliver to the Purchasers certificates evidencing the Company Shares, duly endorsed for transfer or accompanied by duly executed stock powers.
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. 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. 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."
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, 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.
