Sale and Transfer of Sale Shares Sample Clauses

Sale and Transfer of Sale Shares. (a) Subject to the terms and conditions of this Agreement, at the Closing each Shareholder shall sell and Purchaser shall purchase the number of Sale Shares set forth opposite such Shareholder’s name on Schedule B hereto (such sale and purchase to be deemed to have taken place on the Effective Closing Date), on the terms that:
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Sale and Transfer of Sale Shares. Subject to the terms and on the conditions set forth in this Agreement, including the satisfaction as of the Closing Date of the conditions set forth in Sections 7.1, 7.2 and 7.3, or the waiver of such conditions by Seller or Purchaser, as the case may be, at the Closing, Seller shall sell, convey, assign, transfer and deliver to Purchaser the Sale Shares with full title, free and clear of all Encumbrances and all other limitations and restrictions (including any restriction on the right to vote, sell or otherwise dispose of the Sale Shares but subject to those contained in the Shareholders Agreement and articles of association of the Company) and Purchaser shall at Closing purchase the Sale Shares relying on (amongst other things) the several representations, warranties and undertakings by Seller contained in this Agreement. 11 <PAGE> Section 2.2
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Sale and Transfer of Sale Shares. Subject to the terms and on the conditions set forth in this Agreement, at the Closing each Selling Shareholder shall contemporaneously sell, convey, assign, transfer and deliver to Purchaser the Shareholder Sale Shares of such Selling Shareholder, with full legal title, free and clear of all Encumbrances whatsoever and with all voting, distribution and other rights attaching thereto as of and from the Closing Date. Section 2.2
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Sale and Transfer of Sale Shares. Subject to the terms and conditions of this Agreement, each Seller agrees to sell and transfer to Purchaser, and Purchaser agrees to purchaser from each Seller the Sale Shares free and clear of any Encumbrances, the respective numbers of which are set forth opposite their names in Exhibit A.
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Sale and Transfer of Sale Shares. The Vendor hereby agrees to sell and transfer all of its rights, title and interest in and to the Sale Shares to the Purchaser and the Purchaser hereby agrees to purchase and accept transfer of the Sale Shares, and pay the Purchase Price to Vendor.
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Sale and Transfer of Sale Shares. In consideration of the Purchase Price and the Net Working Capita] Reimbursement and subject to the terms and on the conditions set forth in this Agreement:
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Related to Sale and Transfer of Sale Shares

  • Sale and Transfer of Shares (a) Subject to the terms and conditions of this Agreement, at the Closing, Sellers will sell and transfer the Shares to Buyer, and Buyer will purchase the Shares from Sellers free and clear of all Encumbrances.

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

  • Sale and Transfer of Assets Subject to the terms and conditions set forth in this Agreement, Seller agrees to sell, convey, transfer, assign and deliver to Buyer (or a wholly-owned subsidiary of Buyer), and Buyer agrees to purchase from Seller, all the assets, properties, and business of Seller used in the Business of every kind, character, and description, whether tangible, intangible, real, personal, or mixed, and wherever located, all of which are collectively referred to herein as the “Purchased Assets", including but not limited to, the following:

  • Sale and Transfer of Assets Closing 2.1 Assets to be Sold Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller’s right, title and interest in and to all of Seller’s property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including but not limited to the following (but excluding the Excluded Assets):

  • Registration and Transfer of Shares (a) Any Transfer of any Shares shall only be completed subject to the compliance by the Member and the proposed transferee with all applicable laws; and furthermore may only be completed in accordance with the provisions of this Agreement.

  • Transfer of Purchased Assets At each exercise of the Asset Purchase Option by Party A:

  • Transfer of Acquired Assets At the Closing, Seller is transferring and shall transfer to Buyer, and the Transaction Agreements are effective to vest in Buyer, good, valid and indefeasible or marketable, fee simple or leasehold, as applicable, title to the Acquired Assets, free and clear of all Liens, other than Permitted Liens.

  • Ownership and Transfer of Shares The Trust or a transfer or similar agent for the Trust shall maintain a register containing the names and addresses of the Shareholders of each Series and Class thereof, the number of Shares of each Series and Class held by such Shareholders, and a record of all Share transfers. The register shall be conclusive as to the identity of Shareholders of record and the number of Shares held by them from time to time. The Trustees may authorize the issuance of certificates representing Shares and adopt rules governing their use. The Trustees may make rules governing the transfer of Shares, whether or not represented by certificates. Except as otherwise provided by the Trustees, Shares shall be transferable on the books of the Trust only by the record holder thereof or by his duly authorized agent upon delivery to the Trustees or the Trust's transfer agent of a duly executed instrument of transfer, together with a Share certificate if one is outstanding, and such evidence or the genuineness of each such execution and authorization and of such other matters as may be required by the Trustees. Upon such delivery, and subject to any further requirements specified by the Trustees or contained in the By-laws, the transfer shall be recorded on the books of the Trust. Until a transfer is so recorded, the Shareholder of record of Shares shall be deemed to be the holder of such Shares for all purposes hereunder and neither the Trustees nor the Trust, nor any transfer agent or registrar or any officer, employee or agent of the Trust, shall be affected by any notice of a proposed transfer.

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