Sale and Transfer of Shares Closing Clause Samples
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Sale and Transfer of Shares Closing. Subject to the terms and conditions of this Agreement, at the Closing, the following will occur:
i. the Company will sell and transfer the Purchase Shares to GSAI and the Shareholders;
ii. Bristlecone will deliver 4,500,000 common shares to the Company which shall be cancelled and returned to the treasury of the Company; iii ▇▇▇▇▇▇▇▇▇ will deliver 3,500,000 common shares to the Company which shall be cancelled and returned to the treasury of the Company;
iv. GSAI will transfer 100% of the outstanding shares of ARCIS (the “ARCIS Shares”) to the Company.
v. the Shareholders will transfer 100% of the outstanding shares of GCED (the “GCED Shares”) to the Company;
vi. the Company shall deliver the 13,200,000 Purchase Shares issued in the amounts and to the persons set forth in Exhibit C hereto;
vii. the Officers and Directors of the Company shall appoint the directors designated by GSAI and resign; and the newly appointed Directors of the Company who shall serve until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Charter and the By-Laws, shall appoint the new officers of the Company.
Sale and Transfer of Shares Closing. 1
1.1 Sale and Transfer of Shares 1 1.2 Purchase Price 1 1.3 Escrow Agreement 3 1.4 Closing 3 1.5 Tax Withholding 5 1.6 Purchase Price Allocation 5
Sale and Transfer of Shares Closing. 7 2.1. Shares...................................................... 7 2.2.
Sale and Transfer of Shares Closing. 2.1 Shares 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.
Sale and Transfer of Shares Closing. 1 2.1 SHARES.................................................................1
Sale and Transfer of Shares Closing. 1.1 Shares ------ Subject to the terms and conditions of this Agreement, at the Closing, Seller will sell and transfer good and marketable title to the Shares to Buyer, free and clear of all Liens (as defined herein), in accordance with the terms of this Agreement, and for the consideration set forth in Section 1.2 hereof, and Buyer will purchase the Shares from Seller.
Sale and Transfer of Shares Closing. 11 Section 2.1 Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Section 2.2
Sale and Transfer of Shares Closing. 9- 2.1 THE SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . -9- 2.2 PURCHASE PRICE . . . . . . . . . . . . . . . . . . . . . . . . -9- 2.3 CLOSING. . . . . . . . . . . . . . . . . . . . . . . . . . . . -9- 2.4
Sale and Transfer of Shares Closing. AGREEMENTS 15 2.1 Shares; Effective Time 15 2.2 Purchase Price 16 2.3 Closing 17 2.4 Closing Obligations 17 2.5 Adjustment Amount 18 2.6 Adjustment Procedures 21 2.7 Balance Sheet at Effective Time 23 2.8 Tax Adjustment Amount 26 2.9 Sellers' Representative 26 2.10 Non-Competition 26 2.11 Tax Returns 29 2.12 Employment Agreements and Reaffirmation Certificates 31 2.13 Tradenames 31 2.14 R-ONE Commercial Brokerage Division. 31 2.15 Continuing Liabilities 33 2.16 Certain Employment Matters 33 2.17 R-ONE Legal Department 33 2.18 Shareholders' Agreement 34 2.19 Information for SEC Filings 34
Sale and Transfer of Shares Closing. Delivery of Estimate; Calculation of Initial Adjustment Amount