Common use of Sale and Transfer of Shares Clause in Contracts

Sale and Transfer of Shares. On the terms and subject to the conditions of this Agreement, on the Closing Date, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from the Seller the Shares.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Susser Petroleum Partners LP), Purchase and Sale Agreement

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Sale and Transfer of Shares. On Subject to the terms and subject to the conditions of this Agreement, on at the Closing DateClosing, Seller Sellers shall sell, convey, assign, sell and transfer and deliver the Shares to Buyer, and Buyer shall purchase and acquire the Shares from the Seller the SharesSellers.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Genesco Inc), Stock Purchase Agreement (Healthstream Inc)

Sale and Transfer of Shares. On Subject to the terms and subject to the conditions of set forth in this Agreement, on at the Closing DateClosing, Seller shall sell, convey, assign, transfer and deliver the Shares to BuyerPurchaser, free and clear of all Liens (other than restrictions arising under the Securities Act or any other applicable state securities laws), and Buyer Purchaser shall purchase purchase, acquire and acquire accept the Shares from the Seller the SharesSeller.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Fidelity Leasing Inc), Stock Purchase Agreement (Resource America Inc)

Sale and Transfer of Shares. On Subject to the terms and subject to the conditions of this Agreement, on at the Closing Date, Seller the Shareholder shall sell, convey, assign, transfer and deliver to BuyerPurchaser, and Buyer Purchaser shall purchase purchase, acquire and acquire from the Seller receive, the Shares, free and clear of all Encumbrances, except for any Encumbrance arising under the Securities Act or any applicable state securities laws.

Appears in 1 contract

Samples: Stock Purchase Agreement (American United Global Inc)

Sale and Transfer of Shares. On the terms and subject to the conditions of set forth in this Agreement, on Sellers shall sell and transfer the Closing Date, Seller shall sell, convey, assign, transfer and deliver Shares to Buyer, and Buyer shall purchase and acquire the Shares from Sellers, at the Seller the SharesClosing.

Appears in 1 contract

Samples: Stock Purchase Agreement (Pinnacle Airlines Corp)

Sale and Transfer of Shares. On Upon the terms and subject to the conditions of contained in this Agreement, on at the Closing Date, Seller shall sell, convey, assign, transfer and deliver to BuyerBuyer all of Seller's right, title and Buyer shall purchase interest in and acquire from to 100 shares of the Seller Common Stock (the "Shares"), constituting all of the issued and outstanding Common Stock, free and clear of all Encumbrances, except for restrictions on transfer imposed by the Securities Act or any applicable state securities laws.

Appears in 1 contract

Samples: Stock Purchase Agreement (Edwards Lifesciences Corp)

Sale and Transfer of Shares. On Subject to the terms and subject to the conditions of this Agreement, on at the Closing DateClosing, Seller shall sell, convey, assign, transfer and deliver to Buyer, good and valid title to all the Shares, free and clear of all Encumbrances, except for any Encumbrance arising under the Securities Act or any applicable state securities laws, and Buyer shall purchase purchase, acquire and acquire accept the Shares from the Seller the SharesSeller.

Appears in 1 contract

Samples: Stock Purchase Agreement (Level 3 Communications Inc)

Sale and Transfer of Shares. On Subject to the terms and subject to the conditions of this Agreement, on at the Closing DateClosing, Seller shall sell, convey, assign, transfer and deliver to BuyerPurchaser the Shares free and clear of all Encumbrances, and Buyer shall purchase and acquire from except for any Encumbrance arising under Section 203, the Seller the SharesSecurities Act or any applicable state securities laws.

Appears in 1 contract

Samples: Stock Purchase Agreement (Oplink Communications Inc)

Sale and Transfer of Shares. On Subject to the terms and subject to the conditions of this Agreement, on at the Closing DateClosing, Seller shall sell, convey, assign, transfer and deliver to BuyerPurchaser, and Buyer Purchaser shall purchase from Seller, all the issued and acquire from outstanding Shares, free and clear of all Liens (the Seller the Shares“Purchase”).

Appears in 1 contract

Samples: Stock Purchase Agreement (Openwave Systems Inc)

Sale and Transfer of Shares. On Subject to the terms and subject to the conditions of this Agreement, on at the Closing Date, Seller shall sell, convey, assign, transfer and deliver to BuyerPurchaser or one or more Designated Purchaser Affiliates the Shares, and Buyer shall purchase cause the Outside Inventory Sellers to sell, convey, assign, transfer and acquire from deliver to Designated Purchaser Affiliates the Seller Outside Inventory, in each case, free and clear of all Encumbrances, except for restrictions on transfer of the SharesShares arising under the Securities Act or any applicable state or foreign securities laws.

Appears in 1 contract

Samples: Stock Purchase Agreement (Newell Rubbermaid Inc)

Sale and Transfer of Shares. On Subject to the terms and subject to the conditions of set forth in this Agreement, on at the Closing DateClosing, Seller shall will sell, convey, assign, transfer and deliver the Shares to BuyerPurchaser, free and Buyer shall purchase clear of all Liens (other than restrictions arising under the Securities Act or any other applicable state securities laws) and Purchaser will purchase, acquire and accept the Shares from the Seller the SharesSeller.

Appears in 1 contract

Samples: Stock Purchase Agreement (Manischewitz B Co LLC)

Sale and Transfer of Shares. On Subject to the terms and subject to the conditions of this Agreement, at the Closing, the Selling Shareholders shall sell and deliver, or provide documents sufficient to ensure the transfer on the Closing DateDate of, Seller shall sellthe Shares to the Purchaser, convey, assign, transfer free and deliver to Buyer, and Buyer shall purchase and acquire from the Seller the Sharesclear of all Encumbrances.

Appears in 1 contract

Samples: Stock Purchase Agreement (Engage Inc)

Sale and Transfer of Shares. On the terms basis of the representations, warranties, covenants and agreements, and subject to the conditions satisfaction or waiver of the conditions, set forth in this Agreement, on at the Closing Date(as defined in Section 1.3(a)), the Seller shall sell, convey, assign, transfer and deliver to the Buyer, and the Buyer shall purchase and acquire from the Seller Seller, the Shares, in each case upon the terms and subject to the conditions set forth herein.

Appears in 1 contract

Samples: Stock Purchase Agreement (NMT Medical Inc)

Sale and Transfer of Shares. On the terms and subject to the conditions of this Agreement, on at the Closing Date(as defined in Section 1.4), the Seller shall sell, convey, assign, transfer and deliver to the Buyer, and the Buyer shall purchase and acquire from the Seller Seller, the Shares.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Savient Pharmaceuticals Inc)

Sale and Transfer of Shares. On Subject to the terms and subject to the conditions of this Agreement, on at the Closing DateClosing, Seller shall sell, convey, assign, transfer and deliver to BuyerPurchaser (or its designated Subsidiaries) all the issued and outstanding Shares, free and clear of all Encumbrances, except for any Encumbrance arising under the Securities Act or any applicable state or provincial securities laws, and Buyer Purchaser (or its designated Subsidiaries) shall purchase purchase, acquire and acquire accept the Shares from the Seller the SharesSeller.

Appears in 1 contract

Samples: Stock Purchase Agreement (MDC Partners Inc)

Sale and Transfer of Shares. On Subject to the terms and subject to the conditions of this Agreement, on at the Closing DateClosing, Seller shall sell, convey, assign, transfer and deliver to BuyerPurchaser all of the issued and outstanding Shares, free and clear of all Encumbrances, and Buyer Purchaser shall, or shall purchase cause its designated Subsidiary to, purchase, acquire and acquire accept the Shares from the Seller the SharesSeller.

Appears in 1 contract

Samples: Stock Purchase Agreement (VeriChip CORP)

Sale and Transfer of Shares. On Subject to the terms and subject to the conditions of this Agreement, on at the Closing Date, Seller shall sell, convey, assign, transfer and deliver to BuyerPurchaser all of Seller's right, title and Buyer shall purchase interest in and acquire from to the Seller issued and outstanding Shares, free and clear of all Encumbrances, except for any Encumbrance arising under the SharesSecurities Act or any applicable state securities laws.

Appears in 1 contract

Samples: Stock Sale Agreement (Merisel Inc /De/)

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Sale and Transfer of Shares. On Subject to the terms and subject to the conditions of this Agreement, on at the Closing DateClosing, Seller Sellers shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from the Seller the Shares, free and clear of all Liens except for customary restrictions on the transfer of such Shares imposed by the Securities Act and any applicable state securities laws.

Appears in 1 contract

Samples: Stock Sale Agreement (Yell Finance Bv)

Sale and Transfer of Shares. On Subject to the terms and subject to the --------------------------- conditions of this Agreement, on at the Closing DateClosing, Seller shall sell, convey, assign, transfer and deliver to BuyerPurchaser all the issued and outstanding Shares, free and Buyer clear of all Encumbrances, except for any Encumbrance relating to the resale of the Shares by the Purchaser arising under the Securities Act or any applicable state securities laws and Purchaser shall purchase purchase, acquire and acquire accept the Shares from the Seller the SharesSeller.

Appears in 1 contract

Samples: Stock Purchase Agreement (McKesson Hboc Inc)

Sale and Transfer of Shares. On Subject to the terms and subject to the conditions of this Agreement, on at the Closing Datethe Selling Shareholders are selling, Seller shall sellconveying, conveyassigning, assigntransferring and delivering to Purchaser all of the issued and outstanding Shares of the Company owned by any of the Selling Shareholders as set forth on Exhibit A hereto and all rights to acquire Shares of the Company, transfer free and deliver clear of all Encumbrances, except as provided in the Security Agreement referred to Buyer, and Buyer shall purchase and acquire from the Seller the Sharesherein.

Appears in 1 contract

Samples: Stock Purchase Agreement (Tri-S Security Corp)

Sale and Transfer of Shares. On Subject to the terms and subject to the conditions of this Agreement, on at the Closing Date, Seller shall sell, convey, assign, transfer and deliver to BuyerPurchaser all of the Outstanding Common Stock, free and Buyer shall purchase and acquire from the Seller the Sharesclear of all Liens.

Appears in 1 contract

Samples: Stock Purchase Agreement (Sana Biotechnology, Inc.)

Sale and Transfer of Shares. On the terms and subject to the conditions of this Agreement, on at the Closing DateClosing, Seller shall sell, convey, assign, transfer and deliver to BuyerPurchaser all of the Shares, free and clear of all Encumbrances, and Buyer Purchaser shall purchase and acquire all of the Shares from the Seller the SharesSeller.

Appears in 1 contract

Samples: Stock Purchase Agreement (Civista Bancshares, Inc.)

Sale and Transfer of Shares. On Subject to the terms and subject to the conditions of this Agreement, on at the Closing DateClosing, Seller shall sell, convey, assign, transfer convey and deliver to Buyer, Purchaser the outstanding Shares of the Company free and Buyer shall purchase and acquire from the Seller the Sharesclear of all Encumbrances.

Appears in 1 contract

Samples: Share Purchase Agreement (Techteam Global Inc)

Sale and Transfer of Shares. On Subject to the terms and subject to the conditions of this Agreement, on at the Closing DateClosing, Seller shall sell, convey, assign, sell and transfer and deliver the Shares to Buyer, and Buyer shall purchase and acquire the Shares from the Seller the SharesSeller.

Appears in 1 contract

Samples: Stock Purchase Agreement (Healthstream Inc)

Sale and Transfer of Shares. On the terms and subject to the conditions of this Agreement, on at the Closing Date(as defined in Section 1.3(a)), the Seller shall sell, convey, assign, transfer and deliver to the Buyer, and the Buyer shall purchase and acquire from the Seller Seller, the Shares, free and clear of Liens (as defined in Section 2.2(c)).

Appears in 1 contract

Samples: Share Purchase Agreement (Savient Pharmaceuticals Inc)

Sale and Transfer of Shares. On Subject to the terms and subject to the conditions of this Agreement, on at the Closing DateClosing, Seller shall sell, convey, assign, transfer and deliver to BuyerPurchaser all the issued and outstanding Shares, free and clear of all Encumbrances, except for any Encumbrance arising under the Securities Act or any applicable state securities laws, and Buyer Purchaser shall purchase purchase, acquire and acquire accept the Shares from the Seller the SharesSeller.

Appears in 1 contract

Samples: Stock Purchase Agreement (United Online Inc)

Sale and Transfer of Shares. On Subject to the terms and subject to the conditions of this Agreement, on at the Closing DateCompany Closing, Seller shall sell, convey, assign, transfer and deliver to Buyer, Purchaser and Buyer Purchaser shall purchase and acquire from the Seller Seller, the Shares, free and clear of all Encumbrances.

Appears in 1 contract

Samples: Stock and Mortgage Loan Purchase Agreement (American Home Mortgage Investment Corp)

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