Sale and Transfer of Stock. Subject to and upon the terms and conditions of this Agreement, at the Closing, Seller shall sell, convey, assign, transfer and deliver to Purchaser, and Purchaser shall purchase from Seller, all the Shares, free and clear of all Liens.
Sale and Transfer of Stock. Subject to the terms and conditions set forth in this Agreement, Seller agrees to sell, convey, transfer, assign, and deliver to Buyer, and Buyer agrees to purchase from Seller, the stock (“Stock”) of Seller related to Seller’s business share in Union Imaging Associates, Inc.
Sale and Transfer of Stock. The execution of this Agreement shall operate as an effective sale and transfer of the Stock contemplated herein effective as of the Closing Date and Buyer shall be treated by the transfer agent of the Company for all purposes as the record holder of the Stock on that date with all the attendant rights and privileges thereof as of the Closing Date whether or not the original stock certificates are surrendered as of that date. Seller agrees to surrender all stock certificates evidencing its ownership of the Stock to the transfer agent of the Company as soon as possible but in any event within ten (10) business days of the Closing Date, and to execute any documents of transfer or take any other actions for the transfer as required by the transfer agent of the Company. The transfer agent’s contact information is Transfer Online, Attn: Xxxxx Xxxxxx, 000 XX Xxxxx Street, 2nd Floor, Portland, Oregon, United States 97204.
Sale and Transfer of Stock. The Seller shall sell, transfer and convey to the Buyer and the Buyer shall purchase and acquire from the Seller 80% of the authorized, issued and outstanding common shares of the Corporation consisting of_____ shares (the "Shares").
Sale and Transfer of Stock. Subject to the terms and conditions of this Agreement, the Stockholders agree to sell, convey and deliver to SmarTalk, and SmarTalk agrees to purchase and accept at the Closing (as hereinafter defined) from each Stockholder, the number of shares of common stock and/or preferred stock of the Company set opposite their respective names on Schedule 1.1.
Sale and Transfer of Stock. Upon the terms and subject to the conditions of this Agreement, the Sellers hereby agree to sell, assign, convey, transfer and deliver on the Closing Date (as hereinafter defined) to the Purchaser 160 shares, of the Company Common Stock, representing 80% of the Company's issued and outstanding common stock (the "Purchased Shares"), in consideration of the payment by the Purchaser of the Purchase Price (as hereinafter
Sale and Transfer of Stock. Series A Senior Convertible Preferred Stock.......................................2 1.2
Sale and Transfer of Stock. At the Closing, (a) each Shareholder will deliver, or cause to be delivered, to Purchaser the Common Certificate or Certificates evidencing the Company Common Stock owned by such Shareholder, duly endorsed or accompanied by a duly executed stock power assigning such Company Common Stock to Purchaser and otherwise in good form for transfer and (b) Purchaser will deliver to each Shareholder a promissory note of Purchaser in form and substance reasonably satisfactory to the Shareholder Representative and Purchaser, with a maturity date of two business days after the Closing Date (collectively, the "Purchase Price Notes"), secured by a first and prior lien on the Company Common Stock delivered to Purchaser by such Shareholder at the Closing and payable, on the maturity date, by (i) delivering to the Escrow Agent the portion of the Initial Shares equal to the total number of Initial Shares multiplied by a fraction (A) the numerator of which is the total number of shares of Company Common Stock owned by such Shareholder immediately before the Effective Time and (B) the denominator of which is the total number of shares of Company Common Stock issued and outstanding immediately before the Effective Time and (ii) paying cash in an amount equal to the product of (A) the number of shares of Company Common Stock owned by such Shareholder immediately before the Effective Time multiplied by (B) the quotient of the difference between (1) the Base Purchase Price and (2) the Holdback payable pursuant to the Holdback Note divided by the total number of shares of Company Common Stock issued and outstanding immediately before the Effective Time (the "Stock Purchase Consideration"). The Closing will not be consummated with respect to the Company Common Stock held by any Shareholder unless it is consummated with respect to all outstanding shares of Company Common Stock.
Sale and Transfer of Stock. Upon the terms and subject to the conditions of this Agreement, the Sellers hereby agree to sell, assign, convey, transfer and deliver on the Closing Date (as hereinafter defined) to the Purchaser 100 shares of the Common Stock, representing 100% of BarPoint's issued and outstanding common stock in consideration of the payment by the Purchaser of the Purchase Price (as hereinafter defined) for the Common Stock. On the Closing Date, the Sellers shall convey to the Purchaser the Common Stock free and clear of all liens, claims, encumbrances, charges, restrictions or rights of others.
Sale and Transfer of Stock. On the basis of the representations, warranties, covenants and agreements and subject to the satisfaction or waiver of the conditions set forth in this Agreement, at the Closing:
(i) the Parent shall sell, convey, assign, transfer and deliver to Aprimo good and valid title to, free and clear of any mortgage, pledge, security interest, encumbrance, deed of trust, claim, lease, license, option, right of first refusal, easement, restriction, reservation, servitude, proxy, voting trust or agreement, transfer restriction, charge or other lien, and Aprimo shall purchase and acquire from the Parent, the DC EMS Stock; and
(ii) the Parent shall cause and otherwise procure Protagona Limited, a company limited by shares and incorporated and registered in England and Wales with company number 3123821 and a registered office at Three Pxxxxxxxx Wharf, Hxxx Street, Aston Sxxxxxx Xxxx, Xxxxxxxxxx X0 0XX, Xxxxxx Xxxxxxx, all of the share capital of which is owned by the Parent (“Protagona Limited”), to sell, convey, assign, transfer and deliver to Aprimo UK good and valid title to, free and clear of any mortgage, pledge, security interest, encumbrance, deed of trust, claim, lease, license, option, right of first refusal, easement, restriction, reservation, servitude, proxy, voting trust or agreement, transfer restriction, charge or other lien, and Aprimo UK shall purchase and acquire from Protagona Limited, the DC CM Stock. The Parent waives, and shall procure Protagona Limited to irrevocably waive, any right of pre-emption or other restriction on transfer in respect of the Stock conferred on it under the memorandum and articles of association of DC CM or otherwise and shall before the Closing procure the irrevocable waiver of any such right or restriction conferred on any third party. Aprimo UK shall not be obligated to complete the purchase of any of the shares of Stock unless the purchase of all the shares of Stock is completed simultaneously.
