Sale of Sale Shares. Subject to the terms and conditions of this Agreement, the Vendor shall sell, as legal and beneficial owner, and the Purchaser shall purchase, or procure the purchase by one of its wholly-owned subsidiaries of, the Sale Shares, free from all liens, charges and encumbrances and together with all rights now or hereafter attaching to them, including all rights to any dividends or other distributions declared, made or paid after the date of this Agreement.
Sale of Sale Shares. 12 3. Consideration..................................................................................................... 13 4. Conditions........................................................................................................
Sale of Sale Shares. 8 3. Consideration.....................................................................................9 4.
Sale of Sale Shares. Subject to the terms and conditions of this Agreement, the Purchaser agrees to purchase at the Closing (as defined below), and the Sellers agree to sell, transfer and assign to the Purchaser at the Closing, for an aggregate purchase price of $4,507,000.00 (the "Purchase Price"), all the Sale Shares.
Sale of Sale Shares. 2.1 Subject to the terms of this Agreement and with effect from the Completion Date, each of the Vendors shall sell with full title guarantee and the Purchaser shall purchase, free from all liens, charges and encumbrances and together with all rights now or hereafter attaching to them, including all rights to any dividend or other distribution declared, made or paid after the date of this Agreement, the number of Sale Shares set opposite his or its name in column (2) of Schedule 1A.
2.2 Each of the Vendors hereby waives and agrees to procure the waiver of any restrictions on transfer (including pre-emption rights) which may exist in relation to the Company Shares and HSBC Notes, whether under the articles of association of the Company, the Shareholders' Agreement, the instruments constituting the HSBC Notes or otherwise.
2.3 The Purchaser undertakes following Completion to procure that the Company pays to the Inland Revenue the sums equal to the amounts on account of National Insurance Contributions and Income Tax which have been withheld from the Optionholders who are employees pursuant to the provisions of the Option Surrender Agreements.
Sale of Sale Shares. Notwithstanding the signature date, the seller sells to the purchaser which purchases the sale shares with full title guarantee, free from any encumbrances and with all rights attaching to them with effect to and from the closing date, on which date all risk in and benefits attaching to the sale shares shall be regarded as having passed to the purchaser.
Sale of Sale Shares. 2.1 This Agreement and the Parties’ rights and obligations set out under this Agreement is conditional upon each Party (i) obtaining its relevant corporate approvals for it to enter into this Agreement and perform its obligations hereunder and (ii) providing copies of such corporate approvals to the other Party.
Sale of Sale Shares. 2.1 Subject to the terms of this Agreement, the Vendor shall sell as legal and beneficial owner and the Purchaser shall purchase, the Sale Shares, free from all liens, charges and encumbrances and together with all rights now or hereafter attaching to them, including all rights to any dividend or other distribution declared, made or paid after the date of this Agreement.
2.2 The Vendor hereby waives and agrees to procure the waiver of any restrictions on transfer (including pre-emption rights), if any, which may exist in relation to the Sale Shares, whether under the articles of association of the Company or otherwise.
Sale of Sale Shares a. The Seller has not received any notice of any investigations, or claims or pending litigation or proceedings that could restrict the sale of the Sale Shares by the Seller.
b. No order of any court and / or judicial and / or Governmental Authority shall have been passed restraining the Sellers from consummating the transactions contemplated under this Agreement.
Sale of Sale Shares. The Non-Promoter Seller has not received any notice of any investigations, or claims or pending litigation or proceedings that could restrict the sale of the respective Sale Shares held by the Non-Promoter Seller.
