Sale of the Company Shares Sample Clauses

Sale of the Company Shares. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing and effective as of the Closing Date, each Stockholder shall sell and transfer the Company Shares owned by such Stockholder to the Buyer, and the Buyer will purchase the Company Shares from the Stockholders. The consideration to be paid by the Buyer to the Stockholders for the Company Shares shall consist of the Closing Shares and the Earn-Out Shares.
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Sale of the Company Shares. On and subject to the terms and conditions set forth in this Agreement, at Closing, Seller will sell, assign, transfer and deliver the Company Shares to Purchaser, free and clear of all Liens, and Purchaser will purchase the Company Shares from Seller. At the Closing, title to the Company Shares will pass to the Purchaser, as record and beneficial owner. Purchaser will then be entitled to all rights, including, without limitation, voting rights, as the sole owner of such Company Shares, free and clear of all Liens.
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Sale of the Company Shares. Each Stockholder does hereby agree to sell and deliver to SETO, and SETO does hereby agree to purchase from each Stockholder, at the Closing (as defined in Section 9), the number of shares of the Company's common stock owned by such Stockholder as set forth on Exhibit A hereto (the "Company Shares") by delivering to the Company stock certificates representing his Company Shares, accompanied by a stock power executed by such Stockholder, with his signature Medallion Guaranteed, together with all applicable stock transfer tax stamps relative to said certificates.
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Sale of the Company Shares. Upon the terms and subject to the conditions contained herein, at the Closing each C&E Shareholder shall sell, convey, transfer, assign and deliver to Swedish Match the shares of Class B Common Stock of the Company set forth with respect to such C&E Shareholder on Schedule A hereto (the "SHARES"), free and clear of all Liens (provided that the C&E Representative shall have the right, upon notice to Swedish Match, to modify the allocation of shares set forth on Schedule A among the C&E Shareholders prior to the Closing as long as (i) the aggregate number of Shares being sold by all the C&E Shareholders remains unchanged and (ii) Edgar M. Cullman, Sr. and Edgar M. Cullman, Jr., do not sell more than one third of their current holdings of shares of Class B Common Stock (owned directly or indirectly) pursuant to this Agreement.
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Sale of the Company Shares. The Investor shall be entitled to sell the Company Shares at it’s sole discretion and retain one hundred percent (100%) of the sale proceeds of the Company Shares.
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Sale of the Company Shares. 2.1 The Vendors shall sell to the Purchaser and the Purchaser (relying, as the Vendors hereby acknowledge, on the representations, warranties, undertakings and indemnities of the Vendors (or any of them) referred to or contained in this Agreement) shall purchase from the Vendors the Company Shares. 2.2 The Vendors shall sell and transfer the Company Shares held by them free from all claims, liens, charges, encumbrances and equities and other rights exercisable by third parties and with full title guarantee. 2.3 Title to, beneficial ownership of, and any risk attaching to, the Company Shares shall pass on Completion and the Company Shares shall be sold and purchased together with all rights and benefits attached or accruing to them at Completion (including without limitation the right to receive all dividends, distributions or any return of capital declared, payable or made by the Company on or after Completion).Each of the Vendors hereby waives any rights of pre-emption conferred on him by the Articles of Association of the Company or otherwise over Company Shares hereby agreed to be sold by the other Vendors. 2.4 The Purchaser shall not be obliged to complete the purchase of any of the Company Shares unless the purchase of all the Company Shares is completed simultaneously.
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Sale of the Company Shares. Subject to the terms and -------------------------- conditions hereof, at the Closing (as defined in Section 2.1 hereof), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the Company Shares for an aggregate purchase price of $30,000,000 (the "Company Purchase Price"). The Company Shares shall have the rights, preferences, privileges and restrictions set forth in the Company's Certificate of Incorporation.
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Sale of the Company Shares. The Buyer agrees that it will not sell, pledge or otherwise transfer any of its Company Shares (a) until such time as permitted under Rule 144 or a registration statement with respect to the Company Shares filed by the Company becomes effective, or (b) unless such sale is made pursuant to an exemption from the registration requirements of the Securities Act and applicable state law. The Buyer understands that stop-transfer instructions will be given to the Company's transfer agent with respect to the certificates evidencing its Company Shares. In order to evidence the agreement described in this paragraph, the Buyer further agrees that the following legend may be placed by the Company upon the certificates representing its Company Shares: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 BUT HAVE BEEN ACQUIRED FOR INVESTMENT BY THE REGISTERED OWNER. NO SALE, PLEDGE OR OTHER TRANSFER MAY BE MADE UNLESS THE CORPORATION IS FURNISHED WITH AN OPINION OF COUNSEL FOR THE SHAREHOLDER 1N FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION THAT SUCH SALE IS IN COMPLIANCE WITH THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS.
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Sale of the Company Shares. Upon the terms and subject to the conditions contained in this Agreement, at the Closing, the Holders shall sell, assign, transfer, convey and deliver to Purchase Sub, and Purchase Sub shall purchase, acquire and accept for delivery from the Holders, the Company Shares free and clear of all encumbrances.
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Related to Sale of the Company Shares

  • Sale of the Company (a) If the Board and the holders of a majority of the Company's Preferred Stock and Common Stock approve a Sale of the Company (the "Approved Sale"), the holders of Executive Stock shall consent to and raise no objections against the Approved Sale of the Company, and if the Approved Sale of the Company is structured as a sale of stock, the holders of Executive Stock shall agree to sell their shares of Executive Stock and surrender their stock options on the terms and conditions approved by the Board and the holders of a majority of the Company's Preferred Stock and Common Stock. The holders of Executive Stock shall take all necessary and desirable actions in connection with the consummation of the Approved Sale of the Company. (b) The obligations of the holders of Executive Stock with respect to the Approved Sale of the Company are subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Sale, all of the holders of Common Stock shall receive the same form and amount of consideration per share of Common Stock, or if any holders of Common Stock are given an option as to the form and amount of consideration to be received, all holders shall be given the same option; and (ii) all holders of then currently exercisable rights to acquire shares of Common Stock shall be given an opportunity to either (A) exercise such rights prior to the consummation of the Approved Sale and participate in such sale as holders of Common Stock or (B) upon the consummation of the Approved Sale, receive in exchange for such rights consideration equal to the amount determined by multiplying (1) the same amount of consideration per share of Common Stock received by the holders of Common Stock in connection with the Approved Sale less the exercise price per share of Common Stock of such rights to acquire Common Stock by (2) the number of shares of Common Stock represented by such rights. (c) If the Company or the holders of the Company's securities enter into any negotiation or transaction for which Rule 506 (or any similar rule then in effect) promulgated by the Securities Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), the holders of Executive Stock shall at the request of the Company, appoint a "purchaser representative" (as such term is defined in Rule 501) reasonably acceptable to the Company. If any holder of Executive Stock appoints a purchaser representative designated by the Company, the Company shall pay the fees of such purchaser representative. However, if any holder of Executive Stock declines to appoint the purchaser representative designated by the Company, such holder shall appoint another purchaser representative (reasonably acceptable to the Company), and such holder shall be responsible for the fees of the purchaser representative so appointed. (d) Executive and the other holders of Executive Stock (if any) shall bear their pro-rata share (based upon the number of all shares sold by each seller including the Investors and each other Executive) of the costs of any sale of Executive Stock pursuant to an Approved Sale to the extent such costs are incurred for the benefit of all holders of Common Stock and are not otherwise paid by the Company or the acquiring party. Costs incurred by Executive and the other holders of Executive Stock on their own behalf shall not be considered costs of the transaction hereunder. (e) The provisions of this paragraph 6 shall terminate upon the completion of a Qualified Public Offering.

  • Company Shares If the managing underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account or for the account of others in such registration if the managing underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

  • Purchase and Sale of Preferred Shares (a) Subject to the terms and the conditions set forth herein, and in reliance upon the representations and warranties of the Company and the First Closing Investors set forth herein or in any certificate or other document delivered pursuant hereto, the Company issued, sold and delivered to each First Closing Investor, free and clear of all Liens (except as set forth in the Registration Rights Agreement and the Shareholders Agreement), and each First Closing Investor purchased at the First Closing, the number of Series A Preferred Shares set opposite such First Closing Investor’s name in the column labeled “Series A Preferred Shares purchased at the First Closing” on Appendix I-A from the Company at a purchase price of $3.7999696 per share. (b) Subject to the terms and the conditions set forth herein, and in reliance upon the representations and warranties of the Company and the Second Closing Investors set forth herein or in any certificate or other document delivered pursuant hereto, the Company shall issue, sell and deliver to each Second Closing Investor, free and clear of all Liens (except as set forth in the Registration Rights Agreement and the Shareholders Agreement), and each Second Closing Investor shall purchase at the Second Closing, the number of Series B Units set opposite such Second Closing Investor’s name in the column labeled “Series B Units to be purchased at the Second Closing” on Appendix I-B from the Company at a purchase price of $3.00 per Series B Unit, subject to the limitation set forth in Section 2.5 with respect to the Debenture Holder Investors. The Series B Preferred Shares shall accrue dividends from the date of issuance.

  • Parent Shares All outstanding Parent Shares, and all Parent Shares, which may be issued pursuant to this Agreement shall when issued in accordance with this Agreement be, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

  • Conversion of Company Shares As of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any Company Share or Acquiror Share, each Company Share issued and outstanding immediately prior to the Effective Time (other than (a) shares to be cancelled in accordance with Section 3.2 and (b) Dissenting Shares) shall be converted into the right to receive in cash from Acquiror, without interest, an amount equal to $16.00 (the "Merger Consideration").

  • Sale of the Shares Upon execution of this Agreement (the “Closing”), subject to the terms and conditions herein set forth, and on the basis of the representations, warranties and agreements herein contained, SELLER shall sell to PURCHASER, and PURCHASER shall purchase from SELLER, the Shares.

  • Purchase and Sale of Common Shares Upon the following terms and subject to the conditions contained herein, the Company shall, on the date hereof, issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of ten million two hundred thousand shares of Common Stock (the "Common Shares"). As consideration, the Purchaser shall assume financial and operational responsibility of the Company and perform certain terms and conditions as detailed in an agreement between the Purchaser and the Company dated March 11, 2005.

  • Purchase and Sale of the Sponsor Warrants (i) At least one business day prior to the consummation of the Public Offering (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,333,334 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of $9,500,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date”, and, each Over-allotment Closing Date (if any) together with the Initial Closing Date, being sometimes referred to herein as a “Closing Date,” or the “Closing Dates”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 750,000 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of up to $1,125,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, the Company shall, at its option, deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

  • Conversion of Company Securities At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities: (a) Each share of common stock, par value $0.001 per share, of the Company (“Company Common Stock”) and of each series of preferred stock, par value $0.001 per share, of the Company (“Company Preferred Stock” and, together with the Company Common Stock, the “Company Stock”) issued and outstanding immediately prior to the Effective Time (other than any Company Stock owned beneficially by the Parent or the Acquisition Subsidiary and other than Dissenting Shares (as defined below)), shall be converted into and represent the right to receive (subject to the provisions of Section 1.6) such number of shares of Parent Common Stock as is equal to the applicable “Conversion Ratio” specified with respect to such class or series on Schedule 1.5(a) hereto (the “Applicable Conversion Ratio”). An aggregate of 22,700,649 shares of Parent Common Stock (including Indemnification Escrow Shares (as defined below) and Dissenting Shares), subject to adjustment as necessary due to rounding as set forth in Section 1.5(b), shall be issuable to the stockholders of record of the Company immediately prior to the Effective Time (the “Company Stockholders”) in connection with the Merger. The shares of Parent Common Stock into which the shares of Company Common Stock are converted pursuant to this Section shall be referred to herein as the “Merger Shares.” (b) Notwithstanding the foregoing, as of the Closing Date, the Company Stockholders shall be entitled to receive immediately only 98% of the shares of Parent Common Stock into which their shares of Company Stock were converted pursuant to Section 1.5(a) (the “Initial Shares”), pro rata in accordance with their respective holdings of Company Stock immediately prior to the Closing; and the remaining 2% of the shares of Parent Common Stock into which their shares of Company Stock were converted pursuant to Section 1.5(a), rounded up or down to the nearest whole number (with 0.5 shares rounded upward to the nearest whole number) (the “Indemnification Escrow Shares”), shall be deposited in escrow pursuant to the Indemnification Escrow Agreement and shall be held and released in accordance with the terms of the Indemnification Escrow Agreement. (c) The Parent shall deliver certificates for the Initial Shares to each Company Stockholder entitled thereto who shall have presented a certificate that immediately prior to the Effective Time represented Company Stock to be converted into Merger Shares pursuant to this Section 1.5 (the “Company Stock Certificates”) to the Parent or the Surviving Corporation or the Parent’s transfer agent. (d) Each issued and outstanding share of common stock, par value $.001 per share, of the Acquisition Subsidiary shall be converted into one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

  • Purchase and Sale of Preferred Stock 1.1 Sale and Issuance of Series A Preferred Stock. --------------------------------------------- (a) The Company shall adopt and file with the Secretary of State of the State of Delaware on or before the Closing (as defined below) the Amended and Restated Certificate of Incorporation in the form attached hereto as Exhibit ------- B (the "Restated Certificate"). - -------------------- (b) Subject to the terms and conditions of this Agreement, each Purchaser agrees to purchase at the Closing and the Company agrees to sell and issue to each Purchaser at the Closing that number of shares of Series A Preferred Stock set forth opposite each such Purchaser's name on Exhibit A --------- attached hereto at a purchase price of $0.609 per share. The shares of Series A Preferred Stock issued to the Purchaser pursuant to this Agreement shall be hereinafter referred to as the "Stock." -----

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