Sale of the Purchased Shares. Based upon the representations, warranties and covenants of the parties contained herein and subject to the terms and conditions of this Agreement, at the Closing which shall be at a place to be mutually agreed upon by IA and CEGI and which shall occur on or before July 15,1998 (herein called the "Closing"):
a. IA shall transfer and convey to CEGI, free and clear of all adverse claims, security interests, liens, claims and encumbrances (other than restrictions under state and federal securities laws), stock certificates representing the Purchased Shares registered in the name of CEGI; and
b. CEGI shall pay to IA in immediately available funds the sum of US$135,000.
Sale of the Purchased Shares. Subject to the terms and conditions contained herein, at the Closing (as defined below), the Seller shall sell to the Purchaser and the Purchaser shall purchase from the Seller the Purchased Shares, free and clear of any and all Encumbrances, at a price per Purchased Share of US$ 3.5 (the "Price Per Share") and an aggregate purchase price of US$ 22,614,515 (the “Purchase Price”), payable at Closing.
Sale of the Purchased Shares. Subject to the terms and ---------------------------- conditions herein stated, each Stockholder agrees to sell, assign, transfer and deliver to the Purchaser on the Closing Date (as defined in Section 2.3), and the Purchaser agrees to purchase from the Stockholders on the Closing Date, the number of shares of Company Stock set forth opposite the name of such Stockholder on Exhibit A hereto. All certificates representing the Purchased Shares shall be duly endorsed by the Stockholder transferring the same, with all necessary transfer tax and other revenue stamps, acquired at the Stockholder's expense, affixed and canceled.
Sale of the Purchased Shares. In consideration of the various ---------------------------- agreements undertaken pursuant to and subject to the terms and conditions of this Agreement, DMX will sell to Purchaser, and Purchaser will buy from DMX, at the Closing, the following interests in the Companies:
(i) 5,000,000 Common Shares (as defined in Section 4.4.1, below);
(ii) a 90 percent interest in that certain note dated May 19, 1993, in the principal amount of $24,436,000 owed by DMX-NV to DMX under a promissory note payable by DMX to the order of TCI-Euromusic, Inc., which note was acquired by DMX in the merger of TCI-Euromusic, Inc. with and into DMX, including all unpaid interest accrued thereon (the entire note shall be referred to as the "NOTE"), together with a corresponding interest in the rights of DMX pursuant to any instruments or loan agreements associated with the Note (the "INSTRUMENTS"); and
(iii) a 90 percent interest in all other outstanding indebtedness, if any, of DMX-NV or DMX-UK to DMX (the total amount such other indebtedness of DMX-UK or DMX-NV to DMX shall be referred to as the "INDEBTEDNESS"). The Common Shares to be transferred to Purchaser pursuant to this Section 1.1 shall be referred to collectively as the "PURCHASED SHARES". The Purchased Shares and the above described interests in the Note and the Indebtedness to be transferred to Purchaser shall be referred to collectively as the "PURCHASED INTERESTS".
Sale of the Purchased Shares. 3.1 The sale of the Purchased Series B Shares and the Purchased Barbados Preferred Shares to the Purchaser shall be effected by Banro and the Barbados Subsidiary in a manner exempt from any prospectus or offering memorandum filing or delivery requirements of the applicable Securities Laws.
3.2 GMP agrees that it shall:
(a) conduct its activities in connection with the Transaction in compliance with all applicable Securities Laws and in accordance with the terms of this Agreement;
(b) obtain from the Purchaser a properly completed and duly executed Share Purchase Agreement, including all schedules thereto; and
(c) not make any representations or warranties with respect to Banro or the Barbados Subsidiary, any of the Transaction Documents, the Series B Shares or the Barbados Preferred Shares (whether written or oral) other than as set forth in the Public Disclosure Record and this Agreement, except as approved in writing by Banro. Notwithstanding the foregoing and for greater certainty, GMP shall be entitled to provide drafts and/or final copies of the Transaction Documents to prospective purchasers of Purchased Shares.
3.3 GMP represents and warrants to Banro that it has the registrations and licences required in connection with the Transaction. GMP represents and warrants to Banro and the Barbados Subsidiary that this Agreement has been duly authorized, executed and delivered by GMP and constitutes a valid and binding obligation of GMP, enforceable in accordance with its terms, except as enforcement thereof may be limited by general principles of equity and by bankruptcy, insolvency, reorganization, moratorium or other Laws affecting the rights of creditors generally.
3.4 GMP represents and warrants to, and covenants with, Banro that, other than with respect to the Purchaser, it will not disclose or permit disclosure by any of its agents or representatives, of any confidential information or fact relating to Banro or the Barbados Subsidiary which has not been publicly disclosed until such time as such information or fact has been publicly disclosed by Banro or the Barbados Subsidiary or another person (other than GMP) or is required to be disclosed by Law or a court or regulatory body of competent jurisdiction.
Sale of the Purchased Shares. In consideration of the various ---------------------------- agreements undertaken pursuant to and subject to the terms and conditions of this Agreement, Xtra will sell to DMX, and DMX will buy from Xtra, at the Closing, 100,000 shares of the Preference Shares of Xtra (as defined in Section 4.4.1, below). The shares of Preference Stock to be transferred to DMX pursuant to this Section 1.1 shall be referred to as the "PURCHASED SHARES".
Sale of the Purchased Shares. Subject to the terms and conditions herein stated, Capital C Holdco agrees to sell, assign, transfer and deliver to the Purchaser on the Closing Date (as defined in Section 2.2), and the Purchaser agrees to purchase from Capital C Holdco on the Closing Date, the Purchased Shares.
Sale of the Purchased Shares. On the Effective Date, Seller shall sell and transfer to Purchaser and Purchaser shall purchase from Seller the Purchased Shares, free and clear of any and all Encumbrances (as defined below), at a price per Purchased Share of Five U.S. Dollars (US$5) and an aggregate purchase price of Ten Million Five Hundred Thirty Thousand and Six Hundred and Five U.S. Dollars (US$10,530,605) (the “Purchase Price”). The “Effective Date” shall be the business day in New York and Israel immediately following the day on which Seller notifies Purchaser that it is ready to consummate the sale of the Purchased Shares for the Purchase Price, but in no event more than 21 days from the date hereof.
Sale of the Purchased Shares. On the Effective Date, Seller shall sell and transfer to Purchaser and Purchaser shall purchase from Seller the Purchased Shares, free and clear of any and all Encumbrances (as defined below), at a price per Purchased Share of Five U.S. Dollars (US$5) and an aggregate purchase price of Ten Million Five Hundred Thirty Thousand and Six Hundred and Five U.S. Dollars (US$10,530,605) (the “Purchase Price”). The “Effective Date” shall be the business day in New York and Israel immediately following the day on which Seller notifies Purchaser that it is ready to consummate the sale of the Purchased Shares for the Purchase Price, but in no event more than 21 days from the date hereof. For purposes of this Agreement "Encumbrances" shall mean: liens, pledges, security interests, easements, restrictive covenants, claims, charges, mortgages or other third party rights of any kind.
Sale of the Purchased Shares. Subject to the terms and conditions herein stated, Kenna Holdco agrees to sell, assign, transfer and deliver to the Purchaser on the Closing Date (as defined in Section 2.2), and the Purchaser agrees to purchase from Kenna Holdco on the Closing Date, the Purchased Shares.
