SALE OF THE SALE SHARES. 2.1 Subject to the terms and conditions of this Agreement, the Vendors shall sell as legal and beneficial owners and the Purchaser, relying on the several Warranties, shall purchase the Sale Shares, free from all Encumbrances and together with all rights, dividends, entitlements and advantages now and hereafter attaching thereto.
2.2 The Purchaser shall not be obliged to complete the purchase of any of the Sale Shares unless the purchase of all the Sale Shares is completed simultaneously.
SALE OF THE SALE SHARES. The Seller hereby sells to the Purchaser which hereby purchases the Sale Shares as one indivisible transaction on the terms and conditions set out in this Agreement.
SALE OF THE SALE SHARES. 2.1 The Sellers shall sell to the Buyer and the Buyer (relying, as the Sellers acknowledge, on the warranties, undertakings, covenants and indemnities of the Sellers referred to or contained in the Agreed Documents) shall purchase from the Sellers the Sale Shares.
2.2 The Sellers warrant to the Buyer that:
2.2.1 the Sellers have the right to dispose of the Sale Shares on the terms set out in this agreement; and
2.2.2 the Sellers are the legal and beneficial owners of the Sale Shares set alongside their names in schedule 1 and such Sale Shares are free of any Encumbrances; and the transfers of the Sale Shares to the Buyer shall be deemed to include expressly and be made subject to all the above provisions of this clause 2.2.
2.3 Title to, beneficial ownership of, and any risk attaching to, the Sale Shares shall pass on Completion and the Sale Shares shall be sold and purchased together with all rights and benefits attached or accruing to them at Completion (including the right to receive any dividends, distributions or returns of capital declared, paid or made by the Company after Completion).
2.4 Each Seller waives and releases (to the extent entitled to do so) any Encumbrance created by the Articles of Association of the Company or otherwise over Sale Shares agreed to be sold by the other Sellers.
2.5 The Buyer shall not be obliged to complete the purchase of any of the Sale Shares unless the purchase of all the Sale Shares is completed simultaneously.
SALE OF THE SALE SHARES. 3.1 Subject to the Conditions being satisfied, TEG shall procure the sale by Energy Holdings (No.
SALE OF THE SALE SHARES. 2.1 Each Seller agrees to sell with full title guarantee and free from encumbrances and the Buyer agrees to buy, the Sale Shares set opposite such Seller's name in column (2) of Schedule 1 on the terms of this Agreement.
2.2 Each Seller covenants that the Sale Shares set opposite such Seller's name in column (2) of Schedule 1 are fully paid up (or credited as fully paid up) and the Sellers covenant that the Sale Shares constitute the entire issued share capital of the Company.
2.3 Until such time as the Buyer is registered as the holder of the Sale Shares in the statutory registers of the Company, each Seller shall hold their respective Sale Shares (and all dividends and all rights in respect of or arising out of the Sale Shares) in trust for the Buyer, and shall only deal with the Sale Shares and all such dividends and other rights as expressly directed by the Buyer.
SALE OF THE SALE SHARES. The Seller shall sell the Sale Shares with full title guarantee and the Buyer shall buy the Sale Shares with effect from the date of this Agreement, free from all encumbrances and together with all rights and benefits attaching or accruing to the Sale Shares on or after the date of this Agreement.
SALE OF THE SALE SHARES. Subject to the terms of this Deed, the Vendor shall sell as beneficial owner the Sale Shares and the Purchaser shall purchase such Shares free from all liens, charges and encumbrances and together with all rights now or hereafter attaching thereto (including all rights to any dividend or other distribution declared, made or paid on or after the date of this Deed).
SALE OF THE SALE SHARES. 2.1 Each Seller and the Optionholder severally agrees to sell, with full title guarantee and free from all encumbrances, and the Buyer agrees to buy the Sale Shares as set opposite the Sellers' and Optionholder's respective names in Schedule 1 (Details of the Sellers and Optionholder), together with all rights attached or accruing to them at the Completion Date.
2.2 Each Seller and the Optionholder severally irrevocably waives (and the Sellers and Optionholder shall procure the irrevocable waiver by any other person of) all restrictions on transfer (including all rights of pre-emption) in relation to the Sale Shares, whether under the articles of association of the Company or otherwise.
2.3 Each Seller and the Optionholder severally shall, with effect from Completion and as long as he remains the registered holder of any of his Sale Shares, hold the relevant Sale Shares and all rights attaching to them in trust for the Buyer and its successors in title and exercise all rights attaching to those shares as directed by the Buyer or its successors in title.
2.4 Each Seller and the Optionholder severally appoints (with effect from Completion) the Buyer as his lawful attorney (with power to delegate) to act in his name and on his behalf in exercising all voting and other rights attaching to the Sale Shares registered in his name. This power of attorney is given by way of security for the obligations of the relevant Seller and Optionholder as bare nominee of the Sale Shares registered in his name and shall be irrevocable in accordance with section 4 of the Powers of Xxxxxxxx Xxx 0000.
SALE OF THE SALE SHARES. 3.1 The Vendor shall sell to the Purchaser and the Purchaser shall relying on the Warranties and other obligations of the Vendor and the Vendor Guarantor hereunder, purchase from the Vendor the Sale Shares.
3.2 The Vendor shall sell and transfer the Sale Shares with full title guarantee and free of all Encumbrances (known or unknown).
3.3 Title to, beneficial ownership of, and any risk attaching to, the Sale Shares shall pass on Completion, and the Sale Shares shall be sold and purchased together with all rights and benefits attached or accruing to them at Completion (including the right to receive all dividends, distributions or any return of capital declared, paid or made on or after Completion).
3.4 The Purchaser shall not be obliged to complete the purchase of any of the Sale Shares unless the purchase of all the Sale Shares is completed simultaneously.
4.1 The consideration for the sale of the Sale Shares shall be:
(a) the payment in cash on Completion by the Purchaser to the Vendor of the amount of(pound)21,500,000 less the amount of the On Demand Marshalls Indebtedness; and
(b) the execution by the Purchaser and the Purchaser Guarantor of the IXnet Note and the payment of such amounts as may become due thereunder.
4.2 [DELETED] 5 COMPLETION ----------
5.1 Completion shall take place at the offices of the Vendor's Solicitors or at such other place as the parties may agree at or before 12 noon on the Completion Date when all (but not part only unless the parties shall so agree) of the following business shall be transacted:
(a) The Vendor shall deliver to the Purchaser:
(i) transfers in respect of the Sale Shares duly executed and completed in favour of the Purchaser or as it may direct or have directed, together with the certificates therefor;
(ii) duly executed transfers (in favour of such person or persons as the Purchaser may direct or have directed) of all shares or other interests in the Subsidiaries not registered in the name of the Company or any other Group Company, together with the certificates of all shares in the Subsidiaries;
(iii) a deed of release in the agreed form in favour of the Company from BTM (Europe) Limited in relation to a Deed of Charge and a Guarantee entered into by the Company on 15 December 1993 in relation to loan facilities made available to the Marshalls Group;
(iv) deeds of release in the agreed form (with such changes as may be required to reflect local jurisdictional legal requirements) in favour of Saturn Global N...
SALE OF THE SALE SHARES. 4.1 The seller sells to the purchaser which purchases the sale shares for the purchase price payable in the manner referred to in clause 5.
4.2 The sale shares are sold with effect on and as from the closing date, from which date all risk in and benefits (including beneficial ownership) attaching to them shall pass to the purchaser.
4.3 The purchaser shall on the signature date furnish the seller with details of its CSDP and the security account into which it requires the sale shares to be transferred. The purchaser shall not change such CSDP without the prior written approval of Anglo, which approval shall not be unreasonably withheld or delayed.
