SALE OF THE SHARES AND CONSIDERATION Sample Clauses

SALE OF THE SHARES AND CONSIDERATION. 1.1 The Seller agrees to sell (or procure the sale of) the Shares and the Buyer agrees to purchase the Shares with effect from the close of business on . The Shares shall be sold free from all security interests, options, equities, claims or other third party rights (including, without limitation, rights of pre-emption) of any nature whatsoever, together with all rights attaching to them including, without limitation, the right to receive all dividends and other distributions declared, made or paid on or after .
Sample 1
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SALE OF THE SHARES AND CONSIDERATION. 1.1 The Vendor agrees to sell (or procure the sale of) the APB Shares and the Purchaser agrees to purchase the APB Shares with immediate effect from signing of this Agreement, on the terms that the same covenants shall be deemed to be given by the Vendor on Completion in relation to the APB Shares as are implied under Part I of the Law of Property (Miscellaneous Provisions) Act 0000 xxxre a disposition is expressed to be made with full title guarantee. The APB Shares shall be sold free from all security interests, options, equities, claims or other third party rights (including, without limitation, rights of pre-emption) of any nature whatsoever, together with all rights attaching to them including, without limitation, the right to receive all dividends and other distributions declared, made or paid on or after 31 December 2000.
Sample 1
SALE OF THE SHARES AND CONSIDERATION. 1.1 The Vendor, as beneficial owner, agrees to sell and transfer (or procure the sale and transfer of) the Shares and the Purchaser agrees to purchase the Shares. The beneficial interest in the Shares shall be sold free from all security interests, options, equities, claims or other third party rights (including rights of pre-emption) of any nature whatsoever, together with all rights attaching to them including, without limitation, the right to receive all dividends and other distributions declared, made or paid on or after the date of this Agreement.
Sample 1
SALE OF THE SHARES AND CONSIDERATION. 2.1 Subject to the terms and conditions of this Agreement, each of the Vendors hereby sells to the Purchaser and agrees to transfer to the Purchaser or a Nominated Purchaser the Shares set opposite its name in Part A of Schedule 2 and the Purchaser hereby purchases the relevant Shares from the relevant Vendors and agrees to accept or procure that a Nominated Purchaser accepts the transfer thereof from the Vendors on the Completion Date, free from all Encumbrances together with all accrued rights and benefits attached thereto.
Sample 1
SALE OF THE SHARES AND CONSIDERATION. 2.1 The Vendors agree to sell or cause to be sold, and the Purchaser agrees to purchase (or, in the case of Standard Aero Limited and Standard Aerospace (Nederland) B.V., shall cause the Canadian Purchaser to purchase) from the Vendors the Shares at Completion on the terms that the same shall be sold free from all Liens, together with all rights of the Vendors which now are, or at any time hereafter may become, attached to them to the extent that the Vendors are able to assign the same to the Purchaser (or, in the case of Standard Aero Limited and Standard Aerospace (Nederland) B.V., the Canadian Purchaser) (including, without limitation, the right to receive all dividends and other distributions declared, made or paid on or after the Completion Date free from all Liens) provided, however, that the Purchaser and the Canadian Purchaser shall have no recourse against the Vendors following Completion as a result of or for the imposition of any Liens on the Shares prior to the completion of the transactions contemplated by the DSAG Purchase Agreement (other than in respect of any Liens imposed by Meggitt).
Sample 1
SALE OF THE SHARES AND CONSIDERATION. 2.1 The Vendor hereby agrees to sell and transfer (or procure to be transferred) with full title guarantee and the Purchaser hereby agrees to purchase the Shares as at and with effect from Completion, free from all charges, liens, encumbrances, equities, claims or other third party rights (including, without limitation, rights of pre-emption) of any nature whatsoever, together with all rights which now are, or at any time hereafter may become, attached to them (including, without limitation, the right to receive all dividends and other distributions declared, made or paid on or after Completion).
Sample 1
SALE OF THE SHARES AND CONSIDERATION. 1.1 The Seller agrees to sell and the Purchaser agrees to purchase the Shares with effect from completion of the sale and purchase of the Shares (the Closing) as on the terms set out in this agreement and the Master Acquisition Agreement entered into between the Seller and the Purchaser on the date hereof. The Shares shall be sold free from all security interests, options, equities, claims or other third party rights of any nature whatsoever, together with all rights attaching to them.
Sample 1
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SALE OF THE SHARES AND CONSIDERATION. 2.1 Upon the terms and subject to the conditions of this Agreement, each of the Vendors agrees to sell, and the Purchaser agrees to purchase, the Shares set out opposite his, her or its name in column 7 of Schedule 1 (if the Vendor is a Manager) or columns 3, 4 and 5 of Schedule 2 (if the Vendor is an Investor) at Completion on the terms that the same shall be sold with a full title guarantee free from all Liens, together with all rights which now are, or at any time hereafter may become, attached to them (including, without limitation, the right to receive all dividends and other distributions declared, made or paid hereafter) free from all Liens.
Sample 1

Related to SALE OF THE SHARES AND CONSIDERATION

  • Purchase and Sale of the Shares and Warrants Subject to the terms and conditions of this Agreement, on the Closing Date, each of the Investors shall severally, and not jointly, purchase, and the Company shall sell and issue to the Investors, the Shares and Warrants in the respective amounts set forth opposite the Investors’ names on the signature pages attached hereto in exchange for the Purchase Price as specified in Section 3 below.

  • 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 of the Shares (a) The Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share of $[●] (the “Purchase Price”) from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto. In addition, the Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

  • Sale and Purchase of the Shares On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement:

  • Purchase and Sale of the Shares Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell to the Purchaser, and the Purchaser shall purchase from the Seller, the Shares.

  • Purchase and Sale of Preferred Shares and Warrants 1.1.1. On or prior to the Initial Closing, as hereinafter defined, the Company shall adopt and file the Certificate of Designation with the Secretary of State of the State of Delaware and authorize, execute and deliver the Warrant Agreement.

  • Purchase and Sale of Common Shares and Warrants (a)Purchase of Common Shares and Warrants. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly, shall purchase from the Company on the Closing Date (as defined below), the number of Common Shares as is set forth opposite such Buyer's name in column (4) on the Schedule of Buyers, along with the Warrants to acquire up to that number of Warrant Shares as is set forth opposite such Buyer's name in column (5) on the Schedule of Buyers (the “Closing”).

  • Delivery of the Shares at Closing The completion of the purchase and sale of the Shares (the “Closing”) shall occur (the “Closing Date”) on January 24, 2003, at the offices of the Company’s counsel. At the Closing, the Company shall deliver to the Investor one or more stock certificates representing the number of Shares set forth in Section 3 of the Stock Purchase Agreement, each such certificate to be registered in the name of the Investor or, if so indicated on the signature page of the Stock Purchase Agreement, in the name of a nominee designated by the Investor. The Company’s obligation to issue the Shares to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Shares being purchased hereunder as set forth in Section 3 of the Stock Purchase Agreement; (b) completion of the purchases and sales under the Agreements with the Other Investors; (c) the accuracy of the representations and warranties made by the Investors and the fulfillment of those undertakings of the Investors to be fulfilled prior to the Closing; and (d) the Closing Date shall have occurred by January 27, 2003. The Investor’s obligation to purchase the Shares shall be subject to the following conditions, any one or more of which may be waived by the Investor: (a) Investors shall have executed Agreements for the purchase of at least 2,045,453 Shares, (b) the representations and warranties of the Company set forth herein shall be true and correct as of the Closing Date in all material respects (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and (c) the Investor shall have received such documents as such Investor shall reasonably have requested, including, a standard opinion of the Company’s counsel as to the matters set forth in Section 4.2 and as to exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), of the sale of the Shares.

  • SALE AND PURCHASE OF THE SALE SHARES 2.1 On and subject to the provisions of this Agreement, at Completion the Seller shall sell, and the Purchaser shall purchase, the Sale Shares free and clear from all Encumbrances, together with all rights attaching to them as at Completion, including any right to receive dividends, distributions or any return of capital declared, made or paid with effect from Completion.

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