Sale of the Transferred Equity Interests Sample Clauses

Sale of the Transferred Equity Interests. Subject to Section 6.09, pursuant to the terms and subject to the conditions set forth in this Agreement, at the Closing, the Selling Subsidiary shall, and Seller shall cause the Selling Subsidiary to, sell, convey, assign and transfer to Buyer, and Buyer shall purchase, acquire and accept, the Transferred Equity Interests, free and clear of all Liens (other than restrictions under applicable federal and state securities Laws).
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Sale of the Transferred Equity Interests. (a) Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, the Seller shall, and shall cause the other Transferors to, sell, transfer and deliver to the Purchaser or its designees, and the Purchaser or its designees shall purchase and accept from the Transferors, the Transferred Equity Interests free and clear of all Liens for an aggregate purchase price (the “Purchase Price”) determined as follows: (x) $692.5 million in cash plus (y) $98 million in an amount of the Seller’s Variable Rate Toggle Senior Subordinated Notes Due 2013, taking into account principal amount (including any increase in principal amount pursuant to the terms of such notes since the issue date thereof) and accrued and unpaid interest thereon as of the close of business on the Closing Date plus (z) $124.5 million in an amount of the Seller’s Senior Subordinated Notes due February 1, 2015 with interest payable semiannually at 7.375% (such Variable Rate Notes and Senior Subordinated Notes are collectively referred to as the “Notes”), taking into account principal and accrued and unpaid interest thereon as of the close of business on the date immediately preceding the Closing Date; provided, that such amounts of cash and Notes shall be (i) increased by the Working Capital Overage, if any, (ii) decreased by the Working Capital Underage, if any, (iii) decreased by the Final Assumed Indebtedness Amount, if any, (iv) decreased by any Transaction Expenses of the Transferred Entities not paid prior to Closing or accrued and included in the “total A/P” of the Transferred Entities in Closing Working Capital, and (v) decreased by the EBITDA Price Adjustment, if any ((i),(ii),(iii), (iv) and (v) being collectively referred to as the “Closing Adjustments”); provided, however, that this provision shall exclude the amounts of any accrued and unpaid interest as of the close of business on the Closing Date on the Notes provided for in subsections (y) and (z), but such exclusion shall apply if and only to the extent that (I) the record date in respect of the payment of such accrued and unpaid interest occurs on or prior to the Closing Date and (II) the holder of the applicable Notes on such record date (excluding the Seller or any of its Subsidiaries in the event that the record date and the Closing Date occur on the same day) will receive payment in cash in respect of such accrued and unpaid interest on the applicable payment date therefor notwithstanding the transfer...
Sample 1
Sale of the Transferred Equity Interests. Pursuant to the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, convey, assign and transfer to Buyer, and Buyer shall purchase, acquire and accept, the Transferred Equity Interests owned by Seller, free and clear of all Liens other than Liens created or imposed by Buyer and its Affiliates or transfer restrictions arising under securities laws. Accordingly, Seller shall deliver at the Closing a membership interest certificate representing the Transferred Equity Interests, together with a membership interest transfer power endorsed in blank.
Sample 1
Sale of the Transferred Equity Interests. Pursuant to the terms and subject to the conditions set forth in this Agreement, at the Closing, (a) U.S. Seller shall sell, convey, assign and transfer to Buyer, and Buyer shall purchase, acquire and accept, the Transferred Equity Interests in respect of the U.S. Transferred Company and (b) UK Seller shall sell, convey, assign and transfer to Buyer, and Buyer shall purchase, acquire and accept, the Transferred Equity Interests in respect of the UK Transferred Company, in each case, free and clear of all Liens and, in the case of the Transferred Equity Interests in respect of the UK Transferred Company, with Full Title Guarantee and with all rights and benefits attached or accruing to such Transferred Equity Interests as at Closing (including all rights to receive distributions and dividends declared, paid or made in respect of such Transferred Equity Interests on and after Closing). Accordingly, (i) U.S. Seller shall deliver at the Closing a duly executed assignment of the Transferred Equity Interests in respect of the U.S. Transferred Company and duly executed transfer forms duly endorsed in blank and (ii) UK Seller shall deliver at the Closing share certificates and duly executed stock transfer forms representing the Transferred Equity Interests in respect of the UK Transferred Company. Each Seller hereby unconditionally and irrevocably waives all rights of pre-emption and any other rights or restrictions over the Transferred Equity Interests held by it which are conferred by the articles of association, by-laws or other constitutional documents of the U.S. Transferred Company or UK Transferred Company or in any other way.
Sample 1

Related to Sale of the Transferred Equity Interests

  • Purchase and Sale of Equity Interest 1.1 Grant Rights Approved by Party C, Party B (the “Transferor”) hereby exclusively and irrevocably grants to Party A or any designated person (“Designated Persons”) an option to purchase, at any time according to steps determined by Party A, and at the price specified in Section 1.3 of this Agreement, from the Transferor a portion or all of the equity interests held by Party B in Party C (the “Option”). No Option shall be granted to any third party other than Party A and/or the Designated Persons. The “person” set forth in this Agreement means any individual person, corporation, joint venture, partnership, enterprise, trust or non-corporation organization.

  • Pledged Equity Interests, Investment Related Property (a) it is the record and beneficial owner of the Pledged Equity Interests free of all Liens, rights or claims of other Persons and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity Interests;

  • Purchase and Sale of Acquired Assets At the Closing and subject to the terms and conditions of this Agreement, Seller shall sell, transfer, assign, convey and deliver to Buyer, free and clear of all Encumbrances, other than Permitted Encumbrances, and Buyer shall purchase, acquire, take assignment and delivery from Seller, of all of the right, title and interest of Seller in and to the Acquired Assets, as specified below.

  • Transfer of Acquired Assets At the Closing, Seller is transferring and shall transfer to Buyer, and the Transaction Agreements are effective to vest in Buyer, good, valid and indefeasible or marketable, fee simple or leasehold, as applicable, title to the Acquired Assets, free and clear of all Liens, other than Permitted Liens.

  • Pledged Equity Interests Set forth on Schedule 5.21(f), as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Section 6.02, is a list of (i) all Pledged Equity and (ii) all other Equity Interests required to be pledged to the Administrative Agent pursuant to the Collateral Documents (in each case, detailing the Grantor (as defined in the Security Agreement), the Person whose Equity Interests are pledged, the number of shares of each class of Equity Interests, the certificate number and percentage ownership of outstanding shares of each class of Equity Interests and the class or nature of such Equity Interests (i.e. voting, non-voting, preferred, etc.).

  • Purchase and Sale of the Mortgage Loans and Related Rights (a) Upon satisfaction of the conditions set forth in Section 10 hereof, the Mortgage Loan Seller agrees to sell, and the Purchaser agrees to purchase Mortgage Loans having an aggregate outstanding principal balance as of the Cut-off Date equal to the Cut-off Date Balance.

  • Purchase and Sale of the Purchased Assets 2 Section 2.1 Assets of Seller to be Transferred to Buyer 2 Section 2.2 Excluded Assets 3 ARTICLE III PURCHASE PRICE FOR THE PURCHASED ASSETS 4 Section 3.1 Purchase Price 4 Section 3.2 Closing Payments 4 Section 3.3 Post-Closing Payments. 4 Section 3.4 Pre-Closing Statement; Post-Closing Purchase Price Adjustment. 5 Section 3.5 Covenants Regarding Stock Consideration. 7 Section 3.6 Allocation of Purchase Price 8 Section 3.7 Withholding 8 Section 3.8 Electronic Transfer of Certain Assets 8 Section 3.9 Employee and Independent Contractor Matters 9 Section 3.10 Inability to Assign Assigned Contracts. 10 Section 3.11 Payments to Members 10 Section 3.12 Paying Agent 11

  • Sale and Purchase of Equity Interest 1.1 授予权利 Option Granted 鉴于甲方向乙方支付了人民币10元作为对价，且乙方确认收到并认为该对价足够，乙方在此不可撤销地授予甲方在中国法律允许的前提下，按照甲方自行决定的行使步骤，并按照本合同第1.3条所述的价格，随时一次或多次从乙方购买或指定一人或多人（“被指定人”）从乙方购买其现在和将来所持有的丙方的全部和/或部分股权（无论乙方出资额或持股比例将来是否发生变化）的一项不可撤销的专有权（“股权购买权”）。除甲方和被指定人外，任何第三人均不得享有乙方股权的购买权或其他与乙方股权有关的权利。丙方特此同意乙方向甲方授予股权购买权。本款及本合同所规定的“人”指个人、公司、合营企业、合伙、企业、信托或任何其他经济组织。 In consideration of the payment of RMB10.00 by Party A, the receipt and adequacy of which is hereby acknowledged by Party B, Party B hereby irrevocably grants Party A an irrevocable and exclusive right to purchase, or designate one or more persons (each, a “Designee”) to purchase the equity interests in Party C now or then held by Party B (regardless whether Party B’s capital contribution and/or percentage of shareholding is changed or not in the future) once or at multiple times at any time in part or in whole at Party A's sole and absolute discretion to the extent permitted by Chinese laws and at the price described in Section 1.3 herein (such right being the “Equity Interest Purchase Option”). Except for Party A and the Designee(s), no other person shall be entitled to the Equity Interest Purchase Option or other rights with respect to the equity interests of Party B. Party C hereby agrees to the grant by Party B of the Equity Interest Purchase Option to Party A. The term “person” as used herein shall refer to individuals, corporations, partnerships, partners, enterprises, trusts or any other type of economic entity.

  • Equity Interests and Ownership The Equity Interests of each of Borrower and its Subsidiaries have been duly authorized and validly issued and are fully paid and non-assessable. Except as set forth on Schedule 4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Borrower or any of its Subsidiaries is a party requiring, and there is no membership interest or other Equity Interests of Borrower or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Borrower or any of its Subsidiaries of any additional membership interests or other Equity Interests of Borrower or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase a membership interest or other Equity Interests of Borrower or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Borrower and each of its Subsidiaries as of the Third Restatement Date.

  • Purchase and Sale of the Interests Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell, assign, transfer, convey and deliver, free and clear of all Encumbrances (other than restrictions on transfer of securities imposed by applicable state and federal securities laws) to the Purchaser, the Interests, and the Purchaser shall purchase the Interests.

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