Sale Purchase and Transfer. 2.1. In performance of the Share Purchase Agreement, Seller hereby sells and transfers the Second Tranche Subject Shares to Buyer, and Buyer hereby purchases and accepts the Second Tranche Subject Shares from Seller.
Sale Purchase and Transfer. In performance of the Purchase Agreement, Seller hereby sells and transfers the Shares to Purchaser, who hereby purchases and accepts the Shares.
Sale Purchase and Transfer. 2.1 The LP Limited Partnership Seller agrees to sell and transfer, and the LP Limited Partnership Purchaser agrees to purchase and accept, the LP Limited Partnership Interest free of any Encumbrance and together with all rights attaching to the LP Limited Partnership Interest at Completion.
2.2 The GP Limited Partnership Seller agrees to sell and transfer, and the GP Limited Partnership Purchaser agrees to purchase and accept, the GP Limited Partnership Interest free of any Encumbrance and together with all rights attaching to the GP Limited Partnership Interest at Completion.
2.3 At Completion the GP Limited Partnership Seller shall transfer to the GP Limited Partnership Purchaser for no further consideration, and the GP Limited Partnership Purchaser shall accept such transfer, of such right, title and interest in the LP Assets held at Completion by the GP Limited Partnership Seller as general partner for the risk and benefit of the Limited Partnership.
Sale Purchase and Transfer. 3.1. In performance of their respective obligations under [Section 3.03] [Section 3.04] of the Shareholders Agreement, Seller hereby sells and transfers the Subject Shares to Buyer, and Buyer hereby purchases and accepts the Subject Shares from Seller.
Sale Purchase and Transfer. 2.1 On and subject to the terms and conditions of this Agreement, the Seller hereby agrees to sell the Shares to the Purchaser, and the Purchaser hereby agrees to buy the Shares from the Seller, in exchange for the Consideration.
2.2 At Completion, the Seller will transfer (leveren) its Shares free of all Encumbrances and together with all rights and obligations attached to these Shares, and the Purchaser will accept (aanvaarden) the transfer of the Shares, in each case by executing the Deed of Transfer.
2.3 Subject to Completion occurring, the Transaction shall be economically effective as of the Signing Date, and consequently, subject to the other provisions of this Agreement, the economic benefit and burden of the Shares, the Company and the (business of the) JV Group shall be for the risk and account (rekening en risico) of the Purchaser as of the Signing Date, save for a claim under the Seller’s Warranties, Specific Indemnity or under the Tax Covenant.
Sale Purchase and Transfer. 2.1 Subject to the terms and conditions of this Agreement, the Seller hereby sells the Shares to the Purchaser, who hereby purchases the Shares under the irrevocable and unconditional obligation to pay the Purchase Price to the Seller as provided in this Agreement on a cash and debt free basis, except that as of the Effective Date and the Closing, the Company shall maintain no less than two (2) million Euros in cash, plus any increase in cash from the Effective Date through the Closing.
2.2 The Seller shall transfer the Shares to the Purchaser, free and clear from all Encumbrances or restriction on the ability of the Seller to sell and including all rights and benefits attached to the Shares (including rights to dividends, distributions or shares issued), in accordance with Article 5.
2.3 The Transaction shall be effective as of the Effective Date. All benefits and risks with regard to the Company and the Shares shall be transferred to the Purchaser as of the Effective Date.
Sale Purchase and Transfer. 2.1 Sale and purchase of the Securities
(a) Upon the terms and subject to the conditions of this Agreement, and subject to Clauses 2.4(b) and 5.5 below, each of the Sellers hereby sells the Securities listed opposite its or his or her name in Schedule 3 and 4 (which, for the avoidance of doubt, do not include the securities of the Company held by the Direct Investors Entity and the Private Investment Entity, except as provided herein) to the Buyer, and the Buyer hereby purchases such Securities from the Sellers, with effect on the Completion Date.
(b) The Buyer shall not be obliged to complete the purchase of any of the Securities unless the purchase of all of the Securities, or if Clause 5.5 applies, all of the Company Total Securities, is completed simultaneously in accordance with this Agreement, but completion of the purchase of some of the Securities (or the Company Total Securities, as the case may be) shall not affect the rights of the Buyer with respect to the purchase of the other Securities.
Sale Purchase and Transfer. Notwithstanding anything in the Partnership Agreement to the contrary, including without limitation, the provisions of Section 8.6 thereof, Transferors each do hereby agree to sell, assign, transfer, convey, grant and set over to Transferee, its successors and assigns, on the Effective Date at Closing (as such terms are hereinafter defined), all of their respective right, title and interest in, to and under the LP Interests, free and clear of any liens or encumbrances whatsoever, including, without limitation, (a) the right to receive all distributions to which such Transferor would be entitled, and (b) such Transferor's entire interest in the profits, losses, capital and assets of the Partnership.
Sale Purchase and Transfer. 2.1 Subject to the terms and conditions of this Agreement, each of the Sellers hereby sells to the Buyer the Shares set out opposite the Seller’s name in column 2 of Schedule 2.1. The Buyer hereby accepts the sale of such Shares. Irrespective of the amount of the Shares and irrespective of their nominal value the sale and transfer is understood to comprehend all existing shares in the Company.
2.2 Subject to the condition precedent of the full payment of the Closing Payment, the Sellers herewith assign to the Buyer the Shares sold pursuant to Clause 2.1, and the Buyer accepts such assignment. Clause 2.1 above shall apply mutatis mutandis.
2.3 All non-distributed annual profits (profits carried forward and profits of current fiscal year) which are to be attributed to the Shares shall be due to the Buyer.
2.4 The Sellers waive all rights of pre-emption over the Shares to which they may be entitled under the Articles of Association (Satzung) of the Company or otherwise in relation to the sale and purchase of the Shares pursuant to this Agreement.
2.5 Each Seller hereby gives his consent to the sale and transfer of the Shares required under the Articles of Association and pursuant to Section 1365 (1) of the German Civil Code in relation to the sale and purchase of the Shares.
2.6 The statement of consent of each spouse of the married Sellers to the sale and the transfer of the Shares in accordance with this Agreement pursuant to section 1365 (1) of the German Civil Code, a statement that the Seller 5 is not married and a statement of the Seller 3 that section 1365 (1) of the German Civil Code does not apply to him with respect to this transaction is contained in Schedule 2.6.
2.7 By written shareholders' resolution dated November 30, 2005, a copy of which is attached as Schedule 2.7, the shareholders' meeting of the Company granted its unanimous consent to the sale and transfer of the Shares under this Agreement as required by the articles of association of the Company.
2.8 The Sellers may only act jointly under this Agreement through their Sellers’ Joint Representative. This applies to all communication and negotiations under this agreement as well as to the exercise of all rights to be claimed or to be enforced against the Buyer.
Sale Purchase and Transfer
