Share Purchase and Sale Sample Clauses

Share Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing (as defined in Section 2), Seller shall sell, transfer and assign to Buyer, and Buyer shall purchase from Seller, all of Sellers’ right, title and interest in and to the Shares. The aggregate purchase price for the Shares shall be $1.00 per Share, for a total purchase price of Twenty Thousand US Dollars ($20,000.00) (the “Purchase Price”). See Annex B for Purchase Price Summary details.
Sample 1
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Share Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing (as defined in Section 1), Seller shall sell, transfer and assign to Buyer, and Buyer shall purchase from Seller, all of Sellers’ right, title and interest in and to the Shares. The purchase price shall be Seven Thousand Seven Hundred U.S. Dollars ($7,700.00) (the “Purchase Price”) and payable by the assumption by Buyer of Seller’s obligations under the Notes.
Sample 1
Share Purchase and Sale. On and subject to the terms and conditions set forth in Section 2.4 and elsewhere in this Agreement, on the Closing Date, Merck shall sell, assign and transfer to Buyer, and Buyer shall acquire and purchase, all of Merck’s right, title and interest in and to the Inspire Stock. 2.2
Sample 1
Share Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing (as defined in Section 1), Seller shall sell, transfer and assign to Buyers, and Buyers shall purchase from Seller, all of Seller’ right, title and interest in and to the Shares in consideration for an aggregate of One U.S. Dollar ($1.00) the receipt and sufficiency of which is hereby acknowledged (the “Purchase Price”) (See Annex A) and the Company shall execute the debt assignment and assumption agreement, a copy of which is attached hereto as Annex C, pursuant to which the Company shall assume the Indebtedness from the Subsidiary (the “Debt Assumption Agreement,” and together with this Agreement, the “Transaction Documents”).
Sample 1
Share Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing (as defined in Section 1 ), Seller shall sell, transfer and assign to Buyer, and Buyer shall purchase from Seller, all of Seller’ right, title and interest in and to the Shares. The purchase price for the Shares and Indebtedness shall be an aggregate of Fifty Thousand U.S. Dollars ($50,000.00) (the “Purchase Price”), of which $40,000.00 shall be allocated to the Shares and $10,000.00 shall be allocated to the Indebtedness.
Sample 1
Share Purchase and Sale. (a) Subject to the terms and conditions hereof the Stockholders shall transfer to Jet, and Jet shall accept from the Stockholders, the Purchased Shares held by the Stockholders and the Stockholders shall deliver to Jet certificates representing the Purchased Shares, duly endorsed in blank for transfer, registered in the name of Jet or duly executed powers of attorney in respect thereof;
Sample 1
Share Purchase and Sale. Upon execution of this Agreement, the Purchasers hereby irrevocably agree to purchase Three Million (3,000,000) shares of common stock of SBFS (the “Shares”) owned of record by the Seller, and the Seller hereby irrevocably agrees to sell and convey to the Purchasers all of the Shares, all subject to and in accordance with the terms and conditions herein contained.
Sample 1
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Share Purchase and Sale. Seller agrees to sell to Buyer, and Buyer agrees to buy from Seller, 8,000,000 Shares (the “Purchased Shares”) at a price per Share equal to $21.82, less the arrangement fee of $0.11, for a total cash payment equal to $173,680,000.00 (the “Aggregate Purchase Price”). Closing of the Purchase shall take place on December 21, 2010 (the “Closing Date”) simultaneously with a sale of 22,781,000 Shares (the “Redemption”) by Seller to The NASDAQ OMX Group, Inc. (“NASDAQ”) in accordance with the Closing Agreement dated December 16, 2010 by and among HSBC (“HSBC”), Buyer, Seller, Nomura Securities International, Inc., Borse Dubai Nasdaq Share Trust and NASDAQ (the “Closing Agreement”). Both parties acknowledge that the sale of the Purchased Shares and the Redemption are being entered into in contemplation of each other as part of a single plan of disposal.
Sample 1
Share Purchase and Sale 
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Related to Share Purchase and Sale

  • Purchase and Sale Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto the principal amount of the Securities set forth opposite such Underwriter’s name in Schedule II hereto.

  • The Purchase and Sale On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Purchaser shall purchase, acquire and accept from the Seller, and the Seller shall sell, transfer, assign and deliver to the Purchaser, the Company Interests, free and clear of all Liens (other than Liens created by Parent or Purchaser).

  • Purchase and Sale Closing 19 Section 2.1 Purchase and Sale of Acquired Assets 19 Section 2.2 Excluded Assets 20 Section 2.3 Assumption of Assumed Liabilities 22 Section 2.4 Excluded Liabilities 23 Section 2.5 Purchase Price 25 Section 2.6 Certain Adjustments to Base Purchase Price 25 Section 2.7 Proration 28 Section 2.8 Allocation of Purchase Price 30 Section 2.9 Closing 30 Section 2.10 Deliveries by Seller at Closing 30 Section 2.11 Deliveries by Buyer at Closing 32 Section 2.12 Guaranties 34 ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER 34 Section 3.1 Organization and Existence 34 Section 3.2 Authority and Enforceability 34 Section 3.3 No Conflicts; Consents and Approvals 34 Section 3.4 Legal Proceedings 35 Section 3.5 Compliance with Laws; Permits 35 Section 3.6 Title to Acquired Assets 36 Section 3.7 Assets Used in Operation of the Facilities 36 Section 3.8 Material Contracts 37 Section 3.9 Insurance 39 Section 3.10 Taxes 39 Section 3.11 Environmental Matters 39 Section 3.12 Employment and Labor Matters 40 Section 3.13 Employee Benefit Plans 42 Section 3.14 Condemnation 42 Section 3.15 Financial Information 42 Section 3.16 Absence of Certain Changes 43 Section 3.17 Real Property 43 Section 3.18 Regulatory Status 44 Section 3.19 Brokers 44 Section 3.20 Complete Copies 44 Section 3.21 Capacity Markets; Winter Reliability Program 44 Section 3.22 Exclusive Representations and Warranties 45

  • Purchase and Sale of Purchased Shares At the Closing and on the terms and subject to the conditions set forth in this Agreement, Sellers shall sell and deliver to Purchaser, and Purchaser shall purchase from Sellers and pay therefor, the Purchased Shares, free and clear of any and all Encumbrances and in suitable form for transfer to Purchaser.

  • Purchase and Sale of the Purchased Shares On and subject to the terms and conditions set forth in this agreement, at Closing Seller shall sell to Purchaser, and Purchaser shall purchase from Seller, the Purchased Shares, free and clear of all Liens.

  • Purchase and Sale of Shares Closing Subject to the terms and conditions of this Agreement, the Company agrees to sell to Purchaser at the Closing, and Purchaser agrees to purchase from the Company at the Closing, 10,000,000 shares of Common Stock (the “Shares”), at a price per share of $6.00 (the “Purchase Price”). Subject to the satisfaction or waiver of the covenants and conditions set forth in Sections 2.3 and 2.4, the Closing shall occur on the date hereof at the offices of Xxxxxxxx & Xxxxxxxx or such other location as the parties shall mutually agree.

  • Purchase Price; Purchase and Sale The purchase price for the Mortgage Loans shall be payable by the Company to the Seller on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (ii) in immediately available Federal funds wired to such bank as may be designated by the Seller. Upon payment of the purchase price by the Company, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off Date, including all interest and principal due on the Mortgage Loans after the Cut-Off Date (including scheduled payments of principal and interest due after the Cut-Off Date but received by the Seller on or before the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), together with all of the Seller’s right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance policies together with all rights with respect to the related Mortgage Loans, and only with respect to the Mortgage Loans, under each of the Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements). The Company hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer all documents, instruments and agreements required to be delivered by the Company to the Master Servicer under the Pooling and Servicing Agreement and such other documents, instruments and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

  • Purchase and Sale; Purchase Price (a) Subject to the terms and conditions set forth herein, the Company shall issue and sell and the Purchaser shall purchase an aggregate principal amount of One Million Dollars ($1,000,000) (the "Purchase Price") of the Debentures, of which Five Hundred Thousand Five Hundred Dollars ($500,000) shall be attributable to the Debenture A and Five Hundred Thousand Dollars ($500,000) shall be attributable to the Debenture B. The Debentures shall have the respective rights, preferences and privileges as set forth in the respective Debentures annexed as EXHIBIT A-1 and EXHIBIT A-2.

  • Purchase and Sale of the Units At the Closing, upon the terms and subject to the conditions set forth in this Agreement, the Seller shall sell, assign, transfer, deliver and convey to the Buyer, free and clear of any Liens, and the Buyer shall purchase, accept and acquire from the Seller, the Units.

  • Agreement of Purchase and Sale Subject to the terms and conditions hereinafter set forth, Seller agrees to sell and convey and Purchaser agrees to purchase the following:

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