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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 1), Sellers shall sell, transfer and assign to Buyer, and Buyer shall purchase from Sellers, all of Sellers’ right, title and interest in and to the Shares. The aggregate purchase price for the Shares shall be $0.001 per Share, for a total purchase price of $6,000.00 (the “Purchase Price”).
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.
Share Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing (as defined in Section 1), Sellers shall sell, transfer and assign to Buyer, and Buyer shall purchase from Sellers, all of Sellers’ right, title and interest in and to the Shares. The purchase price for the Shares shall be an aggregate of Seven Thousand Seven Hundred U.S. Dollars ($7,700.00) (the “Purchase Price”),.
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”).
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; (b) The purchase price (the “Purchase Price”) for the Purchased Shares shall be paid and satisfied by the issuance and delivery at the Time of Closing of the Consideration Shares by Jet to the Stockholders in accordance with Schedule “A” hereto, and no other consideration. (c) The Stockholders acknowledge and agree with Jet that the Consideration Shares may be subject to resale restrictions under applicable Securities Laws (and shall bear a legend reflecting such restrictions) and the rules and polices of the TSXV and that the Consideration Shares will not be transferable if such Consideration Shares are subject to TSXV escrow requirements, until the escrowed Consideration Shares are released from escrow. (d) Jet does not assume and shall not be liable for any taxes under the Tax Act or any other taxes whatsoever which may be or become payable by the Stockholders including, without limiting the generality of the foregoing, any taxes resulting from or arising as a consequence of the sale by the Stockholders to Jet of the Purchased Shares, and the Stockholders shall indemnify and save harmless Jet from and against all such taxes. (e) The Transaction shall be closed (the “Closing”), at the offices Jet at the Closing Time on the Closing Date. (f) Any document, instrument or thing which is to be delivered by any Party hereto at the Closing shall be tabled at a pre-Closing at the place of Closing referred to above by the Party which is to deliver such document, instrument or thing, and any document, instrument or thing so tabled by a Party hereto shall be held in escrow by counsel for such Party until the Time of Closing and released from escrow at the Time of Closing provided all, documents, instruments and things which are to be delivered at the Closing are tabled in accordance with this section at the Closing. (g) Jet and the Stockholders acknowledge and agree that it is intended that the provisions of section 85.1 of the Income Tax Act (Canada) and any other similar provision of an applicable U.S. federal or state, or Canadian provincial tax law shall apply to the transfer of...
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.
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.
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.
Share Purchase and Sale 

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.

  • Purchase and Sale Closing (a) On the basis of the representations, warranties and agreements herein contained and subject to the terms and conditions herein set forth, the Company agrees to cause the Trustee to sell to the Underwriter, and the Underwriter agrees to purchase from the Trustee, at a purchase price of 100% of the face amount thereof, $193,440,000 of Class B Certificates. (b) Payment of the purchase price for, and delivery of, the Class B Certificates shall be made at the date, time and location or locations specified in Schedule I hereto, or at such other date, time or location or locations as shall be agreed upon by the Company and the Underwriter, or as shall otherwise be provided in Section 7 hereof (such date being herein called the “Closing Date” and such time being herein called the “Closing Time”). Payment shall be made to or upon the order of the Trustee by federal funds wire transfer or transfer of other immediately available funds against delivery to the account of the Underwriter at The Depository Trust Company (“DTC”). Such Class B Certificates shall be registered in the name of Cede & Co. or in such other names, and in such authorized denominations as the Underwriter may request in writing at least two full business days before the Closing Time. The certificates representing such Class B Certificates, which may be in temporary form, will be made available for examination and packaging by the Underwriter at the location or locations at which they are to be delivered at the Closing Time not later than 10:00 A.M. on the business day prior to the Closing Time. (c) The Company will pay to the Underwriter at the Closing Time for the account of the Underwriter any fee, commission or other compensation which is specified in Schedule I hereto. Such payment will be made by federal funds wire transfer or transfer of other immediately available funds.

  • 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 Shares Closing 2.01. Purchase and Sale of the Shares........................................................................... 10 2.02.

  • 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 2.1 Sale and Purchase of the Shares Subject to all of the terms and conditions hereof and in reliance on the representations and warranties set forth or referred to herein, at the Closing the Company agrees to sell to each Purchaser and each Purchaser hereby agrees to purchase, that number of Shares of Common Stock set forth opposite the name of such Purchaser on the signature pages attached hereto, at the respective purchase price (the "Purchase Price") set forth opposite the name of such Purchaser on the signature pages attached hereto. The price per share to be sold under this Agreement will be US$1.92. 2.2 Closing The closing of the purchase and sale of the Shares (the "Closing") will take place at the offices of Weil, Gotshal & Xxxxxx LLP, New York, New York on the Closing Date or at such other place as the parties hereto may agree upon. The Closing shall occur when (a) the Company shall have delivered to Weil, Gotshal & Xxxxxx LLP on behalf of the Purchasers share certificates representing the Shares to be issued to the Purchasers; and (b) each of the Purchasers has placed an amount equal to the Purchase Price set forth opposite the name of such Purchaser on the signature pages attached hereto, in an escrow account established by Weil, Gotshal & Xxxxxx LLP at Xxxxxx Guaranty Trust Company, 000 Xxxxxxx Xxxxxxxxxx, Newark, Delaware 19713-2107 ; ABA Number: 000-000-000; Account Name: Weil, Gotshal & Xxxxxx LLP Special Account; Account Number: 000-00-000; Reference: 65579/0041 (the "Escrow Account"). On the Closing Date, there shall be released to each Purchaser one or more certificates registered in the name of that Purchaser representing the number of shares of Common Stock purchased by it as set forth on the signature pages attached hereto, and all funds in the Escrow Account shall be released to the Company pursuant to the Company's instructions; provided that the amounts payable to Nomura in connection with the transactions contemplated hereby and the fees and expenses of counsel of the Purchasers as contemplated by Section 10.11 shall be deducted from such amount.

  • 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 In accordance with the terms and conditions of this agreement, Seller agrees to sell the Ownership Interests in the Asset to Purchaser, and Purchaser agrees to purchase the Ownership Interests in the Asset from Seller.

  • Purchase and Sale of Units The Purchaser hereby subscribes for and purchases from the Company, and the Company hereby issues and sells to the Purchaser, 25,000 units (the “Initial Units”) at a purchase price of approximately $.003478 per Initial Unit for an aggregate purchase price of $86.95. Each Initial Unit consists of one share of Common Stock and one warrant (an “Initial Warrant”) to purchase one additional share of Common Stock for $6.00 in accordance with the terms of the Warrant Agreement to be entered into by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, which shall be substantially in the form attached hereto as Exhibit A (the “Warrant Agreement”). The Initial Units, together with the underlying Common Stock and the Initial Warrants, are referred to herein as the “Securities.”

  • Purchase and Sale of Shares and Warrants Subject to the satisfaction (or waiver) of the conditions to Closing set forth in this Agreement and the Escrow Agreement, each Subscriber shall purchase the Shares and Warrants for the portion of the Purchase Price indicated on the signature page hereto, and the Company shall sell such Shares and Warrants to the Subscriber. The Purchase Price for the Shares and Warrants shall be paid in cash. The entire Purchase Price shall be allocated to the Shares.