Share Sale. On the terms set out in this Agreement, the Vendor shall sell, or procure the sale of, and the Purchaser shall purchase, or procure the purchase by the relevant Designated Purchaser of, the full legal and beneficial interest in the Shares as at and with effect from Completion. The Shares shall be sold free from all liens, charges, equities, encumbrances and other rights exercisable by third parties and together with all rights attached or accruing to them at Completion.
Share Sale. If the Initial Shareholder seeks to sell its Class A Shares other than pursuant to a registration statement (a “Share Sale”), the Company shall cooperate with and provide all assistance reasonably requested by the Initial Shareholder in connection with such Share Sale, including:
(a) hiring legal counsel, regulatory counsel, accountants and other advisors selected by the Company and reasonably acceptable to the Initial Shareholder to act on behalf of the Company in connection with a Share Sale;
(b) cooperating with any prospective purchaser, and any investment bank engaged by any prospective purchaser, in the evaluation of the Share Sale;
(c) facilitating the due diligence process in respect of any Share Sale including (i) establishing and maintaining an online “data room,” (ii) providing access to the Company’s books and records and any other information and copies of documents reasonably requested by any prospective purchaser pursuant to customary confidentiality agreements and (iii) making members of senior management available to meet with any prospective purchaser as reasonably requested by such prospective purchaser;
(d) providing any financial statements, including financial statements audited or reviewed by the Company’s auditors, or other financial information reasonably requested by the Initial Shareholder, any prospective purchaser or such prospective purchaser’s financing sources;
(e) following the decision by the Board to abandon the exploration of any sales process for the entire Company, (i) providing the Initial Shareholder, upon request, with the names and contact information for each prospective purchaser in connection with such sale process and otherwise reasonably cooperating with the Initial Shareholder to facilitate communications with any such prospective purchaser, and (ii) for the avoidance of doubt, providing any such prospective purchaser with all information the Company is otherwise required to provide pursuant to Section 5.1(c) and Section 5.1(d);
(f) providing customary representations, warranties, covenants, agreements, indemnities, holdbacks and escrow arrangements relating to the Share Sale, as applicable;
(g) filing any required applications, reports, returns and other documents or instruments with any Governmental Entity;
(h) executing, acknowledging and delivering any required certificates, agreements, consents, assignments, waivers and other documents or instruments; and
(i) using reasonable best efforts to obtain any r...
Share Sale. 2.1 Upon the terms and subject to the conditions of this Agreement, GLAM II shall sell and transfer to SFH, and SFH shall purchase, the Sale Shares free and clear of all Encumbrances.
2.2 Subject to the other terms and conditions of this Agreement, in consideration for the Sale Shares SFH shall, at Closing, deliver and transfer to GLAM II the SFH ADS free and clear of all Encumbrances.
Share Sale. (a) Promptly after satisfaction of the conditions set forth in Section 8.1(c), Moon Bidco and Comet Newco will enter into a share sale and purchase agreement, substantially in the form as attached to this Agreement as Exhibit C (the “Share Sale Agreement”), whereby Comet Newco will sell and agree to transfer, immediately following the Merger Effective Time, all issued and outstanding shares in the capital of Comet Newco Sub to Moon Bidco or its designated nominee (the “Share Sale”) on the conditions set out in the Share Sale Agreement with the consideration for such Share Sale being a note that, other than to the extent any portion of such note is distributed to Moon Bidco or another beneficial owner of shares of Comet Newco Sub that is a controlled Affiliate of Moon, is mandatorily exchangeable into shares of Moon Common Stock, the form of which is set forth on Exhibit D (the “Exchangeable Note”) on the conditions set out in the Share Sale Agreement; and
(b) Immediately after the Merger Effective Time, but in any event on the Closing Date, Moon Bidco (or its nominee designated in accordance with the Share Sale Agreement), Comet Newco and Comet Newco Sub will enter into a notarial deed of transfer of shares, substantially in the form as attached to this Agreement as Exhibit E (the “Share Sale Deed of Transfer”) pursuant to which all issued and outstanding shares in the capital of Comet Newco Sub will be transferred by Comet Newco to Moon Bidco or its nominee designated in accordance with the Share Sale Agreement at and as of such time and such transfer will be acknowledged by Comet Newco Sub, in accordance with the Share Sale Agreement and Moon Bidco will issue the Exchangeable Note to Comet Newco; provided, however, that Moon shall have fulfilled its obligation under Section 2.6 to deposit with the Exchange Agent shares of Moon Common Stock that are deliverable in respect of shares of Comet Newco stock entitled to receive such shares in the Liquidation Distribution prior to transfer of the issued and outstanding shares in the capital of Comet Newco Sub to Moon Bidco or its nominee designated in accordance with the Share Sale Agreement. The time of such execution and acknowledgment, the “Share Sale Effective Time.”
Share Sale. 3.2.1 If a Share Sale is initiated, the Instrumentholders are entitled (“Tag-Along”) and, upon and in accordance with the Majority Owner’s request, obligated (“Drag-Along”) to transfer Instruments in the Company pro rata (as determined by the Majority Owner) with the Majority Owner to any purchaser designated by the Majority Owner.
3.2.2 The Majority Owner shall notify the Representative of a Share Sale at least 10 Business Days prior to the date on which such Share Sale is estimated by the Majority Owner to close and shall in such notice state if the Majority Owner wishes to exercise its Drag-Along right. If the Drag-Along right is not exercised and an Instrumentholder wishes to exercise its corresponding Tag-Along right, such Instrumentholder shall irrevocably and unconditionally commit thereto by submitting a notice to such effect to the Majority Owner within 10 Business Days after receipt of the notice from the Majority Owner. In the absence of such notice by an Instrumentholder, such Instrumentholder is deemed to have waived its Tag-Along right in respect of such Share Sale.
3.2.3 If the Drag-Along right or Tag-Along right is exercised in relation to, or by, an Instrumentholder, the Majority Owner shall, unless otherwise set out in this Agreement, ensure that such Instrumentholder is allowed to sell Instruments in the Company on corresponding financial terms and conditions per Instrument of the same kind and class (and otherwise on in all material respects corresponding terms and conditions) as the Majority Owner, save that:
(a) if and as determined by the Majority Owner, the Instrumentholders shall give operational and business warranties relating to the operations of the Group to the extent such warranties are covered by a W&I insurance policy (irrespective of whether the Majority Owner gives any such warranties);
(b) any non-compete or non-solicitation undertaking in the sale and purchase agreement may apply to some or all Managers only, and thus not necessarily to the Majority Owner (in which case such undertaking that only applies to some or all Managers (and not the Majority Owner) shall, in all material respects, correspond to the undertakings in Section 4.2);
(c) the Majority Owner may determine that Instrumentholders shall sell Instruments in the Company against consideration in cash; and
(d) the extent of any obligations or restrictions pursuant to Section 3.2.4 may be greater in respect of some or all Managers than any such obli...
Share Sale. At any time, a party may arrange for the Property Manager to list and arrange a sale of only their interest in the PHC. The Property Manager may charge a fee for this service. Default
Share Sale. 2.1. The vendor with full title guarantee hereby agrees to transfer the Gridloc shares to the purchaser and the purchaser hereby agrees to accept the Gridloc shares from the vendor free of all options liens charges and encumbrances and together with all rights now or hereafter attaching thereto with effect from the date of this agreement
2.2. The vendor hereby waives any pre-emption rights he may have in relation to any of the Gridloc shares under the articles of association of the company or otherwise
2.3. The purchase price is:-
2.3.1 the allotment and delivery to the vendor of the Auto-Q shares encumbrance free and credited as fully paid and
2.3.2 the sum of L10,000 pounds sterling per month payable to the vendor or as the vendor shall direct on the first business day of each consecutive month for a period of ten months commencing on 1 August 2001
Share Sale. Subject to the terms and conditions set forth herein, at the Closing, the Sellers shall sell to the Holdco Acquiror, and the Holdco Acquiror shall purchase from the Sellers, the Shares, in each case on a pro rata basis in accordance with each Seller’s ownership of the Company as specifically set forth in Section 3.03(a), for the consideration specified in Section 2.02.
Share Sale. Pursuant to the terms and conditions of this Agreement, at the Shares Closing (as defined below), the Company shall issue and sell to Buyer a number of shares of Common Stock equal to (i) $200,000 (the “Shares Purchase Price”) divided by (ii) the value per share of Common Stock as determined based on a valuation of the Company of $30,000,000 and the number of issued and outstanding shares of Common Stock as of the Shares Closing (the “Shares”). By way of example and not limitation, in the event that as of the Shares Closing, there are 75,000,000 shares of Common Stock issued and outstanding, Buyer will acquire 500,000 shares of Common Stock ($200,000 divided by $0.40), at a purchase price of $0.40 per share of Common Stock.
Share Sale. On a Share Sale, the Shareholders must procure that the consideration for the sale is shared amongst the Shareholders in the same manner that Surplus Assets are applied as set out in clause 8 and on the following basis:
