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).
The Purchase and Sale. Subject to the terms and conditions hereinafter set forth, at the respective closings of the transactions contemplated hereby, the Seller shall sell, convey and transfer the portion of the Seller's Shares set forth in Section 3 hereof, and deliver to Baltek certificates representing such shares, and Baltek shall purchase from Seller such portion of the Seller's Shares in consideration of the purchase price set forth in Section 4 herein below. The certificates representing Baltek's Common Stock shall be duly endorsed for transfer or accompanied by appropriate stock transfer powers duly executed in blank, in either case with signatures guaranteed in the customary fashion.
(a) the Seller may transfer Seller's Shares pursuant to a will or pursuant to the laws of descent and distribution (subject to compliance with the next paragraph hereof, which compliance shall be procured by the Seller's executor, administrator or other legal representative); and (b) the Seller may transfer all or any portion of Seller's Shares to (i) the spouse or any lineal ancestor or descendant of the Seller or (ii) any trust, the sole beneficiaries of which are any one or more of the Seller's spouse or any lineal ancestors or descendants of the Seller, subject to compliance with the next paragraph hereof. For purposes of this Agreement, the term lineal descendant of Seller shall include the Seller's children, grandchildren, nephews and nieces, whether natural born or adopted. In the event of a transfer of some of all of Seller's Shares pursuant to the preceding paragraph hereof, including a transfer pursuant to a will or pursuant to the laws of descent and distribution, each transferee of the transferred Seller's Shares shall promptly notify the Stockholders and Baltek in writing of the transfer and shall abide by, and shall hold the transferred Seller's Shares subject to, the terms of this Agreement that are applicable to the Seller as of the time of the transfer and that would have been applicable to the Seller had he retained such Seller's Shares. As promptly as practicable after such transfer, the transferee of such Seller's Shares shall execute counterpart copies of this Agreement and shall deliver such counterparts to the Stockholders and Baltek.
The Purchase and Sale. (a) On the terms and subject to the conditions set forth in this Agreement, on the Closing Date (as defined below), the Seller, who holds beneficial ownership of the Vehicle, shall sell, assign, transfer and deliver to the Series, free and clear of all Liens, all of the Vehicle. The “Vehicle” is the make, model and year as set forth on Exhibit D attached hereto.
(b) The Vehicle shall be sold and transferred to Series by means of a Bill of Sale, in the form as attached hereto as Exhibit A (the “Bill of Sale”), and transfer of the title to the Vehicle and such other instruments as required to transfer legal title to the Vehicle from the Seller to the Series.
(c) The Seller represents and warrants, and based on such representations and warranties, the Parties acknowledge and agree that the Vehicle is subject to certain loan amounts and/or security interests entered into by the Seller in connection with the Seller’s acquisition of the Vehicle, which are in favor or, or payable to, the persons or entities as set forth in Exhibit C hereto (the “Senior Interests”). At the Closing, and subject thereto, the Series shall take such actions as required to repay the Series Interests, prior to the Cash Payment (as defined below) being made to the Seller.
The Purchase and Sale. Subject to the terms and conditions of this Agreement, on the Closing Date (as hereinafter defined), the Stockholders agree to sell, convey, transfer and deliver to Industrialex at the Closing, and Industrialex agrees to purchase from Stockholders at the Closing, effective as of the Closing Date, all of the Seller Shares free and clear of any and all liens, security interests, claims, charges, encumbrances and rights of others whatsoever ("Security Interests").
The Purchase and Sale. (a) Upon the terms and subject to the conditions set forth in this Agreement, at the Properties Sale Closing, SHC shall, and shall cause the other members of the SHC Group to, transfer, convey, assign and deliver to each transferee identified on Exhibit I or such other member of the Seritage Group as Seritage shall designate, and each such transferee or member of the Seritage Group shall purchase and acquire from SHC or the other members of the SHC Group, as applicable, all of the SHC Group’s right, title and interest in and to each of the Interests in the Transferred Entities.
(b) Upon the terms and subject to the conditions set forth in this Agreement, at the Properties Sale Closing, SHC shall, and shall cause the other members of the SHC Group to, transfer, convey, assign and deliver to each transferee identified on Exhibit II or such other member of the Seritage Group as Seritage shall designate, and each such transferee or member of the Seritage Group shall purchase and acquire from SHC or the other members of the SHC Group, as applicable, all of the SHC Group’s right, title and interest in and to each of the Transferred Properties and JV Interests identified on Exhibit II (for the avoidance of doubt, excluding the Transferred Properties and JV Interests identified on Exhibit I, which shall be purchased and sold, indirectly, pursuant to Section 2.3(a)).
(c) Upon the terms and subject to the conditions set forth in this Agreement, at the Properties Sale Closing, SHC shall, or shall cause the applicable member of the SHC Group to, transfer, convey, assign and deliver to Operating Partnership or its designee all of its right, title and interest in and to the Xxxx “SERITAGE,” together with all rights to xxx, counterclaim, and to collect damages, payments and equitable relief for all legal and equitable claims of past, present, and future infringements or other violations thereof, any rights to protection of interest in such Xxxx and all income, royalties, damages and payments now or hereafter due or payable with respect thereto, for its own use and benefit and for the use and on behalf of its successors, assigns or other legal representatives.
(d) Subject to Section 7.1(e), upon the terms and subject to the conditions set forth in this Agreement, at the Properties Sale Closing, SHC shall, or shall cause the applicable member of the SHC Group to, transfer, convey, assign and deliver to Operating Partnership or its designee Seritage Information; provided, t...
The Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing described below, the Company will sell and the Purchaser will purchase an aggregate of 130,000 shares (the "Shares") of the Common Stock, $.001 par value per share, of the Company (the "Common Stock") for an aggregate purchase price of $500,000 (the "Purchase Price"). The Purchase Price shall be paid as provided in Section 1.3.
The Purchase and Sale. On and subject to the terms and conditions set forth in this Agreement, at the Stock Purchase Closing, each Principal Stockholder shall sell and transfer to Merger Subsidiary, and Merger Subsidiary shall, and Buyer shall take all actions necessary or advisable to enable and cause Merger Subsidiary to, purchase from each Principal Stockholder, all of the Principal Stockholder Shares then held by such Principal Stockholder (the “Stock Purchase”), for a purchase price per Share (the “Per Share Purchase Price”) equal to (a) $65.74, minus (b) the result (rounded to the nearest cent) of (x) the aggregate amount of Company Transaction Expenses, divided by (y) the sum of the number of Shares issued and outstanding immediately prior to the earlier of the Stock Purchase Closing and the Effective Time plus the number of Shares issuable upon the exercise of Company Stock Options and Warrants outstanding immediately prior to the earlier of the Stock Purchase Closing and the Effective Time.
The Purchase and Sale. At the Closing (as defined in Section --------------------- 2) and subject to and upon the terms and conditions of this Agreement, the Shareholder shall sell and deliver to PTC and PTC shall purchase from the Shareholder all of the outstanding shares of common stock, no par value, of the Company (the "Company Common Stock"), free and clear of all Liens (as defined in Section 3.4).
The Purchase and Sale. Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date, South Oil shall sell to Maverick, and Maverick shall purchase from South Oil, one hundred percent (100%) of the Class A Interests owned by South Oil, in consideration for which Maverick shall assume all of the liabilities and obligations of South Oil as the sole Class A member (the "Transaction").
The Purchase and Sale. On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Company shall purchase, acquire and accept from Breitling (the “Sale”), and Breitling shall sell, transfer, assign, convey and deliver to the Company all right, title and interest in, to and under the Purchased Assets. The “Purchased Assets” shall mean all of the business, assets, properties, contractual rights, goodwill, going concern value, rights and claims of Breitling related to or used in Breitling’s business (the “Business”) (other than the Excluded Assets), wherever situated and of whatever kind and nature, real or personal, tangible or intangible, whether or not reflected on the books and records of Breitling, including each of the following assets:
