The Sale and Purchase Sample Clauses

The Sale and Purchase. The Seller agrees to sell the Sale Stocks free of any liens, charges or other encumbrances, together with all rights attaching thereto (the "Purchase"). The Buyer agrees to pay a consideration of [$Enter Amount Numerical] Dollars for the purchase of the Sale Stocks. Upon closing (the "Closing Date"), the Seller will deliver all required documentation and stock certificates to the Buyer. 2. Warranties, Undertakings and Representations of the Seller The Seller warrants, undertakes and represents to the Buyer as follows: * The Company is a corporation duly formed and organized in [State] and remains in good standing. * There are no pending proceedings or claims that may give rise to any liens, charges or other encumbrances on the Sale Stocks. To the best of our knowledge, there are no state or federal proceedings being considered or threatened against us or any other party involved in this agreement. As for our assets, we own them outright, with no liens, charges, or encumbrances that would hinder their sale. We have the authority to enter into and fulfill all obligations arising from this agreement, without requiring any additional consents. We've also shared all relevant information about our company with you, enabling an informed decision regarding the purchase. There are no outstanding agreements or restrictions that could impede the transfer of ownership of the assets being sold. Our contracts are up-to-date, and we're not party to any material agreements that haven't been disclosed to you. Our assets, including property and buildings, are free from mortgages, charges, liens, or encumbrances, and remain in good condition. Our borrowings have remained relatively stable since the last disclosure, with no significant increases. Inventory levels have also remained steady, with all items in good condition. We've made no dividend payments or distributions to shareholders since the last update, nor have we paid any other party that wasn't part of our normal business operations. We've filed all necessary tax returns and made timely payments, with no outstanding penalties or pending audits. Since your due diligence began, there haven't been any material changes in our trading conditions or significant losses of major customers or suppliers.
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The Sale and Purchase. 13 SECTION 2.1. Sale and Purchase.................................... 13 SECTION 2.2.
Sample 1
The Sale and Purchase. 2.1 Sale and Purchase of Shares 18 2.2 Purchase Price 18 2.3 Closing 18 2.4 Closing Adjustment 20 2.5 Post-Closing Statements 20 2.6 Reconciliation of Post-Closing Statements 21 2.7 Post-Closing Adjustment 22 2.8 Purchase Price Allocation 22 2.9 Foreign Transfer and Acquisition Agreements; Deferred Closings; Delayed Transfers 2.10 Withholding 26
Sample 1
The Sale and Purchase. 21 2.1 Sale and Purchase of Shares.................................................................................21 2.2 Closing Payment...................................................................................................22 2.3 Closing..................................................................................................................22 2.4 Closing Payment Adjustments..............................................................................23 2.5 Post-Closing Statement.........................................................................................23 2.6 Reconciliation of Post-Closing Statement............................................................24 2.7 Post-Closing Adjustment......................................................................................25 2.8 Withholding..........................................................................................................26
Sample 1
The Sale and Purchase. On the terms and subject to the conditions set forth in this Agreement, on the Closing Date (as defined in Section 3.03), the Seller shall sell, assign, transfer and deliver, free and clear of all liens, pledges, encumbrances, charges, restrictions or known claims of any kind, nature, or description, 1,788,475 Shares of the Company’s common stock held by Seller to the Purchasers in the following amounts: 1,466,225 Shares to Xxxxxxxx and 322,250 Shares to Xxxxxxxx. In consideration of the transfer by Seller of the Shares to the Purchasers, the Purchasers shall deliver to the Seller the purchase price of Two Hundred Seventy Seven Thousand Five Hundred Dollars ($277,500) (the “Purchase Price”) as follows: (a) Xxxxxxxx shall pay $42,500 in cash (the “Espinoza Cash Payment”), (b) credit against the Purchase Price for the following Company debts in the amount of $77,992 owed to Xxxxxx X. Xxxxxx, III (the “Xxxxxx Note”) and $29,016 of general liabilities of the Company, totaling $107,008 (the “General Liabilities”) and (c) Xxxxxxxx shall pay $127,992 in cash (the “Xxxxxxxx Cash Payment”). The 1,788,475 shares to be sold to Purchasers under this Agreement are deemed “restricted shares” within the meaning of Rule 144 promulgated under the Securities Act of 1933, as amended.
Sample 1
The Sale and Purchase. Upon the terms and subject to the conditions of this Agreement, the Shareholder hereby sells, conveys, transfers, assigns and delivers to Xxxxxx, and Xxxxxx hereby purchases from the Shareholder on the date hereof, all of the issued and outstanding capital stock of Real-Tool owned by the Shareholder, all free and clear of any and all liens, claims, liabilities, obligations, pledges, encumbrances, charges and restrictions of every kind, nature and description. The Shareholder is, contemporaneously herewith, causing Real-Tool to cancel the Shareholder's stock certificate evidencing the shares owned by the Shareholder and to issue to Xxxxxx a stock certificate evidencing such number or shares.
Sample 1
The Sale and Purchase. Upon the terms and subject to the satisfaction or waiver of the conditions hereof, and in reliance upon the mutual representations, warranties, and covenants contained herein, immediately prior to the Effective Time, GC will sell, assign, transfer, and deliver to the Company, and the Company will purchase and acquire from GC, the Interests, free and clear of any Liens, and in the proper form for transfer.
Sample 1
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The Sale and Purchase 
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Related to The Sale and Purchase

  • Sale and Purchase Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $____ per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. This option may be exercised by UBS Securities LLC ("UBS") on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "additional time of purchase"); provided, however, that the additional time of purchase shall not be earlier than the time of purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.

  • SALE AND PURCHASE OF THE SALE SHARES 2.1 On and subject to the provisions of this Agreement, at Completion the Seller shall sell, and the Purchaser shall purchase, the Sale Shares free and clear from all Encumbrances, together with all rights attaching to them as at Completion, including any right to receive dividends, distributions or any return of capital declared, made or paid with effect from Completion.

  • SALE AND PURCHASE OF NOTES Subject to the terms and conditions of this Agreement, the Company will issue and sell to each Purchaser and each Purchaser will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount specified opposite such Purchaser’s name in Schedule A at the purchase price of 100% of the principal amount thereof. The Purchasers’ obligations hereunder are several and not joint obligations and no Purchaser shall have any liability to any Person for the performance or non-performance of any obligation by any other Purchaser hereunder.

  • Sale and Purchase of Shares Upon the terms and subject to the conditions contained herein, on the Closing Date the Seller shall sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser shall purchase from the Seller, all of the Shares.

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