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 Purchased Shares. 11
2.1 Purchase and Sale of Purchased Shares 11
Purchase and Sale of Purchased Shares the Vendors shall sell to the Purchaser and the Purchaser shall purchase from the Vendors the Purchased Shares;
Purchase and Sale of Purchased Shares. Subject to the terms and conditions hereof, the Vendor covenants and agrees to sell, assign and transfer to the Purchaser and the Purchaser covenants and agrees to purchase from the Vendor all but not less than all the issued and outstanding Common Shares held by the Vendor as listed in Schedule 4 (the "Purchased Shares").
Purchase and Sale of Purchased Shares. Subject to the terms and conditions of this Agreement, at the Closing (as defined below), Seller shall sell, convey, assign and deliver to Purchaser, and Purchaser shall purchase from Seller, the Purchased ADSs and any and all rights and benefits incident to the ownership thereof (including, without limitation, accrued and unpaid dividends thereon) at a price of $7.50 per each Purchased ADS for an aggregate purchase price of $1,427,197.50 (the “Purchase Price”) for the Purchased ADSs, free and clear of all Encumbrances (as defined below).
Purchase and Sale of Purchased Shares. Upon and subject to the terms and conditions hereof, each Vendor hereby sells to the Purchaser, and the Purchaser hereby purchases from each Vendor, the shares of the Corporation set forth in Schedule 2.1, which schedule is being delivered by the Vendors concurrently with the execution of this Agreement (the “Purchased Shares”), owned by each such Vendor. For greater certainty, “
Purchase and Sale of Purchased Shares. Subject to the terms and conditions of this Agreement, at the Time of Closing, the Vendor shall sell to the Purchaser the Purchased Shares and the Intercorporate Notes free and clear from all liens, charges and encumbrances, and the Purchaser shall purchase such shares and notes.
Purchase and Sale of Purchased Shares. On the Closing Date (as hereinafter defined) and upon the terms and subject to the conditions set forth in this Agreement, (a) Mxxxxxx Xxxxxxx shall sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser shall purchase and accept from Mxxxxxx Xxxxxxx, the MS Purchased Shares, and (b) Rxxxxx Xxxxxxx shall sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser shall purchase and accept from Rxxxxx Xxxxxxx, the RS Purchased Shares, such that immediately after giving effect to the transactions contemplated hereby, the Purchaser will own approximately 40.35% of the shares of the Company’s Common Stock and the Sellers will collectively own approximately 9.95% of the shares of the Company’s Common Stock, in each case on a fully diluted basis.
Purchase and Sale of Purchased Shares. On the terms and conditions of this Agreement, each Seller hereby agrees to sell, convey, transfer and assign to Purchaser concurrent herewith, and Purchaser hereby agrees to purchase and acquire concurrent herewith, all right, title and interest in and to the Purchased Shares, free and clear of all Liens (other than Liens imposed by Applicable Law applicable generally to the sale, transfer, pledge or other disposition of securities).
Purchase and Sale of Purchased Shares. (a) In accordance with and subject to the terms hereof, (i) the Seller hereby agrees to sell and shall transfer to the Buyer at the Closing, and the Buyer hereby agrees to purchase and shall accept transfer from the Seller at the Closing of, the Purchased Shares, free and clear of all Liens, and (ii) at the Closing, the Seller shall transfer to the Buyer, and the Buyer shall accept transfer from the Seller of, all of the Seller’s rights, title, and interest in and to the Purchased Shares, free and clear of all Liens.
(b) In accordance with and subject to the terms hereof (including the satisfaction of the conditions set forth herein), no later than 5 p.m. New York City time on the date of this Agreement, the Buyer shall transfer, or shall procure the transfer of $10,000,000 (the “Signing Date Cash Payment”), to the following account under the reference “Purchase Price ID&T” to be held by DLA Piper LLP (US) in such account for the benefit and on behalf of the Seller, and released by DLA Piper LLP (US) to the Seller upon the Seller’s request: Bank Name: Citibank, N.A. Address: 000 Xxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 ABA Transit #: 000000000 Account #: 00000000 Swift Code: CITI US 33 Account Name: DLA Piper LLP (US) XXXX Client/Matter Number: 381197-1 Bank Phone #: 000-000-0000 (Xxxx Xxxxxxxx)
(c) No later than 5:00 p.m. New York City time on the earlier of the date (the “Closing Cash Payment Due Date”) that is (i) September 30, 2013 or (ii) two Business Days following the closing of the initial public offering with respect to the Parent Common Stock, the Parent shall (or shall cause the Buyer to) transfer, or shall procure the transfer of, the Closing Cash Payment, being an amount of $45,914,827, to the Notary Account under the reference “Purchase Price ID&T” to be held by the Notary in the Notary Account for the benefit of the Buyer until the Notarial Deed of Transfer has been duly executed by the Notary, after which the amount will be held on behalf of the Seller. Upon such transfer of the Closing Cash Payment to the Notary, the Buyer and the Seller shall instruct the Notary to execute the Notarial Deed of Transfer. One Business Day following such transfer of the Closing Cash Payment to the Notary, the Notary shall, and Seller is authorized to and shall instruct the Notary to, release such amount to Seller by wire transfer to an account designated by the Seller.
(d) If the Parent has not paid or caused the payment of the Closing Cash Payment to the ...
