Sale and Transfer of Shares. On the terms and subject to the conditions of this Agreement, on the Closing Date, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from the Seller the Shares.
Sale and Transfer of Shares. Subject to the terms and conditions set forth in this Agreement, Company hereby agrees to issue the Shares to Buyer and Buyer hereby agrees to purchase the Shares from Company.
Sale and Transfer of Shares. (a) Subject to the terms and conditions of this Agreement, each of the Initial Sellers (other than Xxxxxxxxx Xxxx-Xxxxxxx Mallet, and Xxx. Xxxx-Xxxxxxx Mallet, together referred to as the "Mallets") severally, but not jointly, agree to sell or contribute and transfer to Purchaser, and Purchaser agrees to purchase from the Initial Sellers, that number of shares of capital stock of the Company listed opposite such Initial Seller's name on Exhibit 1.1(a)(1), which shares (the "Initial Shares") in the aggregate, constitute 78.67% of the capital stock of the Company outstanding as of the date hereof and as of the Initial Closing Date (after giving effect to the redemption of certain bonds as provided herein). In addition, the Initial Sellers agree, to the extent possible, in accordance with the terms and conditions of the Former Shareholder Agreement, to cause the entities and natural persons whose names and addresses are set forth in Exhibit B to this Agreement (the "Drag-Along Sellers," together with the Initial Sellers, "Sellers") to transfer to Purchaser that number of shares of capital stock of the Company listed opposite such Drag-Along Seller's name on Exhibit 1.1(a)(2), which shares (the "Drag-Along Shares" and, together with the Initial Shares, the "Covered Shares") constitute 4.13% of the capital stock of the Company outstanding as of the date hereof and as of the Initial Closing Date (after giving effect to the redemption of certain bonds as provided herein), and to perform their obligations under this Agreement. Except as set forth in Section 1.1(b), the Covered Shares include all the ordinary shares, preferred shares, debt instruments convertible into ordinary or preferred shares of the Company, but excluding the outstanding Options and Warrants (collectively, the "Shares"), free and clear of all Encumbrances, as of the Initial Closing or the Subsequent Closing, as applicable. The Initial Sellers agree that they shall cause, to the extent possible, the Drag-Along Sellers to execute and deliver a joinder to this Agreement (the "Joinder to Amended and Restated Share Purchase and Contribution Agreement") substantially in the form of Exhibit C attached hereto within 30 days after the Initial Closing Date, and this Agreement shall thereupon constitute the binding obligation of the Drag-Along Sellers, enforceable against the Drag-Along Sellers in accordance with the terms hereof.
(b) Subject to the terms and conditions of this Agreement, the Mallets agre...
Sale and Transfer of Shares a) Subject to the terms and conditions of this Agreement, the Company hereby agrees to sell to the Purchasers and each of the Purchasers hereby agrees, individually, to purchase from the Company, the number of the Shares set forth opposite such Purchaser's name for the purchase price in the amounts set forth opposite such Purchaser's name set forth on Schedule 1 hereto (as such schedule may be amended and supplemented in writing and delivered pursuant to the notice provisions hereof prior to 10 business days before the Closing Date). In the event that such Schedule I is amended and supplemented by additional purchasers subsequent to the date first stated above (the "Additional Purchasers"), each such Additional Purchaser must execute a joinder agreement substantially in the form attached as Exhibit A hereto.
b) At the Closing (as defined herein below), the Company shall deliver to each of the Purchasers duly executed certificates registered in such Purchaser's name and representing the Shares purchased by such Purchaser, against such Purchaser's payment of the aggregate purchase price for the Shares.
Sale and Transfer of Shares. (a) Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date (as defined below) the Company hereby agrees to sell to the Purchaser and the Purchaser hereby agrees to purchase from the Company, the Common Shares set forth opposite the Purchaser’s name on Schedule 1 hereto for the aggregate purchase price set forth opposite the Purchaser’s name on Schedule 1 hereto (the “Purchase Price”).
(b) At the Closing (as defined below), the Company shall deliver to the Purchaser duly executed certificates registered in the Purchaser’s name and representing the Common Shares purchased by the Purchaser, against the Purchaser’s payment of the Purchase Price.
Sale and Transfer of Shares. Subject to the terms and conditions set forth in this Agreement, on the Closing Date (as defined below in Section 8.1), Shareholders will transfer and convey the Shares to Buyer, and Buyer will acquire the Shares from Shareholders, free and clear of all liens, encumbrances, security agreements, equities, options, claims, charges and restrictions. On the Closing Date, the certificates representing the Shares shall be duly endorsed in blank for transfer, or accompanied by separate written instruments of assignment and shall be accompanied by such other or further supporting documents as Buyer or its counsel may reasonably require.
Sale and Transfer of Shares. Subject to the terms and conditions of this Agreement, each Seller agrees to sell and transfer to Purchaser, and Purchaser agrees to purchase from each Seller, the number of Shares specified opposite such Seller’s name as set forth on Exhibit 1.1, the Shares, free and clear of all Encumbrances, at the Closing.
Sale and Transfer of Shares. Subject to the terms and conditions set forth in this Agreement, on the Closing Date, the Shareholders will transfer and convey the Shares to Purchaser, and Purchaser will acquire the Shares from the Shareholder.
Sale and Transfer of Shares. Subject to the terms and conditions of this Agreement, at the Closing, Sellers shall sell, convey, assign, transfer and deliver to Purchaser all of the issued and outstanding Shares and the Warrant, free and clear of all Encumbrances, and Purchaser shall purchase, acquire and accept the Shares and the Warrant from Sellers.
Sale and Transfer of Shares. Subject to the terms and conditions of this Agreement, at the Closing, the Stockholders will sell and transfer the Shares to Buyer and Buyer will purchase the Shares from the Stockholders. In reliance on the representations, warranties and covenants contained herein, in consideration of the sale and transfer of the Shares, Buyer agrees to pay and deliver to the Stockholders on the Closing Date the Purchase Price as set forth in Section 2.02, subject to adjustment pursuant to Section 2.03, to be distributed among the Stockholders, pro rata based on their percentage ownership of the Shares on the Closing Date (each, a "Pro Rata Share").
