Basic Transaction. On and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to sell and deliver to Buyer, all the Shares for the consideration specified below in this Section 2, free and clear of all security interests, claims and restrictions. Seller shall also assign to Buyer all of Seller's right, title and interest in and to the Related Agreements, by the Assignments in the form attached hereto as Exhibit 2(a).
Appears in 1 contract
Sources: Stock Purchase Agreement (Integrated Security Systems Inc)
Basic Transaction. On Upon the terms and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to sell and deliver to Buyer, all the Shares for the consideration specified below in this Section 2, Buyer free and clear of all security interestsEncumbrances, claims and restrictions. Seller shall also assign to Buyer all of Seller's ’s right, title and interest in and to all of the Related Agreements, by Shares for the Assignments consideration specified in the form attached hereto as Exhibit 2(a)this Article II.
Appears in 1 contract
Sources: Stock Purchase Agreement (Global Power Equipment Group Inc.)
Basic Transaction. On and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to sell sell, transfer, convey and deliver to Buyer, all the Shares for the consideration specified below in this Section 2, free and clear of all security interestsSecurity Interests, claims and restrictions. Seller shall also assign to Buyer all of Sellerthe Assets at the Closing, solely in exchange for Buyer's right, title and interest in and to assumption of the Related Agreements, by the Assignments in the form attached hereto as Exhibit 2(a)Assumed Liabilities.
Appears in 1 contract
Basic Transaction. On and subject Subject to the terms and conditions of set ----------------- forth in this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to sell and deliver to Buyer, all of the Shares for the consideration specified below in this Section 2Shares, free and clear of all security interests, claims and restrictionsany Encumbrance in exchange for the Purchase Price. Seller shall also assign Buyer will have no right or obligation under this Agreement to Buyer purchase fewer than all of Seller's right, title and interest in and to the Related Agreements, by the Assignments in the form attached hereto as Exhibit 2(a)Shares.
Appears in 1 contract
Sources: Stock Purchase Agreement (American Tower Corp /Ma/)
Basic Transaction. On and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to sell and deliver to Buyer, all of Seller’s right, title and interest in the Shares for the consideration specified below in this Section 2Interest, free and clear of all security interestsliens, pledges, Encumbrances, charges and claims and restrictionsthereon, for the consideration specified below. Seller shall also assign to Upon consummation of the transaction, Buyer will hold all of Seller's rightthe issued and outstanding Interest, title free and interest in clear of any and to the Related Agreementsall liens, by the Assignments in the form attached hereto as Exhibit 2(a)pledges, Encumbrances, charges and claims.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Ambassadors International Inc)
Basic Transaction. On and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to sell and deliver to the Buyer, all the Shares for the consideration specified below in this Section 2, free and clear of all security interestsany Encumbrances, claims and restrictions. Seller shall also assign to Buyer all of the Seller's ’s right, title and interest in and to the Related Agreements, by the Assignments in the form attached hereto as Exhibit 2(a)Membership Interests.
Appears in 1 contract
Basic Transaction. On and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the each Seller, and the each Seller agrees to sell and deliver to Buyer, all of each Seller’s right, title and interest in the Shares for the consideration specified below in this Section 2Interests, free and clear of all security interestsliens, pledges, Encumbrances, charges and claims and restrictionsthereon, for the consideration specified below. Seller shall also assign to Upon consummation of the transaction, Buyer will hold all of Seller's rightthe issued and outstanding limited liability company interests of Target, title free and interest in clear of any and to the Related Agreementsall liens, by the Assignments in the form attached hereto as Exhibit 2(a)pledges, Encumbrances, charges and claims.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Primoris Services CORP)
Basic Transaction. On and subject Subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to sell and deliver to Buyer, all of the Shares for issued and outstanding Shares, constituting all of the consideration specified below in this Section 2issued and outstanding capital stock of the Company, free and clear of all security interestsLiens, claims and restrictions. Seller shall also assign to Buyer all of Seller's right, title and interest for the consideration specified in and to the Related Agreements, by the Assignments in the form attached hereto as Exhibit 2(a)Section 2.2.
Appears in 1 contract
Sources: Stock Purchase Agreement (Spectrasite Holdings Inc)
Basic Transaction. On and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to sell and deliver to the Buyer, all of the Shares for Seller’s right, title and interest in the consideration specified below in this Section 2Target Membership Interests, free and clear of all security interestsliens, pledges, encumbrances, charges and claims and restrictionsthereon, for the consideration specified below. Seller shall also assign to Upon consummation of the transaction, the Buyer will hold all of Seller's rightthe issued and outstanding Target Membership Interests, title free and interest in clear of any and to the Related Agreements, by the Assignments in the form attached hereto as Exhibit 2(a)all liens and encumbrances.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Ambassadors International Inc)
Basic Transaction. On and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to sell and deliver to Buyer, all of Seller’s right, title and interest in the Shares for the consideration specified below in this Section 2Shares, free and clear of all security interestsliens, pledges, Encumbrances, charges and claims and restrictionsthereon, for the consideration specified below. Seller shall also assign to Upon consummation of the transaction, Buyer will hold all of Seller's rightthe issued and outstanding Shares, title free and interest in clear of any and to the Related Agreementsall liens, by the Assignments in the form attached hereto as Exhibit 2(a)pledges, Encumbrances, charges and claims.
Appears in 1 contract
Sources: Stock Purchase Agreement (Ambassadors International Inc)