Purchase and Sale of Company Shares Clause Samples
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Purchase and Sale of Company Shares. On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Buyer will purchase, acquire and accept from the Stockholders, and the Stockholders will sell, assign, convey and deliver to the Buyer, all of their right, title, and interest in and to the Company Shares, free and clear of any Security Interest. (b)
Purchase and Sale of Company Shares. (a) Subject to the terms and conditions set forth in this Agreement, the Company hereby agrees to sell, transfer, convey, assign and deliver to the Purchaser at the Closing, and the Purchaser hereby agrees to purchase, accept and acquire from the Company at the Closing, 2,391,012 shares (the "Company Shares") of the Company's Common Stock, free and clear of all Liens.
(b) As consideration in full for its acquisition of the Company Shares, the Purchaser shall pay $2.63 per share, for an aggregate purchase price of $6,282,600 (the "Company Purchase Price").
Purchase and Sale of Company Shares. Sale of Company Shares
2.1 The Vendor agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Vendor, all the Company Shares at Closing subject to the terms and conditions of this Agreement.
Purchase and Sale of Company Shares. On and subject to the terms and conditions of this Agreement, Buyer agrees to purchase from Seller, and Seller agrees to sell to Buyer, the Company Shares.
Purchase and Sale of Company Shares. Subject to the terms and conditions set forth in this Agreement and in reliance upon the representations, warranties, covenants and conditions herein contained, on the Closing Date (as defined in section 3.1 hereof), the Selling Shareholders, hereby sell, convey, assign, transfer and deliver to Buyer, the Company Shares, free and clear of any and all liens or encumbrances of any nature whatsoever.
Purchase and Sale of Company Shares. 1 1.1 Sale of Company Shares by Seller.................................................... 1 1.2 Time and Place of Closing........................................................... 1 1.3 No Implied Representations or Warranties............................................ 2
Purchase and Sale of Company Shares. (a) Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, LTFS shall purchase from Sellers, and Sellers shall sell, assign, transfer and deliver to LTFS, all of the Company Shares, free and clear of any Liens. At the Closing, in consideration for the sale and transfer of the Company Shares by Sellers to LTFS, LTFS shall deliver to Sellers the following: (i) secured promissory notes made by LTFS in the aggregate principal amount of $25,000,000 (the “Short Term Notes Amount”), in the form of Exhibit C-1 hereto (the “Short Term Notes”), and (ii) secured promissory notes made by LTFS in the aggregate principal amount of $20,000,000 (the “Transaction Notes Amount”) in the form of Exhibit C-2 hereto (the “Transaction Notes”). The Short Term Notes and the Transaction Notes shall be secured by a pledge by LTFS of the Company Shares in the form of Exhibit D hereto (the “Stock Pledge Agreement”). At the Closing, each Seller shall receive (x) a Short Term Note in the principal amount equal to such Seller’s pro rata share (based on the Seller’s portion of the Transaction Consideration) of the Short Term Note Amount and (y) two (2) Transaction Notes, one of which (the “Cap Note”) shall be in the principal amount (the “Cap Note Principal Amount”) equal to the Seller’s pro rata share (based on the Seller’s portion of the Transaction Consideration) of $4,000,000 (such amount being the amount of the Capped Covered Losses) and the second of which (the “Balance Note”) shall be in the principal amount of the Seller’s portion of the Transaction Notes Amount minus the Cap Note Principal Amount. The Transaction Consideration is subject to adjustment as provided in Section 2.3 hereof.
(b) The Transaction Consideration shall be allocated and delivered to each Seller as provided on Schedule 2.1(b) of the disclosure letter delivered by Sellers and the Companies to LTFS immediately prior to the execution of this Agreement (“Disclosure Letter”).
Purchase and Sale of Company Shares. 7 2.1 Basic Transaction....................................... 7 2.2
Purchase and Sale of Company Shares. Subject to the terms and conditions set forth in this Agreement, XFM (relying on the representations, warranties, agreements, covenants, undertakings and indemnities hereinafter referred to) agrees with the Vendor to purchase and the Vendor and the Covenantor agree to sell and cause to be sold to XFM or the XFM Nominee at Jiasen Closing, all of its direct and indirect interests in the Company Shares with effect from the Jiasen Closing Date free from all options, liens, charges, pledges, claims, agreements, encumbrances, equities and other third party rights of any nature whatsoever and together with all rights of any nature whatsoever now or hereafter attaching or accruing to them including all rights to any dividends or other distribution declared, paid or made in respect of them after the Jiasen Closing Date.
Purchase and Sale of Company Shares. 5 2.1 Basic Transaction.................................................................................. 5