Purchase and Sale of Company Stock. At the Closing, upon the terms and subject to the conditions contained herein and provisions of applicable Law, the Sellers will cause NewCo to sell, convey, transfer, assign and deliver to Acquiror, and Acquiror will purchase and acquire from NewCo, all of NewCo’s right, title and interest in and to all of the issued and outstanding Company Stock held by NewCo, free and clear of all Encumbrances (other than restrictions on transfers arising under the Securities Act and applicable state securities Laws), in exchange for the Total Stock Purchase Consideration.
Purchase and Sale of Company Stock. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Stockholder shall sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser will purchase and acquire from the Stockholder, all of the Stockholder’s right, title and interest in and to all of the outstanding Company Stock, free and clear of any and all Liens (the “Share Purchase”), in exchange for the consideration specified herein.
Purchase and Sale of Company Stock. On and subject to the terms and conditions of this Agreement, Buyer agrees to purchase from Seller, and Seller agrees to sell to Buyer, on January 31, 2003 or on such other date as shall be mutually agreed upon in writing by the Parties (in either case, the "CLOSING DATE"), all of the Company Stock for an aggregate purchase price of US$7,200,000 in cash (the "PURCHASE PRICE"), payable in full at the Closing (as hereafter defined) by wire transfer to such account or accounts at such bank or banks as shall be designated by Seller in writing not less than two business days prior to the Closing Date or by delivery of immediately available funds in United States Dollars in such other form as the Parties may mutually agree.
Purchase and Sale of Company Stock. 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) each of the Selling Shareholders, as to each of Xxx, Xxxx and Xxxxx, jointly and severally, and as to Xxxxxx and Xxxxxx, severally in proportion to their ownership of shares of the Company Stock, shall sell, convey, assign, transfer and deliver to Buyer the Company Stock, free and clear of any and all liens, security interests, pledges, assessments, covenants, restrictions, reservations, conditional sales, prior assignments, or other encumbrances of any nature whatsoever.
Purchase and Sale of Company Stock. Subject to the terms and conditions set forth in this Agreement, at the Closing, Buyer shall purchase and acquire from Seller, and Seller shall sell, transfer and assign to Buyer, free and clear of all Liens, all of the Company Stock owned by Seller. The Company Stock purchased and sold pursuant to this Section 3.1 shall constitute one hundred percent (100%) of the outstanding Equity Interests of the Company.
Purchase and Sale of Company Stock. Upon the terms and subject to the conditions contained herein, at the Closing, Sellers shall sell, convey, transfer, assign and deliver to Buyer all of their right, title and interest in the Company Stock, and Buyer will purchase and acquire the Company Stock from Sellers.
Purchase and Sale of Company Stock. Subject to the terms and conditions set forth in this Agreement, the Stockholder hereby agrees to sell, transfer, convey, assign and deliver to the Purchaser at the Closing (as defined in Section 1.5 hereof), and the Purchaser hereby agrees to purchase, accept and acquire from the Stockholder at the Closing one hundred percent (100%) of the issued and outstanding shares of capital stock of HPSI, consisting of 500 shares of common stock, $1.00 par value per share (the "HPSI STOCK"), free and clear of all Liens (as defined in Section 9.16 hereof).
Purchase and Sale of Company Stock. On the terms and subject to the conditions set forth in this Agreement, on the Closing Date, Buyer shall purchase from Seller, and Seller shall sell, assign, convey and transfer to Buyer all shares of the Company Stock, free and clear of any Liens, restrictions on transfer, Options, rights, calls, commitments, proxies or other contract rights other than those arising under federal or state securities Laws.
Purchase and Sale of Company Stock. Upon the terms and subject to the conditions contained herein, at the Closing, the Stockholders shall sell, convey, transfer, assign and deliver to LTFS all of their right, title and interest in the Company Stock, and LTFS will purchase and acquire the Company Stock from the Stockholders, provided that, the sale of the outstanding capital stock of IAS (the “IAS Stock”) to LTFS shall be effective, and the conveyance, transfer and assignment of the IAS Stock shall occur, on December 31, 2007 (the “IAS Transfer Date”). In each case, the sale, conveyance, transfer and delivery of the Company Stock shall be free and clear of any and all Liens.
Purchase and Sale of Company Stock. At the Closing, (i) the Selling Stockholders, in reliance on the representations, warranties and covenants of Buyer contained herein and subject to the terms and conditions of this Agreement, shall sell to Buyer all of the shares of the Company Stock; and (ii) Buyer, in reliance on the representations, warranties and covenants of the Company and the Selling Stockholders contained herein and subject to the terms and conditions of this Agreement, shall purchase such shares of Company Stock from the Selling Stockholders for the aggregate Purchase Price of $3,632,780 in cash, which includes an amount sufficient for the Selling Stockholders to repay the Liabilities of the Company set forth in Sections 9.9, 9.12, 9.19 and 15(c) hereof (the "Terminating Liabilities"). The Purchase Price will be paid by Buyer at the Closing as follows:
