Purchase and Sale of Equity Interests. 1.1 Grant of Right
Purchase and Sale of Equity Interests. At each Closing, upon the terms and subject to the conditions set forth in this Agreement, Seller shall, or shall cause one of its Subsidiaries to, sell, assign, transfer and convey to Buyer, and Buyer shall purchase and acquire from Seller, the applicable Equity Interests, free and clear of any Liens other than transfer restrictions imposed thereon by applicable securities Laws, the Assumed Existing Loans and the Property Leases.
Purchase and Sale of Equity Interests. Seller and Buyer hereby agree that upon the terms and subject to the satisfaction or waiver of the conditions set forth herein, at the Closing, Seller shall sell, transfer, assign and deliver to Buyer, and Buyer shall purchase from Seller, the Equity Interests, free and clear of all Liens other than transfer restrictions imposed on the Equity Interests pursuant to applicable securities Laws, for a purchase price equal to $300,000,000 (the “Purchase Price”), as such amount may be adjusted in accordance with Section 2.4 (the “Final Purchase Price”) as such amount may be further adjusted in accordance with Section 2.7. BUYER AND SELLER ACKNOWLEDGE AND AGREE THAT THE TERMS OF THIS AGREEMENT, INCLUDING THE LIMITATIONS ON, AND DISCLAIMERS OF WARRANTIES AND REPRESENTATIONS OF SELLER CONTAINED IN THIS AGREEMENT ARE A BARGAINED FOR AND MATERIAL PART OF THE CONSIDERATION FOR THE EQUITY INTERESTS.
Purchase and Sale of Equity Interests. (a) On the terms and subject to the conditions of this Agreement, the closing of the transactions contemplated hereby shall occur as follows and in the following order: (i) Operating Buyer agrees to purchase, directly or indirectly, the Operating Equity Interests from Operating Seller, and Operating Seller agrees to sell the Operating Equity Interests to Operating Buyer, free and clear of all Liens other than Permitted Encumbrances, (ii) Holdco Buyer or one of its Affiliates agrees to purchase the Specified Platform Equity Interests from the Company, and the Company agrees to sell the Specified Platform Equity Interests to Holdco Buyer, free and clear of all Liens other than Permitted Encumbrances, (iii) Holdco Buyer agrees to purchase the Blocker Units from Blocker Parent, and Blocker Parent agrees to sell the Blocker Units to Holdco Buyer, free and clear of all Liens other than Permitted Encumbrances and (iv) Holdco Buyer agrees to purchase the Company Seller Interests from the Company Sellers, and the Company Sellers agree to sell the Company Seller Interests to Holdco Buyer, free and clear of all Liens other than Permitted Encumbrances. All of the foregoing actions and transactions described in clauses (i) through (iv) of this Section 2.01 shall be deemed to have occurred simultaneously, and no such transaction shall be considered consummated unless all are consummated. No Party shall be obligated to consummate any of the transactions contemplated hereby to occur at Closing, unless all such transactions are consummated contemporaneously.
Purchase and Sale of Equity Interests. Upon the terms and subject to the conditions of this Agreement, on the Closing Date, Seller shall sell, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase from Seller, the Equity Interests, free and clear of all Encumbrances.
Purchase and Sale of Equity Interests. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, each of the Sellers shall sell, transfer and deliver to Buyer, free and clear of all Liens, and Buyer shall purchase from each of the Sellers, all of the outstanding Equity Interests held by the Sellers, which constitute all of the outstanding equity securities of the Company.
Purchase and Sale of Equity Interests. (a) Subject to the terms and conditions of this Agreement including Section 2(b) above, on the Closing Date, Xxxxxxx Polymer shall sell, convey, transfer, assign and deliver to Buyer, and Buyer shall purchase and accept from Xxxxxxx Polymer, the Equity Interests held by Xxxxxxx Polymer in each of the Xxxxxxx Polymer Subsidiaries.
Purchase and Sale of Equity Interests. At the Closing, upon the terms and subject to the conditions set forth in this Agreement, Sellers shall sell to Purchaser, and Purchaser shall purchase from Sellers, the Equity Interests.
Purchase and Sale of Equity Interests. The Seller agrees to sell and transfer to the Buyer, and the Buyer agrees to purchase from the Seller the Equity Interests for the Purchase Price (as defined below) and in accordance with and subject to the terms and conditions set forth in this Agreement.
Purchase and Sale of Equity Interests. Upon the terms and subject to the conditions contained herein, on the Closing Date:
