Purchase and Sale of Shares Sample Clauses
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Purchase and Sale of Shares. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, assign, transfer and convey to Buyer or any Affiliate of Buyer designated in writing by Buyer (any such Person, a "Buyer Designee"), and Buyer or such Buyer Designee shall purchase and acquire from Seller, all of the Newco Shares owned by Seller in exchange for the payment in cash by Buyer or such Buyer Designee to Seller of the Closing Consideration. Payment for the Newco Shares shall be made on the Closing Date in an amount equal to the Estimated Closing Consideration (subject to adjustment in accordance with Section 1.02(c)) by wire transfer of immediately available funds to accounts specified by Seller in the Closing Payment Certificate. Payments to Persons who are due amounts in respect of the Estimated Closing Transaction Expenses and the Estimated Funded Indebtedness shall be made by Buyer or Buyer Designee on the Closing Date by wire transfer of immediately available funds to accounts specified by Seller in the Closing Payment Certificate. Except to the extent required by Law, all sums payable by Buyer to Seller or any other Person under this Agreement shall be paid free and clear of all Tax deductions or withholdings whatsoever. Buyer will be entitled to deduct and withhold from the consideration otherwise payable to Seller or any other Person such amount, if any, as is required to be deducted and withheld with respect to the making of such payment under Law; provided, that, in the case of any such payment that does not constitute compensation for services rendered, (a) at least five (5) calendar days prior to making such payment, Buyer shall notify Seller in writing of its obligation to withhold, setting forth in reasonable detail its basis for such withholding, and (b) Buyer shall in good faith take into account any objections by Seller in determining whether such withholding is required. Buyer or Buyer Designee, as applicable, will promptly pay or cause to be paid any amounts withheld pursuant to this Section 1.01 for applicable Taxes (or other amounts withheld) to the appropriate Governmental Body on behalf of Seller or such other Person. To the extent that such amounts are so withheld by Buyer or Buyer Designee, such withheld amounts will be treated for all purposes of this Agreement as having been paid to Seller or such other Person, as applicable, to the extent paid to the appropriate Governmental Body on behalf of Seller or such oth...
Purchase and Sale of Shares. 2.1.1. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, transfer and deliver to Buyer, free and clear of all Liens (other than Liens under the Securities Act and any other applicable state or foreign securities Laws), and Buyer shall purchase from Seller, all right, title and interest in and to the Shares.
Purchase and Sale of Shares. At the Closing (as defined in Section 2.1), on the terms and subject to the conditions set forth in this Agreement, Sellers shall sell and deliver to Purchaser, and Purchaser shall purchase the Shares from Sellers.
Purchase and Sale of Shares. The Seller agrees to sell and transfer to the Buyer, and the Buyer agrees to purchase from the Seller for the Purchase Price and in accordance with and subject to the terms and conditions set forth in this Agreement, the Shares which in turn shall result in the Buyer indirectly owning the Vessel.
Purchase and Sale of Shares. Subject to the terms and conditions of this Agreement, Purchaser agrees to purchase at the Closing and the Seller agrees to sell to Purchaser at the Closing, 31,390,000 of Seller’s Shares for a total price of Sixty-Nine Thousand Nine Hundred Ninety Dollars and No Cents ($69,990.00) (the “Purchase Price”).
Purchase and Sale of Shares. Subject to the terms and conditions of this Agreement, at the Closing, the Sellers, jointly and severally, agree to sell, assign and convey the Shares to Buyer, and Buyer agrees to purchase, acquire and accept the Shares from the Sellers.
Purchase and Sale of Shares. Subject to the terms and conditions hereof and in reliance upon the representations and warranties of the parties contained or incorporated by reference herein, simultaneous with the execution hereof, the Company shall sell and deliver to Buyer, and Buyer shall purchase from the Company, the Shares, in consideration of the payment of the Purchase Price noted herein.
Purchase and Sale of Shares. On the terms and subject to the conditions hereof, at the Closing (as hereinafter defined), Holdings will sell, assign, transfer and convey to Buyer, and Buyer will purchase and acquire from Holdings, all right, title and interest of Holdings in and to the Shares, free and clear of all Liens (as hereinafter defined).
Purchase and Sale of Shares. At the Closing, Seller shall sell, transfer, convey, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept, the Shares, free and clear of any Encumbrances.
Purchase and Sale of Shares. Subject to the terms and conditions of this Agreement, on the Closing Date (as hereinafter defined) the Selling Shareholder shall sell the Shares to Purchaser, and Purchaser shall purchase the Shares from the Selling Shareholder.