Common use of Purchase and Sale of Shares Clause in Contracts

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. 2.1.1. Upon At the Closing and subject to and upon the terms and subject to the conditions set forth in of this Agreement, at the Closing, Seller Sellers shall sell, transfer transfer, convey, assign and deliver to Buyerthe Purchaser, and the Purchaser shall purchase, acquire and accept from the Sellers, all of the issued and outstanding shares (being 50,000 ordinary shares of US$1.00 par value each) of the Company (collectively, the “Purchased Shares”), free and clear of all Liens (other than Liens potential restrictions on resale 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. 2.1.1. Upon Subject to the terms and subject to conditions of this Agreement, and in reliance upon the conditions set forth representations, warranties, covenants contained in this Agreement, at the ClosingClosing (as defined below), Seller Purchaser shall sellpurchase the Shares from Sellers, and Sellers shall sell and transfer and deliver the Shares to BuyerPurchaser, 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 SharesEncumbrance.

Purchase and Sale of Shares. 2.1.1. Upon At the Closing and subject to and upon the terms and subject to the conditions set forth in of this Agreement, at the Closing, Seller Sellers shall sell, transfer transfer, convey, assign and deliver to Buyerthe Purchaser, and the Purchaser shall purchase, acquire and accept from the Sellers, shares and other equity interests of the Company representing 100% of the total equity voting capital stock (collectively, the “Purchased Shares”), free and clear of all Liens (other than Liens potential restrictions on resale 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. 2.1.1. Upon Subject to the terms and subject to the conditions set forth in of this Agreement, at on the ClosingClosing Date (as defined in Section 2.1), the Seller shall sell, transfer transfer, convey, assign and deliver (“Transfer”) to Buyer, free and clear of all Liens (other than Liens under the Securities Act and any other applicable state or foreign securities Laws)Purchaser, and Buyer the Purchaser shall purchase purchase, acquire and accept from the Seller all of the Seller, all ’s right, title and interest in and to the Seller’s Shares, free and clear of all Liens (as defined in Section 3.5(b).

Purchase and Sale of Shares. 2.1.1. Upon the terms On and subject to the terms and conditions set forth in of this Agreement, at the ClosingClosing (i) Buyer will purchase and acquire from each Seller, and each Seller shall will sell, transfer convey, transfer, assign and deliver to Buyer, all right, title and interest in and to such Seller’s Shares, free and clear of all Liens (other than Liens under the Securities Act and any other pursuant to applicable state or foreign securities Laws), ) for the consideration specified below in this Section 2 and Buyer (ii) the Options shall purchase from Seller, all right, title and interest in and to the Sharesbe governed by Section 2(f) below.

Purchase and Sale of Shares. 2.1.1. Upon (a) At the Closing, upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, assign, transfer and deliver convey to the Buyer, and the Buyer shall purchase and acquire from the Seller, the Shares, free and clear of from all Liens and transfer restrictions (other than restrictions under applicable federal and state securities Laws and Liens under imposed by the Securities Act and any other applicable state Buyer or foreign securities Lawsits Affiliates), and Buyer shall purchase from Seller, all right, title and interest against payment of the Estimated Purchase Price at the Closing as provided in and to the SharesSection 1.01(b) below.

Purchase and Sale of Shares. 2.1.1. Upon Subject to the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, transfer assign, transfer, convey and deliver to Buyerthe Company, free and clear of any and all Liens (other than Liens under the Securities Act and any other applicable state or foreign securities Laws)Liens, and Buyer the Company shall purchase from Seller, all of Seller’s right, title and interest in and to the Shares.

Purchase and Sale of Shares. 2.1.1. Upon At the Closing (as hereinafter defined) and subject to and upon the terms and subject to the conditions set forth in of this Agreement, at the Closing, Seller shall sell, transfer transfer, convey, assign and deliver to Buyerthe Purchaser, and the Purchaser shall purchase, acquire and accept from the Seller, 100% of the issued and outstanding shares of the Targets (collectively, the “Purchased Shares”), free and clear of all Liens (other than Liens potential restrictions on resale 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. 2.1.1. Upon Subject to the terms and subject to the conditions set forth in of this Agreement, at the ClosingClosing (as defined herein), Seller shall sell, assign, convey and transfer and deliver to Buyerthe Shares, free and clear of all Liens (other than Liens under the Securities Act and any other applicable state or foreign securities Lawsas defined herein), to Purchaser, and Buyer Purchaser shall purchase and acquire the Shares from Seller, all right, title and interest in and to the Shares.

Purchase and Sale of Shares. 2.1.1. Upon At the Closing, upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, assign, transfer and deliver convey the Shares to Buyer, and Buyer shall purchase and acquire the Shares from Seller, free and clear of all Liens (other than Liens restrictions on transfer arising under the Securities Act and any other applicable state or foreign securities Laws), and . The payment for said shares by Buyer shall purchase from Seller, all right, title and interest in and to the Shares.Seller along with other consideration shall be tendered as follows:

Purchase and Sale of Shares. 2.1.1. Upon At the Closing, upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, assign, transfer and deliver convey to Buyer, and Buyer shall purchase and acquire from Seller, the Shares, free and clear of all any Liens (other than Liens under the Securities Act and any other transfer restrictions imposed thereon by 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. 2.1.1. Upon At the Closing and subject to and upon the terms and subject to the conditions set forth in of this Agreement, at the Closing, Seller Sellers shall sell, transfer transfer, convey, assign and deliver to Buyerthe Purchaser, and the Purchaser shall purchase, acquire and accept from the Sellers, all of the issued and outstanding shares (being 100 shares with no par value) of the Company (collectively, the “Purchased Shares”), free and clear of all Liens (other than Liens potential restrictions on resale 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. 2.1.1. Upon At the Closing and subject to and upon the terms and subject to the conditions set forth in of this Agreement, at the Closing, Seller Sellers shall sell, transfer transfer, convey, assign and deliver to Buyerthe Purchaser, and the Purchaser shall purchase, acquire and accept from the Sellers, all of the issued and outstanding shares of the Company (collectively, the “Purchased Shares”), free and clear of all Liens (other than Liens potential restrictions on resale 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. 2.1.1. Upon At the Closing and subject to and upon the terms and subject to the conditions set forth in of this Agreement, at the Closing, Seller Sellers shall sell, transfer transfer, convey, assign and deliver to Buyerthe Purchaser, and the Purchaser shall purchase, acquire and accept from the Sellers, all of the issued and outstanding shares (being 1 shares with no par value) of the Company (collectively, the “Purchased Shares”), free and clear of all Liens (other than Liens potential restrictions on resale 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. 2.1.1. Upon At the Closing (as hereinafter defined) and subject to and upon the terms and subject to the conditions set forth in of this Agreement, at the Closing, Seller shall sell, transfer transfer, convey, assign and deliver to Buyerthe Purchaser, and the Purchaser shall purchase, acquire and accept from the Seller, all free and clear of all Liens (other than Liens as disclosed herein and potential restrictions on resale 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. 2.1.1. Upon the terms On and subject to the conditions set forth in terms of this Agreement, at the Closing, Seller shall sell, transfer convey, transfer, assign and deliver the Shares to Buyer, free and clear of all any restrictions on transfer and Liens (other than Liens any restrictions under the Securities Act and any other applicable state or foreign securities Laws, and those imposed by the Pledge Agreement), and Buyer shall purchase the Shares from Seller, all right, title and interest in and to the Shares.

Purchase and Sale of Shares. 2.1.1. Upon At the Closing, upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, assign, transfer and deliver convey to Buyer, and Buyer shall purchase and acquire from Seller, the Shares, free and clear of all any Liens (other than Liens restrictions on transfer which arise 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. 2.1.1. Upon the terms and subject to the conditions set forth in of this Agreement, at the ClosingClosing (as defined below), Seller shall sellhereby sells, transfer transfers, assigns and deliver delivers to BuyerPurchaser, and Purchaser hereby purchases, accepts and assumes, the Shares, free and clear of all Liens liens, claims, rights, charges, options, rights of third parties, encumbrances, security interests or other restrictions or limitations of any nature whatsoever (other than Liens under the Securities Act "Liens") and any other restrictions on transferability under applicable state or foreign securities Laws), and Buyer shall purchase from Seller, all right, title and interest in and to the Shareslaws.

Purchase and Sale of Shares. 2.1.1. Upon At the Closing and subject to and upon the terms and subject to the conditions set forth in of this Agreement, at the Closing, Seller Sellers shall sell, transfer transfer, convey, assign and deliver to Buyerthe Purchaser, and the Purchaser shall purchase, acquire and accept from the Sellers, shares and other equity interests of the Company representing 85% of the total equity voting capital stock (collectively, the “Purchased Shares”), free and clear of all Liens (other than Liens potential restrictions on resale 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. 2.1.1. Upon the terms and subject to the conditions set forth in of this Agreement, at the Closing, Seller shall sell, transfer assign, transfer, convey and deliver to Buyerthe Acquired Shares, free and clear of all Liens any Encumbrances (other than Liens under the Securities Act any Encumbrance imposed at Closing by action of, or on behalf of, Purchaser or any of its Affiliates and any other restrictions on transfer under any applicable state or foreign securities Laws), to Purchaser and Buyer Purchaser shall purchase the Acquired Shares from Seller, all right, title and interest for the consideration specified below in and to the SharesSection 1.2.

Purchase and Sale of Shares. 2.1.1. Upon On the terms and subject to the conditions set forth in this Agreement, at on the Closing, Closing Date (as that term is hereinafter defined) Seller shall sellconvey, transfer transfer, assign, sell and deliver to BuyerBuyer the Shares and Buyer shall acquire, accept and purchase, free and clear of all Liens (other than Liens under the Securities Act as hereinafter defined) and any other applicable state subject to no conditions, restrictions or foreign securities Laws), and Buyer shall purchase from Sellercontingencies, all rightof the Shares and all rights, title and interest in and therein. Illegibility due to the Shares.poor condition of original document

Purchase and Sale of Shares. 2.1.1. Upon Subject to and in accordance with the terms and subject to the conditions set forth in this Agreement, Sellers shall sell, assign, transfer, convey and deliver to Buyer the Shares at the Closing, Seller shall sell, transfer and deliver to Buyer, free and clear of all any Liens (other than Liens any restrictions under the Securities Act and any other applicable federal or state or foreign securities Lawslaws), and Buyer shall purchase from Seller, all right, title and interest in and pay to Sellers the SharesAggregate Purchase Price (the “Purchase”).

Purchase and Sale of Shares. 2.1.1. (a) Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, transfer and deliver will sell to Buyer, and Buyer will purchase from Seller, all of the Purchased Shares free and clear of all Liens (other than Liens under in exchange for the Securities Act and any other applicable state or foreign securities Laws), and Buyer shall purchase from Seller, all right, title and interest payment of the Purchase Price as described in and to the SharesSection 1.02.

Purchase and Sale of Shares. 2.1.1. Upon At the Closing and subject to and upon the terms and subject to the conditions set forth in of this Agreement, at the Closing, Seller Sellers shall sell, transfer transfer, convey, assign and deliver to Buyerthe Purchaser, and the Purchaser shall purchase, acquire and accept from the Sellers, all of the issued and outstanding shares (being 100,000 ordinary shares of US$ 0.0001 par value each) of the Company (collectively, the “Purchased Shares”), free and clear of all Liens (other than Liens potential restrictions on resale 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. 2.1.1. Upon Subject to and in accordance with the terms and subject to the conditions set forth in of this Agreement, at the ClosingSeller shall, Seller shall sell, transfer transfer, assign and deliver the Shares to Buyerthe Purchaser, and the Purchaser shall purchase and acquire from the Seller, all rights, title and interest of the Seller in the Shares together with all rights (including, without limitation, all ancillary rights) now or hereafter attaching thereto, 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 SharesEncumbrances.

Purchase and Sale of Shares. 2.1.1. Upon At the Closing and subject to and upon the terms and subject to the conditions set forth in of this Agreement, at the Closing, Seller Sellers shall sell, transfer transfer, convey, assign and deliver to Buyerthe Purchaser, and the Purchaser shall purchase, acquire and accept from the Sellers, shares and other equity interests of the Company representing 75% of the total equity voting capital stock (collectively, the “Purchased Shares”), free and clear of all Liens (other than Liens potential restrictions on resale 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. 2.1.1. Upon At the Closing and subject to and upon the terms and subject to the conditions set forth in of this Agreement, at the Closing, Seller Sellers shall sell, transfer transfer, convey, assign and deliver to Buyer, and Buyer shall purchase, acquire and accept from Sellers, all of the Company Shares, free and clear of all Liens (other than Liens potential restrictions on resale 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. 2.1.1. Upon On the terms and subject to the conditions set forth in of this Agreement, at the Closing, Buyer shall acquire from Seller, and Seller shall sell, transfer sell and deliver to Buyer, free and clear all 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 ’s right, title and interest in and to the SharesShares free and clear of any Liens or any other encumbrance, for the consideration specified in this Article II.

Purchase and Sale of Shares. 2.1.1. Upon At the Closing (as hereinafter defined) and subject to and upon the terms and subject to the conditions set forth in of this Agreement, at the Closing, Seller shall sell, transfer transfer, convey, assign and deliver to Buyerthe Purchaser, and the Purchaser shall purchase, acquire and accept from the Seller, all of the issued and outstanding shares of the Subsidiaries (collectively, the “Purchased Shares”), free and clear of all Liens (other than Liens potential restrictions on resale 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. 2.1.1. Upon Subject to the terms and subject to the conditions set forth in of this Agreement, at the ClosingClosing (as defined in Section 2.01), the Seller shall sell, transfer convey, transfer, assign 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)Purchaser, and Buyer the Purchaser shall purchase purchase, acquire and accept from the Seller, all right, title and interest in and to the Shares, free and clear of any and all liens, claims, security interests, mortgages, restrictions, pledges, options, purchase rights, or obligations of any kind, other than restrictions on transfer under federal and applicable state securities laws (collectively, “Liens”).

Purchase and Sale of Shares. 2.1.1. Upon At the Closing, and upon the terms and subject to the conditions set forth in this AgreementAgreement and applicable Legal Requirements, at (a) the Closing, Seller Sellers shall sell, transfer and deliver convey to Buyer, and Buyer shall acquire and purchase, all of the Company Stock, free and clear of all Liens Encumbrances (other than Liens under those created by Buyer or otherwise arising out of the Securities Act Contemplated Transactions) and any other applicable state or foreign securities Laws(b) Buyer shall pay and deliver the Purchase Price to the Seller Representative (for the benefit of the Sellers), and Buyer shall purchase from Seller, all right, title and interest in and to the Sharesaccordance with Section 2.02.

Purchase and Sale of Shares. 2.1.1. Upon At the Closing and subject to and upon the terms and subject to the conditions set forth in of this Agreement, at the Closing, Seller Sellers shall sell, transfer transfer, convey, assign and deliver to Buyerthe Purchaser, and the Purchaser shall purchase, acquire and accept from the Sellers, all of the issued and outstanding capital shares of the Company owned by such Sellers (collectively, the “Purchased Shares”), free and clear of all Liens (other than Liens potential restrictions on resale 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. 2.1.1. Upon At the Closing and subject to and upon the terms and subject to the conditions set forth in of this Agreement, at the Closing, Seller Sellers shall sell, transfer transfer, convey, assign and deliver to Buyerthe Purchaser, and the Purchaser shall purchase, acquire and accept from the Sellers, all of the issued and outstanding shares (being 100 shares of [Rm 1.00] par value each) of the Company (collectively, the “Purchased Shares”), free and clear of all Liens (other than Liens potential restrictions on resale 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. 2.1.1. Upon the terms and subject to the conditions set forth in of this Agreement, at the ClosingClosing (as defined in Section 1.2), Seller shall the Sellers will sell, transfer convey, transfer, assign and deliver to BuyerBuyer (or one or more of its assignees) all of the Shares now owned by or issued to the Sellers or to which the Sellers may be entitled, free and clear of all Liens (other than Liens under the Securities Act and any other applicable state Liens, claims or foreign securities Laws), and Buyer shall purchase from Seller, all right, title and interest in and to the Sharesencumbrances.

Purchase and Sale of Shares. 2.1.1. Upon At the Closing and subject to and upon the terms and subject to the conditions set forth in of this Agreement, at the Closing, Seller Sellers shall sell, transfer transfer, convey, assign and deliver to Buyerthe Purchaser, and the Purchaser shall purchase, acquire and accept from the Sellers, all of the issued and outstanding shares of the Company (collectively, the “Exchange Shares”), free and clear of all Liens (other than Liens potential restrictions on resale 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. 2.1.1. Upon Subject to the terms and subject to the conditions set forth in of this Agreement, at the ClosingClosing (as defined in Section 3 of this Agreement), Seller the Selling Shareholders shall each sell, transfer convey, transfer, and deliver assign, upon the terms and conditions hereinafter set forth, to Buyer, free and clear of all Liens (other than Liens under the Securities Act liens, pledges, claims, and any other applicable state or foreign securities Laws)encumbrances of every kind, nature and description, and Buyer shall purchase and accept from Sellerthe each Selling Shareholder their Owned Shares, all right, title and interest in and to of the Sharesoutstanding capital stock of the Company.

Purchase and Sale of Shares. 2.1.1. Upon At the Closing and subject to and upon the terms and subject to the conditions set forth in of this Agreement, at the Closing, Seller shall sell, transfer transfer, convey, assign and deliver to Buyerthe Purchaser, and the Purchaser shall purchase, acquire and accept from the Seller, 100% of the issued and outstanding Equity Securities of the Company (the “Company Shares”), free and clear of all Liens (other than Liens potential restrictions on resale 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. 2.1.1. Upon At the Closing and subject to and upon the terms and subject to the conditions set forth in of this Agreement, at the Closing, Seller Sellers shall sell, transfer transfer, convey, assign and deliver to Buyerthe Purchaser, and the Purchaser shall purchase, acquire and accept from the Sellers, all of the issued and outstanding shares (being 29,976 shares of no par value each) and other equity interests in or of the Company (collectively, the “Purchased Shares”), free and clear of all Liens (other than Liens potential restrictions on resale under the Securities Act and any other applicable state or foreign securities Laws) (the “Transaction”), and Buyer shall purchase from Seller, all right, title and interest in and to the Shares.

Purchase and Sale of Shares. 2.1.1. Upon the terms and subject to the conditions set forth in of this Agreement, at the ClosingClosing (as defined in Section 1.2), the Seller shall will sell, transfer convey, transfer, assign and deliver to BuyerBuyer (or one or more of its assignees) all of the Shares of the Company now owned by or issued to the Seller or to which the Seller may be entitled, free and clear of all Liens (other than Liens under the Securities Act and any other applicable state Liens, claims or foreign securities Laws), and Buyer shall purchase from Seller, all right, title and interest in and to the Sharesencumbrances.

Purchase and Sale of Shares. 2.1.1. Upon the terms and subject to the terms and conditions set forth in of this Agreement, at the Closing, Seller shall sell, transfer and deliver sell 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, free and clear of all Liens, for the consideration specified in Section 1.2.

Purchase and Sale of Shares. 2.1.1. Upon At the Closing (as defined in Section 2.1) and subject to and upon the terms and subject to the conditions set forth in of this Agreement, at the Closing, Seller Sellers shall sell, transfer transfer, convey, assign and deliver to Buyerthe Purchaser, and the Purchaser shall purchase, acquire and accept from the Sellers, all of the issued and outstanding shares (being 300,000,000 shares of $0.001 par value each) of the Company (collectively, the “Purchased Shares”), free and clear of all Liens (other than Liens potential restrictions on resale 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. 2.1.1. Upon At the Closing and subject to and upon the terms and subject to the conditions set forth in of this Agreement, at the Closing, Seller shall sell, transfer transfer, convey, assign and deliver to Buyerthe Purchaser, and the Purchaser shall purchase, acquire and accept from the Seller, all of the issued and outstanding shares and other equity interests in or of the Company (collectively, the “Purchased Shares”), free and clear of all Liens (other than Liens potential restrictions on resale 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. 2.1.1. Upon On the terms and subject to the conditions set forth hereof, and in reliance upon the respective representations, warranties, covenants and agreements of each of the respective parties to this Agreement, at the Closing, Seller shall will sell, assign, transfer and deliver convey to Buyer, and Buyer will purchase and acquire from Seller, the Shares, free and clear of all Liens, except 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 Sharescreated by Buyer.

Purchase and Sale of Shares. 2.1.1. Upon (a) At the Closing, upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, assign, transfer and deliver convey to the Buyer, and the Buyer shall purchase and acquire from the Seller, the Shares, free and clear of all Liens and transfer restrictions (other than Liens restrictions under the Securities Act applicable federal and any other applicable state or foreign securities Lawslaws), and Buyer shall purchase from Seller, all right, title and interest against payment of the Purchase Price at the Closing as provided in and to the SharesSection 1.01(b) below.

Purchase and Sale of Shares. 2.1.1. Upon Subject to and upon the terms and subject to the conditions set forth in of this Agreement, at the Closing, Seller shall sell, transfer assign, transfer, convey, and deliver to Buyer, and Buyer shall purchase and accept delivery of all of the Shares (as defined in Section 2.2 below), free and clear of all Liens liens, claims, charges, security interests, pledges, options, rights of first refusal, first offer rights, and any other encumbrances or restrictions of any nature whatsoever (other than Liens under applicable securities laws) (the Securities Act and any other applicable state or foreign securities Laws"Stock Sale"), and Buyer shall purchase from Seller, all right, title and interest in and to the Shares.

Purchase and Sale of Shares. 2.1.1. Upon On the terms and subject to the conditions set forth in this Agreement, including the completion of the Restructuring Transactions, at the Closing, Seller the Share Sellers shall sell, convey, assign, transfer and deliver deliver, as legal and beneficial owners, to Buyerthe Acquiror, and the Acquiror shall purchase, acquire and accept from the Share Sellers, 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 SellerLiens, all right, title and interest in and to the Shares.

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 Sellers shall sell, assign, transfer and deliver convey to Buyerthe Purchaser, free and clear of all Liens (other than Liens under the Securities Act and any other applicable state or foreign securities Laws)Liens, and Buyer the Purchaser shall purchase and acquire from Sellerthe Sellers, all right, title and interest of the Shares owned by the Sellers in and exchange for a cash payment at the Closing equal to the SharesEstimated Purchase Price, which shall be subject to adjustment following the Closing pursuant to Section 2.04.

Purchase and Sale of Shares. 2.1.1. Upon At the Closing and subject to and upon the terms and subject to the conditions set forth in of this Agreement, at the Closing, Seller Sellers shall sell, transfer transfer, convey, assign and deliver to Buyerthe Purchaser, and the Purchaser shall purchase, acquire and accept from the Sellers, all of the issued and outstanding shares and other equity interests in or of the Company (collectively, the “Purchased Shares”), free and clear of all Liens (other than Liens potential restrictions on resale 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. 2.1.1. Upon On the terms and subject to the conditions set forth in of this Agreement, at the Closing, Buyer shall acquire from Seller, and Seller shall sell, transfer sell and deliver to Buyer, free and clear all 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 ’s right, title and interest in and to the Shares, free and clear of all Liens, for the consideration specified in this Article II.

Purchase and Sale of Shares. 2.1.1. Upon Subject to the terms and subject to the conditions set forth in this AgreementAgreement and the other Transaction Documents, at the Closing, Seller shall as more particularly set forth below, Sellers will sell, assign, transfer and deliver to BuyerBuyer all of the Shares, free and clear of all Liens (other than Liens under the Securities Act and any other applicable state or foreign securities Laws)Liens, and Buyer shall will purchase and/or accept from SellerSellers, all of the Sellers’ right, title and interest in and to the Shares.

Purchase and Sale of Shares. 2.1.1. Upon On the terms and subject to the conditions provided in this Agreement, in consideration of the payment of the purchase price set forth in this AgreementSection 1.2, at the Closing, the Seller shall sell, convey, assign, transfer and deliver to BuyerPurchaser the Shares, 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 SharesEncumbrances.

Purchase and Sale of Shares. 2.1.1. Upon At the Closing and subject to and upon the terms and subject to the conditions set forth in of this Agreement, at the Closing, Seller Sellers shall sell, transfer transfer, convey, assign and deliver to Buyerthe Purchaser, and the Purchaser shall purchase, acquire and accept from the Sellers, all of the issued and outstanding shares and other equity interests of the Company (collectively, the “Purchased Shares”), free and clear of all Liens (other than Liens potential restrictions on resale 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.