Purchase and Sale of Sold Shares Sample Clauses

Purchase and Sale of Sold Shares. Subject to the terms and conditions set forth in this Agreement, on the Closing Date:
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Purchase and Sale of Sold Shares. Based upon the representations and warranties and subject to the terms and conditions set forth in this Agreement, on the Closing Date, Seller will sell, assign and transfer to Buyer, and Buyer will purchase and acquire, all of Seller's right, title and interest in and to the Sold Shares, free and clear of all Encumbrances other than Encumbrances imposed by federal and state securities Laws.
Sample 1
Purchase and Sale of Sold Shares. On and subject to the terms and -------------------------------- conditions of this Agreement, Imperial agrees to purchase from LRI and LRI agrees to sell, assign, transfer, convey and deliver to Imperial at Closing all of LRI's right, title and interest in and to the shares of capital stock (collectively the "Sold Shares") of each company (collectively, the "Sold Companies") as follows:
Sample 1
Purchase and Sale of Sold Shares. 1.01 The Purchase and Sale of Sold Shares. Subject to the terms and conditions set forth in this Agreement, on the Closing Date, Seller will sell, assign and transfer to Buyer, and Buyer will purchase and acquire, all of Seller’s right, title and interest in and to the Sold Shares, free and clear of all Liens other than (i) generally applicable transfer restrictions imposed by federal and state or foreign securities Laws and (ii) Liens that may be created by or on behalf of Buyer or any of its Affiliates.
Sample 1
Purchase and Sale of Sold Shares. On the terms and subject to the conditions set forth herein, on the Sched- uled Closing Date, Seller agrees to cause the Selling Companies to sell to the Purchasing Companies all of the Sold Shares, each of the Selling Companies agrees to sell to the Purchasing Companies the Sold Shares owned by it, and Purchaser agrees to cause the Purchas- ing Companies to purchase from each of the Selling Companies all of the Sold Shares and each of the Purchasing Companies agrees to purchase the Sold Shares from the Selling Companies as set forth on Schedule 2.1. Notwithstanding the foregoing, the obligation of the parties hereto to purchase and sell the Sold Shares shall be subject to and effective only upon the receipt of approval of such sale and purchase described in Section 6.1(a)(i). On the terms and subject to the conditions set forth herein, on the Scheduled Closing Date, Seller agrees to cause BTR Australia Limited to sell to Xxxxx- Illinois (Australia) Pty Limited and Purchaser agrees to cause Xxxxx-Illinois (Australia) Pty Limited to purchase from BTR Austra- lia Limited all of the outstanding principal amount of the Convert- ible Notes.
Sample 1
Purchase and Sale of Sold Shares. 2.1 Subject to the terms and conditions of this Agreement, Seller as the beneficial owner hereby sells the Sold Shares hereunder and Purchaser hereby purchases such Sold Shares which are not subject to any claim, mortgage, lien, charge, any other security, encumbrance or any interest of any third party as from the Closing Date, together with all rights and interests attached to the Sold Shares, including all dividends and distributions announced, made or paid after the date of this Agreement.
Sample 1

Related to Purchase and Sale of Sold 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 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 Closing 2.01. Purchase and Sale of the Shares........................................................................... 10 2.02.

  • Purchase and Sale of Purchased Shares At the Closing and on the terms and subject to the conditions set forth in this Agreement, Sellers shall sell and deliver to Purchaser, and Purchaser shall purchase from Sellers and pay therefor, the Purchased Shares, free and clear of any and all Encumbrances and in suitable form for transfer to Purchaser.

  • Purchase and Sale of Shares and Warrants Subject to the satisfaction (or waiver) of the conditions to Closing set forth in this Agreement and the Escrow Agreement, each Subscriber shall purchase the Shares and Warrants for the portion of the Purchase Price indicated on the signature page hereto, and the Company shall sell such Shares and Warrants to the Subscriber. The Purchase Price for the Shares and Warrants shall be paid in cash. The entire Purchase Price shall be allocated to the Shares.

  • Purchase and Sale of Stock Purchaser hereby agrees to purchase from the Company, and the Company hereby agrees to sell to Purchaser, an aggregate of 37,500 shares of the Common Stock of the Company (the "Stock") at $0.01 per share, for an aggregate purchase price of $375.00, payable in cash. The closing hereunder, including payment for and delivery of the Stock, shall occur at the offices of the Company immediately following the execution of this Agreement, or at such other time and place as the parties may mutually agree (the "Closing").

  • Purchase and Sale of Units The Purchaser hereby subscribes for and purchases from the Company, and the Company hereby issues and sells to the Purchaser, 20,000 units (the “Initial Units”) at a purchase price of approximately $.004348 per Initial Unit for an aggregate purchase price of $86.84. Each Initial Unit consists of one share of Common Stock and one warrant (an “Initial Warrant”) to purchase one additional share of Common Stock for $7.00 in accordance with the terms of the Warrant Agreement to be entered into by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, which shall be substantially in the form attached hereto as Exhibit A (the “Warrant Agreement”). The Initial Units, together with the underlying Common Stock and the Initial Warrants, are referred to herein as the “Securities.”

  • Purchase and Sale of Common Shares (a) Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties set forth in Schedule B to this Agreement, the Purchaser hereby agrees to purchase from the Company and the Company hereby agrees to sell to the Purchaser, on the Closing Date, 104,500,000 Common Shares (the “Purchased Shares”) at a price of $48.60 per Purchased Share for an aggregate purchase price of $5,078,700,000 (the “Share Purchase Price”).

  • Purchase and Sale of the Units Subject to the terms and conditions of this Agreement, on the Closing Date, each Investor shall purchase, and the Company shall sell and issue to each Investor, the number of Units set forth opposite the Investor’s name on the signature page attached hereto at a price per Unit equal to the Per Unit Purchase Price.

  • Purchase and Sale of the Shares Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell to the Purchaser, and the Purchaser shall purchase from the Seller, the Shares.

  • Purchase and Sale Closing 19 Section 2.1 Purchase and Sale of Acquired Assets 19 Section 2.2 Excluded Assets 20 Section 2.3 Assumption of Assumed Liabilities 22 Section 2.4 Excluded Liabilities 23 Section 2.5 Purchase Price 25 Section 2.6 Certain Adjustments to Base Purchase Price 25 Section 2.7 Proration 28 Section 2.8 Allocation of Purchase Price 30 Section 2.9 Closing 30 Section 2.10 Deliveries by Seller at Closing 30 Section 2.11 Deliveries by Buyer at Closing 32 Section 2.12 Guaranties 34 ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER 34 Section 3.1 Organization and Existence 34 Section 3.2 Authority and Enforceability 34 Section 3.3 No Conflicts; Consents and Approvals 34 Section 3.4 Legal Proceedings 35 Section 3.5 Compliance with Laws; Permits 35 Section 3.6 Title to Acquired Assets 36 Section 3.7 Assets Used in Operation of the Facilities 36 Section 3.8 Material Contracts 37 Section 3.9 Insurance 39 Section 3.10 Taxes 39 Section 3.11 Environmental Matters 39 Section 3.12 Employment and Labor Matters 40 Section 3.13 Employee Benefit Plans 42 Section 3.14 Condemnation 42 Section 3.15 Financial Information 42 Section 3.16 Absence of Certain Changes 43 Section 3.17 Real Property 43 Section 3.18 Regulatory Status 44 Section 3.19 Brokers 44 Section 3.20 Complete Copies 44 Section 3.21 Capacity Markets; Winter Reliability Program 44 Section 3.22 Exclusive Representations and Warranties 45

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