Purchase and Sale of Target Shares Clause Samples
The "Purchase and Sale of Target Shares" clause defines the agreement between parties for the transfer of ownership of shares in a specified company, known as the target. It typically outlines the number and class of shares being sold, identifies the buyer and seller, and may specify the timing and conditions of the transfer. This clause serves to clearly establish the fundamental transaction at the heart of a share purchase agreement, ensuring both parties understand what is being bought and sold and under what terms, thereby reducing the risk of disputes over the subject matter of the deal.
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Purchase and Sale of Target Shares. Subject to the terms and conditions of this Agreement, the Purchaser irrevocably agrees to acquire the Target Shares from the Target Shareholders and the Target Shareholders irrevocably agree to exchange, assign and transfer the Target Shares to the Purchaser, free and clear of all Liens, on the terms and conditions herein set forth, in consideration for the issuance by the Purchaser of the Consideration Securities to the Target Shareholders, such that, at Closing, the Target will become a wholly-owned subsidiary of the Purchaser.
Purchase and Sale of Target Shares. Upon the terms and subject to the conditions of this Agreement, Seller hereby sells, assigns, and transfers to Buyer, and Buyer hereby purchases from Seller, the Target Shares for a total purchase price equal to the Final NAV, as defined in and determined in accordance with Section 1.5 of this Agreement. Seller hereby notifies GC Advisors, and GC Advisors hereby consents, to the transfer of the Target Shares for all purposes of the trust agreements of the Targets as in effect (the “Targets Trust Agreements”).
Purchase and Sale of Target Shares. Subject to the terms and conditions of this Agreement, at the Closing, the Sellers shall sell and deliver to Purchaser and Purchaser shall purchase from Sellers all of the Target Shares, free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Purchaser certificates evidencing the Target Shares owned by such Seller (which, in the aggregate, shall constitute all of the Target Shares), duly endorsed for transfer or accompanied by duly executed stock powers.
Purchase and Sale of Target Shares. 2.1 2.2 2.3 2.4 2.5 Basic Transaction Deliveries Purchase Price The Closing Allocation of Purchase Price
Purchase and Sale of Target Shares. 5 (a) Basic Transaction.. . . . . . . . . . . . . . . . . . . . .5 (b)
Purchase and Sale of Target Shares. (a) Basic Transaction On and subject to the terms and conditions of this Agreement, Buyer agrees to purchase from Seller, and Seller agrees to sell to Buyer, Target Shares for the consideration specified below in this Section 2.
(b) Purchase Price Buyer agrees to pay to Sellers at the Closing One Dollar ($1.00) (the "Purchase Price") by check or cash payment.
(c) Closing The closing of the transactions contemplated by this Agreement (the "Closing") shall take place at the offices of Seller, in Duluth, Georgia, commencing at 9:00 a.m. local time on the second business day following the satisfaction or waiver of all conditions to the obligations of the Parties to consummate the transactions contemplated hereby (other than conditions with respect to actions the respective Parties will take at the Closing itself) or such other date as Buyer and Seller may mutually determine. The Closing shall be deemed to have taken place as of the close of business on July 31, 2003 (the "Closing Date").
(d) Deliveries at Closing At the Closing, (i) Seller will deliver to Buyer the various certificates, instruments, and documents referred to in Section 7(a) below, (ii) Buyer will deliver to Sellers the various certificates, instruments and documents referred to in Section 7(b) below, (iii) Seller will deliver to Buyer stock certificates representing Target Shares, endorsed in blank or accompanied by duly executed assignment documents together with the stock certificates representing the Retained Equity Interests and (iv) Buyer will deliver to Seller the Purchase Price.
Purchase and Sale of Target Shares. (A) BASIC TRANSACTION. (B) ESCROW. (C) TOTAL CONSIDERATION AND TERMS.
(D) NET PAYABLE ADJUSTMENT. (E) NONCOMPETE. (F) THE CLOSING. (G) DELIVERIES AT THE CLOSING.
Purchase and Sale of Target Shares. AEDC agrees to acquire from Sellers and Sellers agree to transfer, assign, convey and deliver to AEDC at the Closing, all right, title and interest in and to an aggregate of One Thousand (1,000) shares of capital stock of Target (hereinafter the "Target Shares") in exchange for an aggregate of One Million (1,000,000) shares of common stock of AEDC (hereinafter the "AEDC Shares"). Each Seller shall receive a number of AEDC Shares equal to 1,000 times the number of Target Shares delivered by such Seller. Such exchange is intended as an exchange exempt from qualification under the Texas Corporations Code and under Federal tax law.
Purchase and Sale of Target Shares. The Closing. ------------- The closing of the transactions contemplated by this Agreement and the Stock Purchase Agreement (the "Closing") shall take place at the offices of ------- ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ at ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, commencing at 10:00 a.m. local time on January 18, 2001, or, if any of the conditions set forth in Section 6(a) (other than conditions with respect to actions the respective Parties will take at the Closing itself) has not been satisfied, a later date selected by the Buyer, which date shall be within five business days following the satisfaction or waiver of all conditions to the obligations of the Parties to consummate the transactions contemplated hereby (other than conditions with respect to actions the respective Parties will take at the Closing itself).
Purchase and Sale of Target Shares. Subject to the terms and conditions of this Agreement, the Purchaser irrevocably agrees to acquire the Target Shares from the Target Vendors and the Target Vendors irrevocably agree to exchange, assign and transfer the Target Shares to the Purchaser, free and clear of all Liens, on the terms and conditions herein set forth, in consideration for the payment of the Purchase Price by the Purchaser to the Target Vendors and the Target Special Warrant Trustee on behalf of the Target Vendors and the Target Noteholders, such that, immediately following the Closing, all of the issued and outstanding Target Shares will be owned by the Purchaser.