Purchase and Sale of the Company Shares. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser will purchase, acquire and accept from each Seller, and each Seller will sell, assign, transfer, convey and deliver to Purchaser, free and clear of all Liens (other than Permitted Liens), the Company Shares held by such Seller in exchange for such Seller’s portion of the Purchase Price (as further set forth below).
Purchase and Sale of the Company Shares. On the terms and subject to the conditions of this Agreement, Buyer agrees to purchase the Company Shares from Sellers, and Sellers agree to sell the Company Shares to Buyer.
Purchase and Sale of the Company Shares. Subject to the terms and conditions of this Agreement, on the date hereof, the Shareholder agree to sell and convey to Buyer, free and clear of all Encumbrances (as defined in Section 2.1.8.1 hereof), and Buyer agrees to purchase and accept from the Shareholder, all of the Company Shares. In consideration of the sale of the Company Shares, Buyer shall pay to the Shareholder $7,000,000 in cash by wire transfer of immediately available funds, and the Cash Adjustment Payment (as defined in Section 1.3 hereof), if any, in accordance with Section 1.3 hereof.
Purchase and Sale of the Company Shares. Upon the terms and subject to the conditions herein set forth, Seller agrees to sell, convey, transfer, assign and deliver to Buyer and Buyer agrees to purchase and accept from Seller, on the Closing Date, the Company Shares as set forth on Schedule 2(a), being all of the fully paid ordinary shares in the capital of the Company.
Purchase and Sale of the Company Shares. 9 2.1 Basic Transaction............................................... 9 2.2 The Closing..................................................... 9 2.3
Purchase and Sale of the Company Shares. Upon the terms and subject to the conditions set forth herein, and pursuant to the Plan of Reorganization, at the Closing, Purchaser shall deposit with the Paying Agent for distribution to the Eligible Members pursuant to the Paying Agent Agreement, an amount equal to the Eligible Member Payment, and the Company shall transfer and deliver to Purchaser or an Affiliate of Purchaser so designated by Purchaser, one hundred percent (100%) of the Company Shares, free and clear of all Liens (other than any restrictions under the Securities Laws or Liens created by or resulting from actions of Purchaser).
Purchase and Sale of the Company Shares. Upon and subject to the terms and conditions of this Agreement, Purchaser hereby undertakes to purchase from each Seller, and each Seller hereby undertakes to sell and transfer to Purchaser all legal and beneficial interest in that number of Company Shares set forth opposite such Seller’s name in Schedule 1 hereto together with all rights now or hereafter attaching thereto.
Purchase and Sale of the Company Shares. Subject to the terms and conditions of this Agreement, on the date hereof, the Shareholder agrees to sell and convey to Buyer, free and clear of all Encumbrances (defined below) and Buyer agrees to purchase and accept from the Shareholder, all of the Company Shares and all of the Shareholder-Owned Subsidiary Shares. In consideration of the sale of the Company Shares and the Shareholder-Owned Subsidiary Shares, Buyer shall pay to the Shareholder $9,575,000 in cash by wire transfer of immediately available funds, and the Cash Adjustment Payment (as defined in Section 1.3 hereof), if any, in accordance with Section 1.3 hereof. In addition, on the date hereof Buyer shall pay to the Shareholder $525,000 in satisfaction of all debts remaining due to the Shareholder or irs affiliates on the date hereof. The term AEncumbrances@ means all liens, security interests, pledges, mortgages, deed of trust, claims, rights of first refusal, options, charges, restrictions or conditions to transfer or assignment, liabilities, obligations, privileges, equities, easements, rights-of-way, limitations, reservations, restrictions and other encumbrances of any kind or nature.
Purchase and Sale of the Company Shares. On the terms and subject to the conditions set forth in this Agreement, at the Closing, (i) each Seller shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase, acquire and accept from Sellers, the full legal and beneficial title and interest in and to the number of Company Shares set forth opposite such Seller’s name in Schedule 2.2, free and clear of all Liens (ii) each Exercised Other EMI Option shall be exercised immediately prior to, and conditional upon, Closing and the resulting Company Shares issued in respect thereof to the Exercising Other EMI Optionholder will be acquired by Buyer in the manner provided by Section 1.5(b), (iii) each Exercised Minor EMI Option shall be exercised immediately prior to, and conditional upon, Closing and the resulting Company Shares issued in respect thereof to the Exercising Minor EMI Optionholder will be acquired by Buyer in the manner provided by Section 1.5(c), (iv)(A) each Exercised Unapproved Option shall be exercised immediately prior to, and conditional upon, Closing and the resulting Company Shares issued in respect thereof to the Exercising Unapproved Optionholder will be acquired by Buyer in the manner provided by Section 1.5(d) and (B) each Rollover Unapproved Option shall be surrendered and cancelled in exchange for a grant by Buyer of substitute options to acquire shares of Buyer Common Stock in the manner provided by Section 1.5(d), (v) each Minor ISO shall be cancelled and converted into the right to receive, for each Company Share subject to the cancelled Minor ISO, an amount in cash in the manner provided by Section 1.5(e)(i)), (vi)(A) each Cashed-Out Other ISO shall be cancelled and converted into the right to receive an amount in cash in the manner provided by Section 1.5(e)(ii) and (B) each Rollover ISO will be surrendered and cancelled in exchange for a grant by Buyer of substitute options to acquire shares of Buyer Common Stock in the manner provided by Section 1.5(e)(ii) and (vii) the Company Warrants will be (A) to the extent such Company Warrants are exercised as of immediately prior to Closing, exercised and the resulting Company Shares issued in respect thereof to the holder of the Company Warrant will be acquired by Buyer in the manner provided by Section 1.5(g)(i) or, (B) to the extent such Company Warrants are outstanding and not exercised as of immediately prior to Closing, transferred to Buyer in exchange for an amount in cash and Buyer Common Stock in the ...
Purchase and Sale of the Company Shares. Upon the terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell, transfer, convey, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller, all rights, title and interest in and to the Company Shares, free and clear of all Liens, excepting only restrictions on the subsequent transfer of the Company Shares by Purchaser imposed under applicable securities laws.
