Purchase and Sale of the Equity Interests. Subject to the terms and conditions of this Agreement, at the Closing, Sellers shall sell, transfer and deliver to Acquiror, and Acquiror will purchase and acquire from Sellers, all of the Equity Interests, free and clear of all Liens.
Purchase and Sale of the Equity Interests. (i) At the Closing, upon the terms and subject to the conditions of this Agreement, Seller will sell, transfer, assign, convey and deliver to Purchaser, and Purchaser will purchase and accept from Seller, the Equity Interests of each Target Entity set forth beside such Target Entity’s name in Section 2.1(a)(i) of the Seller Disclosure Schedule free and clear of all Encumbrances as contemplated in this Article II.
Purchase and Sale of the Equity Interests. Upon the terms and subject to the conditions of this Agreement and the Plan, at the Closing, the Seller shall sell to the Purchaser the Purchased Assets, and the Purchaser shall purchase the Purchased Assets.
Purchase and Sale of the Equity Interests. (a) At the Principal Closing, upon the terms and subject to the conditions of this Agreement, Sapphire agrees to cause the Equity Sellers to sell, assign, transfer, convey and deliver to Buyer, and Buyer agrees to, or to cause its Affiliates to, purchase, acquire and accept from the Equity Sellers, all of the Equity Sellers’ right, title and interest in and to the Principal Business Equity Interests; provided, however, that the sale of the Put Option Equity under the Transfer Agreements is subject to the exercise of the applicable Put Option.
Purchase and Sale of the Equity Interests. Upon the terms and subject to the conditions set forth herein, at the Closing, Seller shall cause the Equity Selling Entities to sell to Purchaser (or, if directed by Purchaser, to Holdings or any direct or indirect wholly owned Subsidiary (which for this purpose, shall include any Subsidiary in which there exists a de minimis shareholder as required by local law) of Purchaser so designated by Purchaser (any such entity, a “Permitted Designee”)), and Purchaser (or its Permitted Designee) agrees to purchase from the Equity Selling Entities, free and clear of all Liens, all right, title and interest in and to the Equity Interests.
Purchase and Sale of the Equity Interests. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Sellers shall sell to the Purchaser the Transferred Equity Interests and the Sellers shall retain the Retained Equity Interests, and the Purchaser shall pay to the Sellers the consideration specified in Section 2.02 for such Transferred Interest. For the sake of clarity, the Sellers shall each be responsible for the following portion of the Transferred Equity Interests: (i) Xxxxxx 33%, (ii) Xxxxxxx Xxxxxxxxx 12%, and (iii) Xxxx Xxxxx 5%.
Purchase and Sale of the Equity Interests. Upon the terms and subject to the conditions of this Agreement, (a) at the First Closing (defined below), (i) Xing Wei shall sell to Buyer 1, and Buyer 1 shall purchase from Xing Wei, 100% of the Equity Interests in Zhongxiao (“Zhongxiao Shares”), and (ii) ATA Learning shall sell to Buyer 2, and Buyer 2 shall purchase from ATA Learning, 7.5% of the Equity Interests in ATA Online (“7.5% ATA Online Shares”); (b) at the Second Closing (defined below), ATA Learning shall sell to Buyer 3, Buyer 4, Buyer 5 and Buyer 6, and Buyer 3, Buyer 4, Buyer 5 and Buyer 6 shall purchase from ATA Learning, 1.5%, 10.6%, 10% and 9.4% of the Equity Interests in ATA Online, respectively (collectively, “31.5% ATA Online Shares”, and together with 7.5% ATA Online Shares, “ATA Online Shares”); and (c) at the Third Closing (defined below), ATA BVI shall sell to Buyer 7, and Buyer 7 shall purchase from ATA BVI, 100% of the Equity Interests in ATA Learning (“ATA Learning Shares”), in each case, free and clear of any and all Encumbrances. The Parties acknowledge and agree that although the consummation of the transactions contemplated under this Agreement at the First Closing, the Second Closing and the Third Closing shall occur at separate times, they shall be deemed to be inter-conditional and part of the same overall transaction.
Purchase and Sale of the Equity Interests. At the Closing, the Seller will sell, convey, assign, transfer and deliver to the Purchaser, and the Purchaser will purchase from the Seller, all of the Seller's right, title and interest in and to the Equity Interests in accordance with terms and conditions set forth in this Agreement. The aggregate consideration to be paid by the Purchaser with respect to the Equity Interests shall be $19,202,700.82, which shall be used to satisfy all outstanding obligations under the Credit Facility.
Purchase and Sale of the Equity Interests. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, convey, assign, transfer and deliver to (i) Buyer, free and clear of all Liens other than Buyer Liens and Liens under securities Laws, and Buyer shall purchase, acquire and accept from Seller all of Seller’s right, title and interest in and to the Acquired Interests of Thoreau Holdco and (ii) Worldwide, as a designee of Buyer, free and clear of all Liens other than Buyer Liens and Liens under securities Laws, and Worldwide shall, as a designee of Buyer, purchase, acquire and accept from Seller all of Seller’s right, title and interest in and to the Acquired Interests of NCE.
Purchase and Sale of the Equity Interests. On the terms and subject to the conditions of this Agreement, on the Closing Date, immediately prior to the First REIT Merger, REIT Subsidiary and REIT LLC shall convey, sell, transfer, deliver and assign to LM DV Infra, and LM DV Infra shall purchase, acquire and accept from REIT Subsidiary or REIT LLC, as applicable, all of REIT Subsidiary’s or REIT LLC’s right, title and interest in and to the Equity Interests, in each case free and clear of any Encumbrances, other than any restrictions on transfer arising under applicable securities Law and other Permitted Encumbrances.
