Purchase and Sale of the Ownership Interests Sample Clauses

Purchase and Sale of the Ownership Interests. Buyer and Sellers hereby agree that upon the terms and subject to the satisfaction or waiver, if permissible, of the conditions set forth herein, Sellers shall sell, transfer and deliver to Buyer, and Buyer shall purchase from Sellers, free and clear of all Encumbrances, ninety-nine percent (99%) of the membership interests in Van Keuren (the “Ownership Interest”) for a purchase price equal to one million (1,000,000) shares of common stock of the Parent, par value $0.001 per share (the “Purchase Price”).
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Purchase and Sale of the Ownership Interests. On the Closing Date, Acquiror OP shall purchase from NPI the percentage of ownership interests in the NPI Entities as more particularly set forth on Schedule 1 hereto pursuant to the terms and conditions set forth herein (the “Purchase and Sale”) and pursuant to a purchase and sale agreement by and between NPI and Acquiror OP (the “PSA”).
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Purchase and Sale of the Ownership Interests. For the consideration and upon and subject to the terms, provisions and conditions of this Contract, Seller hereby sells and transfers to Purchaser all of Seller’s right, title and interest in and to the Ownership Interests, free and clear of all Encumbrances, other than Encumbrances arising from the pledge of the equity of the Company under the Subordinated Pledge Agreement. For the avoidance of doubt, Purchaser shall not acquire and Seller shall retain all abandoned or unclaimed property reportable under any state or federal abandoned or unclaimed property, escheat or similar Law where the dormancy period elapsed prior to the Closing Date.
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Purchase and Sale of the Ownership Interests. (a) Upon the terms and subject to the conditions set forth in this Agreement, and in reliance upon the representations and warranties hereinafter set forth, at the Closing Naked Edge shall sell and deliver to Mister Goody, and Mister Goody shall purchase and accept from Naked Edge, a number of Common Ownership Interests that will result in Mister Goody owning fifty percent (50.0%) of the outstanding Common Ownership Interests immediately after the Closing, free and clear of all Liens, and together with all rights and obligations attaching thereto.
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Purchase and Sale of the Ownership Interests. (a) The “
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Purchase and Sale of the Ownership Interests. For the consideration and upon and subject to the terms, provisions and conditions of this Contract, Seller hereby sells and transfers to Purchaser the Ownership Interests, free and clear of all Encumbrances.
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Purchase and Sale of the Ownership Interests. Buyer and Seller hereby agree that upon the terms and subject to the satisfaction or waiver, if permissible, of the conditions set forth herein, Seller shall sell, transfer and deliver to Buyer, and Buyer shall purchase from Seller, free and clear of all Encumbrances, all of the membership interests in the Management Company and the Investment Company (collectively, the “Ownership Interests”) for a purchase price equal to the sum of (a) the Closing Date Payment, plus (b) the Closing Date Cash, if any, plus or minus, as applicable (c) the Post Closing Working Capital Payment and plus (d) the Escrow Amount (the “Purchase Price”).
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Related to Purchase and Sale of the Ownership Interests

  • Purchase and Sale of Membership Interests Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Sellers shall sell to Purchaser, and Purchaser shall purchase and accept from Sellers, the Membership Interests, free and clear of all Liens (other than restrictions arising under applicable securities Laws or Gaming Laws).

  • Purchase and Sale of the Units At the Closing, upon the terms and subject to the conditions set forth in this Agreement, the Seller shall sell, assign, transfer, deliver and convey to the Buyer, free and clear of any Liens, and the Buyer shall purchase, accept and acquire from the Seller, the Units.

  • Purchase and Sale of Interests Upon the terms and subject to the conditions set forth in this Agreement, Seller shall sell, assign, transfer and convey to Buyer, and Buyer shall purchase and acquire from Seller, at the Closing, the Interests. Seller shall transfer the Interests to Buyer by delivery of the Assignment Document at Closing.

  • Purchase and Sale of the Interests Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell, assign, transfer, convey and deliver, free and clear of all Encumbrances (other than restrictions on transfer of securities imposed by applicable state and federal securities laws) to the Purchaser, the Interests, and the Purchaser shall purchase the Interests.

  • Purchase and Sale of Equity Interest 1.1 Grant Rights Approved by Party C, Party B (the “Transferor”) hereby exclusively and irrevocably grants to Party A or any designated person (“Designated Persons”) an option to purchase, at any time according to steps determined by Party A, and at the price specified in Section 1.3 of this Agreement, from the Transferor a portion or all of the equity interests held by Party B in Party C (the “Option”). No Option shall be granted to any third party other than Party A and/or the Designated Persons. The “person” set forth in this Agreement means any individual person, corporation, joint venture, partnership, enterprise, trust or non-corporation organization.

  • Purchase and Sale of the Assets (a) Purchase and Sale of the Assets. Subject to the terms and conditions of this Agreement and on the basis of the representations, warranties, covenants and agreements herein contained:

  • Purchase and Sale of the Purchased Shares On and subject to the terms and conditions set forth in this agreement, at Closing Seller shall sell to Purchaser, and Purchaser shall purchase from Seller, the Purchased Shares, free and clear of all Liens.

  • Purchase and Sale of the Warrants (i) As payment in full for the 8,666,667 Warrants being purchased under this Agreement, the Purchaser shall pay $13,000,000 (the “Purchase Price”), by wire transfer of immediately available funds in accordance with the Company’s wiring instructions, at least one (1) business day prior to the effective date of the Registration Statement, or on such other date as the Company and the Purchaser may agree.

  • Purchase and Sale of Acquired Assets Upon the terms and subject to the conditions and provisions contained herein, at the Closing (as defined in Section 2.1), the Seller shall sell, convey, assign and deliver to the Purchaser, and the Purchaser shall acquire and accept from the Seller, free and clear of any and all liens, claims, interests and encumbrances, the Seller's right, title and interest in and to the following assets of the Purchaser ("Acquired Assets"):

  • Purchase and Sale of the Purchased Assets 2 Section 2.1 Assets of Seller to be Transferred to Buyer 2 Section 2.2 Excluded Assets 3 ARTICLE III PURCHASE PRICE FOR THE PURCHASED ASSETS 4 Section 3.1 Purchase Price 4 Section 3.2 Closing Payments 4 Section 3.3 Post-Closing Payments. 4 Section 3.4 Pre-Closing Statement; Post-Closing Purchase Price Adjustment. 5 Section 3.5 Covenants Regarding Stock Consideration. 7 Section 3.6 Allocation of Purchase Price 8 Section 3.7 Withholding 8 Section 3.8 Electronic Transfer of Certain Assets 8 Section 3.9 Employee and Independent Contractor Matters 9 Section 3.10 Inability to Assign Assigned Contracts. 10 Section 3.11 Payments to Members 10 Section 3.12 Paying Agent 11

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