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 Purchased Shares. Subject to the terms and conditions hereof and the fulfillment of the Condition, effective as of the Effective Date, the Seller hereby sells, conveys, assigns and transfers to Purchaser and Purchaser hereby purchases from the Seller, all right, title and interest to the Purchased Shares for the Purchase Consideration (the “Transfer”), such that following the Transfer, Seller will not retain any right or interest in or to the Purchased Shares.
Purchase and Sale of the Purchased Shares. Subject to the terms and conditions of this Agreement, Seller hereby agrees to sell to Purchaser and Purchaser hereby agrees to purchase the Purchased Shares, at an aggregate purchase price equal to $38,333 (the “Purchase Price”) as follows:
Purchase and Sale of the Purchased Shares. On the terms and conditions set forth in this Agreement, at the Closing, the Investors will purchase from the Company, and the Company will issue, sell and deliver to the Investors an aggregate of (i) 134,483 shares of Common Stock and (ii) 6,500 shares of Series A Preferred Stock, for an aggregate purchase price equal to $6,175,000 in cash (the "Purchase Price"), which takes into account a discount of $325,000 to the face value of the Series A Preferred Stock, to be paid in full to the Company on the Closing Date. The shares of Common Stock and Series A Preferred Stock to be issued and sold by the Company to the Investors pursuant to this Agreement are collectively referred to as the "Purchased Shares". The number of Purchased Shares to be issued to each Investor and the portion of the Purchase Price payable by such Investor is set forth on Schedule I hereto. For the avoidance of doubt, the Purchase Price paid hereunder has no effect on the liquidation or face value of the Series A Preferred Stock.
Purchase and Sale of the Purchased Shares. Upon the terms and subject to the conditions of this Agreement, Seller agrees to sell, convey, transfer, assign and deliver to Buyer, and Buyer agrees to purchase and acquire from Seller, all right, title and interest in and to the Purchased Shares at the Closing, free and clear of all Liens other than restrictions on transfer arising under applicable securities Laws.
Purchase and Sale of the Purchased Shares. Pursuant to Sections 363 and 1146 (and other applicable provisions) of the Bankruptcy Code and on the terms and subject to the conditions of this Agreement, at the Closing provided for in Section 4.1, the Purchaser will purchase, acquire and accept (or cause to be purchased, acquired and accepted) from the Seller, and the Seller will sell, transfer, convey, assign and deliver (or cause to be sold, transferred, conveyed, assigned and delivered) to the Purchaser, against the receipt by the Seller of the consideration specified in Section 3.1, free and clear of all Encumbrances, other than Encumbrances subject created by the Purchaser, all of the Seller's right, title and interest in and to the Shares (collectively, the "Purchased Shares").
Purchase and Sale of the Purchased Shares. As of the Closing (as defined below), MSDC shall unconditionally transfer, assign, convey, sell and grant to MVV (on behalf of the Purchasers), and such Purchasers shall accept and purchase from MSDC, all of the right, title and interest of MSDC in and to the Purchased Shares, including all right, title and interest of MSDC in and to the properties, capital, cash flow dividends, distributions, and profits and losses of the Company that are allocable to the Purchased Shares. The Purchasers and MSDC expressly acknowledge and agree that the foregoing transfer shall be a present and absolute conveyance of the Purchased Shares, in their entirety, and not merely an assignment of the right to receive dividends and distributions relating thereto.
Purchase and Sale of the Purchased Shares. On the terms and subject to the conditions of this Agreement, at the Closing (as defined in Section 2.02), Seller shall sell, transfer and deliver to Purchaser, free and clear of all Liens, and Purchaser shall purchase from Seller, 100% of the Company Shares (the “Purchased Shares”) for an aggregate purchase price of $820,000,000 (the “Purchase Price”), payable as set forth below in Section 2.03 and subject to adjustment as provided in Section 2.04. The purchase and sale of the Purchased Shares is referred to in this Agreement as the “Acquisition”.
Purchase and Sale of the Purchased Shares. Subject to the terms and conditions hereof and in reliance upon the representations and warranties of the parties contained herein, the Shareholders will sell, assign, transfer and deliver to the Company all of their right, title and interest in and to all of the Purchased Shares, free and clear of any lien, pledge, charge, security interest, encumbrance, option, or other adverse claim thereto (a “Lien”), in exchange for a cash payment equal to $11.72 per share, or an aggregate of $433,640,000, payable by wire transfer of immediately available funds to the account(s) designated by the Shareholders or by such other method as may be acceptable to the Shareholders (the “Purchase Price”).
Purchase and Sale of the Purchased Shares. Subject to the terms and conditions set forth in this Agreement, and in reliance on the representations, warranties and covenants of the Purchaser and the Seller contained herein, upon the execution of this Agreement, the Seller shall sell to the Purchaser and the Purchaser shall purchase from the Seller the Purchased Ordinary Shares, free and clear of any and all Liens (the “Transaction”).
