Common use of Purchase and Sale of the Shares Clause in Contracts

Purchase and Sale of the Shares. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell to the Purchaser, and the Purchaser shall purchase from the Seller, the Shares.

Appears in 12 contracts

Samples: Stock Purchase Agreement (Scripps E W Co /De), Stock Purchase Agreement (United Capital Corp /De/), Stock Purchase Agreement (Powertel Inc /De/)

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Purchase and Sale of the Shares. Upon the terms On and subject to the terms and conditions of this Agreement, at the Closing, the Seller Buyer shall sell purchase and receive transfer from Sellers, and Sellers shall sell, transfer and deliver to the PurchaserBuyer (or Buyer’s designated Affiliate), all of the Shares of the Company, free and the Purchaser shall purchase from the Seller, the Sharesclear of Encumbrances.

Appears in 4 contracts

Samples: Stock Purchase Agreement (Osmotica Pharmaceuticals PLC), Stock Purchase Agreement (Osmotica Pharmaceuticals LTD), Stock Purchase Agreement (Osmotica Pharmaceuticals LTD)

Purchase and Sale of the Shares. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell sell, assign, transfer, convey and deliver, free and clear of all Encumbrances, to the Purchaser, the Shares, and the Purchaser shall purchase from the Seller, the Shares.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Macquarie Infrastructure CO Trust), Stapled Security Purchase Agreement (Macquarie Infrastructure CO Trust), Security Purchase Agreement (Macquarie Infrastructure Assets LLC)

Purchase and Sale of the Shares. Upon At the Closing, upon the terms and subject to the conditions of set forth in this Agreement, at each of the ClosingSellers shall sell, the Seller shall sell assign, transfer and convey to the PurchaserBuyer, and the Purchaser Buyer shall purchase and acquire from each of the SellerSellers, all of the SharesShares owned by such Seller free and clear of any Security Interests, against payment at the Closing of an aggregate amount equal to the portion of the Closing Cash Consideration set forth below.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Polypore International, Inc.), Stock Purchase Agreement (Polypore International, Inc.), Stock Purchase Agreement (Daramic, LLC)

Purchase and Sale of the Shares. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller Stockholders shall sell sell, assign, transfer, convey and deliver, or cause to be sold, assigned, transferred, conveyed and delivered, to the Purchaser, the Shares, and the Purchaser shall purchase from the Seller, the Shares.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Oneida LTD), Stock Purchase Agreement (Oneida LTD), Stock Purchase Agreement (Oneida LTD)

Purchase and Sale of the Shares. Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing, the Seller shall sell to the Purchaser, and the Purchaser Buyer shall purchase from the Seller, and Seller shall sell, convey, assign, transfer, and deliver to Buyer, the Shares, free and clear of any Liens (other than Permitted Liens).

Appears in 3 contracts

Samples: Stock Purchase Agreement (Hawkeye Systems, Inc.), Stock Purchase Agreement (Hawkeye Systems, Inc.), Stock Purchase Agreement (Heritage-Crystal Clean, Inc.)

Purchase and Sale of the Shares. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell to the PurchaserBuyer, and the Purchaser Buyer shall purchase from the Seller, the Shares.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Hythiam Inc), Stock Purchase Agreement (Hythiam Inc), Stock Purchase Agreement (Otelco Inc.)

Purchase and Sale of the Shares. Upon Subject to the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell sell, assign, transfer and deliver to the PurchaserAcquiror, and the Purchaser shall Acquiror will purchase and acquire from the Seller, all of the Shares, free and clear of all Liens, in exchange for the payment of the Purchase Price in cash to Seller.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Gates Global Inc.), Stock Purchase Agreement (Pinafore Holdings B.V.), Stock Purchase Agreement (Pinafore Holdings B.V.)

Purchase and Sale of the Shares. Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing, the Seller shall sell sell, convey, transfer and deliver to Buyer, and Buyer shall purchase, acquire and accept from Seller, all right, title and interest in and to the PurchaserShares, free and clear of any Encumbrances. The consideration to be paid by Buyer for the Purchaser shall purchase from the Seller, the SharesShares is set forth in Section 2.4 hereof.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Rentech Inc /Co/), Stock Purchase Agreement (Rentech Inc /Co/), Stock Purchase Agreement (Royster-Clark Inc)

Purchase and Sale of the Shares. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Buyer shall purchase, and Seller shall sell cause its appropriate Affiliates to the Purchasersell, convey, assign, transfer and the Purchaser shall purchase from the Sellerdeliver to Buyer, free and clear of any and all Encumbrances, the Shares.following:

Appears in 2 contracts

Samples: Acquisition Agreement (Kiewit Peter Sons Inc), Acquisition Agreement (Calenergy Co Inc)

Purchase and Sale of the Shares. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell sell, or cause one of its subsidiaries to sell, to the Purchaser, and the Purchaser shall purchase from the Seller, the SharesShares free and clear of all Encumbrances.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Dow Chemical Co /De/), Stock Purchase Agreement (Rohm & Haas Co)

Purchase and Sale of the Shares. Upon On the terms and subject to the conditions of set forth in this Agreement, at the Closing, the Seller shall sell sell, convey, assign, transfer and deliver to Buyer, free and clear of all Liens, and Buyer shall purchase, acquire and accept from Seller, all of Seller’s right, title and interest in and to the PurchaserShares, and for the Purchaser shall purchase from the Seller, the SharesPurchase Price.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Ares Management Corp), Stock Purchase Agreement

Purchase and Sale of the Shares. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller Sellers shall sell to the Purchaser, and the Purchaser shall purchase from the SellerSellers, the Shares.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Consoltex Inc/ Ca), Stock Purchase Agreement (Dycom Industries Inc)

Purchase and Sale of the Shares. Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing, the Seller shall sell sell, assign, transfer, convey and deliver to Buyer the PurchaserShares owned by Seller, free and clear of all Liens, and Buyer shall deliver to Seller the Purchaser shall purchase from portion of the Seller, Purchase Price to be paid to Seller for the SharesShares at the Closing as provided in this Article 2.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Medicis Pharmaceutical Corp), Stock Purchase Agreement (Solta Medical Inc)

Purchase and Sale of the Shares. Upon On the terms and subject to the conditions of this Agreement, at the Closing, the Purchaser shall purchase from Seller, and Seller shall sell to the Purchaser, and the Purchaser shall purchase from the Seller, all of the Shares, free and clear of all Encumbrances.

Appears in 2 contracts

Samples: Stock Purchase Agreement (infoGROUP Inc.), Stock Purchase Agreement (ICF International, Inc.)

Purchase and Sale of the Shares. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller Sellers shall sell sell, assign, transfer, convey and deliver, free and clear of all Encumbrances, to the Purchaser, the Shares of the Company, and the Purchaser shall purchase from the Seller, Shares of the SharesCompany.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Macquarie Infrastructure Assets LLC), Stock Purchase Agreement (Macquarie Infrastructure CO Trust)

Purchase and Sale of the Shares. Upon On the terms and subject to the conditions of this AgreementAgreement and in reliance upon the representations and warranties of the parties herein, at the ClosingClosing (as such term is hereinafter defined), the Seller shall sell sell, transfer, convey and deliver to the PurchaserCompany, and the Purchaser Company shall purchase from Seller the Seller, the Seller Shares.

Appears in 2 contracts

Samples: Stock Redemption Agreement (Cross a T Co), Stock Redemption Agreement (Cross a T Co)

Purchase and Sale of the Shares. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell will transfer to the Purchaser, Purchaser the Shares and the Purchaser shall purchase from the Seller, the Sharesaccept such transfer.

Appears in 2 contracts

Samples: Share Purchase Agreement (Galileo International Inc), Share Purchase Agreement (Galileo International Inc)

Purchase and Sale of the Shares. Upon Subject to the terms and subject to the conditions of set forth in this Agreement, at the ClosingClosing (defined below), the Seller shall sell and transfer to the PurchaserBuyer, and the Purchaser Buyer shall purchase and receive from the Seller, the Shares.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Tempus Applied Solutions Holdings, Inc.), Stock Purchase Agreement (Tempus Applied Solutions Holdings, Inc.)

Purchase and Sale of the Shares. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell sell, assign, transfer, convey and deliver to the Purchaser, free and clear of all Encumbrances, the Shares of the Company and the Purchaser shall purchase from the Seller, Shares of the SharesCompany.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Triad Financial Corp), Stock Purchase Agreement (Triad Financial Corp)

Purchase and Sale of the Shares. Upon the terms and subject to the conditions of this Agreement, at the Closing, Closing the Seller shall sell sell, transfer, convey, assign and deliver to the Purchaser, Purchaser and the Purchaser shall purchase from the Seller, Seller the SharesShares listed on Schedule 2.01.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Mascotech Inc), Stock Purchase Agreement (Citigroup Inc)

Purchase and Sale of the Shares. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell to the PurchaserPurchaser the Shares, and the Purchaser shall purchase from the Seller, the Shares.

Appears in 2 contracts

Samples: Share Purchase Agreement (Yingli Green Energy Holding Co LTD), Stock Purchase Agreement (CONSOL Energy Inc)

Purchase and Sale of the Shares. Upon the terms and subject to the terms and conditions of this Agreement, at the Closing, the Seller shall sell to the Purchasersell, and the Purchaser shall purchase from the Sellerpurchase, the Shares.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Fuqua Enterprises Inc), Stock Purchase Agreement (Atlantic American Corp)

Purchase and Sale of the Shares. Upon Subject to the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell sell, convey, assign, transfer and deliver the Shares to the PurchaserBuyer, and the Purchaser Buyer shall purchase from the Sellerand acquire all right, title and interest of Seller in and to the Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (Dts, Inc.)

Purchase and Sale of the Shares. Upon the terms and subject to the conditions of this Agreementset forth herein, at the Closing, the Seller Sellers shall sell to the Purchaser, and the Purchaser shall purchase from the Seller, the Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (Global Health Sciences Inc)

Purchase and Sale of the Shares. Upon the terms and subject to the conditions of this Agreement, at on the ClosingClosing Date, the Seller Covance shall sell sell, assign, transfer and deliver to the Purchaser, and the Purchaser shall purchase from the SellerCovance, the Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (Covance Inc)

Purchase and Sale of the Shares. Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing, the Seller shall sell to the PurchaserBuyer will purchase, acquire and accept from Seller, and the Purchaser shall purchase from the SellerSeller will sell, assign, transfer, convey and deliver to Buyer, the SharesShares free and clear of all Liens (other than Permitted Liens).

Appears in 1 contract

Samples: Stock Purchase Agreement (Fox Factory Holding Corp)

Purchase and Sale of the Shares. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser shall purchase purchase, acquire and accept from the Seller, all right, title and interest in the Shares, free and clear of all Encumbrances (except Permitted Encumbrances and Encumbrances created by the Purchaser).

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (S&P Global Inc.)

Purchase and Sale of the Shares. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell to Purchaser (or its designees) the Purchaser, Shares and the Purchaser shall (or shall cause its designees to) purchase such Shares from the Seller, the Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (Vycom Corp.)

Purchase and Sale of the Shares. Upon the terms On and subject to the terms and conditions of this Agreement, at the Closing, Buyer shall purchase and take assignment and delivery from the Seller shall sell to the PurchaserSellers, and the Purchaser Sellers shall purchase from sell, transfer, assign, convey and deliver to Buyer, all right, title and interest in and to the SellerShares free and clear of Liens (the “Share Purchase”), which Shares will, at the SharesClosing, represent all of the issued and outstanding equity securities of the Company, for the Purchase Price.

Appears in 1 contract

Samples: Stock Exchange Agreement (Akerna Corp.)

Purchase and Sale of the Shares. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell to the Purchaser, and the Purchaser shall purchase from the Seller, the Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (Lotus Pacific Inc)

Purchase and Sale of the Shares. Upon the terms and subject to the conditions of set forth in this Agreement, at on the ClosingClosing Date, the Seller shall sell sell, transfer, assign and deliver to the Purchaser, and the Purchaser shall purchase and acquire the Shares from the Seller, the Shares.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Health Net Inc)

Purchase and Sale of the Shares. Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing, the Seller shall sell and deliver to the Purchaser, and the Purchaser shall purchase and acquire from the Seller, the Shares, free and clear of all Liens.

Appears in 1 contract

Samples: Securities Purchase Agreement (Alcatel Lucent)

Purchase and Sale of the Shares. Upon On the terms and subject to the conditions of this Agreement, at the Closing, Sellers shall sell, transfer and deliver the Seller shall sell Shares to the PurchaserBuyer, and the Purchaser Buyer shall purchase the Shares from the Seller, the SharesSellers.

Appears in 1 contract

Samples: Stock Purchase Agreement (CSW Industrials, Inc.)

Purchase and Sale of the Shares. Upon On the terms and subject to the conditions of contained in this Agreement, at on the ClosingClosing Date, the Seller shall sell sell, transfer, assign, convey and deliver to the Purchaser, and the Purchaser shall purchase and accept from the Seller, the Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (Envestnet, Inc.)

Purchase and Sale of the Shares. Upon the terms and subject to the conditions of this Agreement, at on the ClosingClosing Date, the Seller shall sell sell, transfer, assign, convey and deliver to the PurchaserBuyer, and the Purchaser Buyer shall purchase and accept from the Seller, the Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (Genworth Financial Inc)

Purchase and Sale of the Shares. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell sell, convey, transfer, assign and deliver to the PurchaserBuyer, free and clear of all Liens, and the Purchaser Buyer shall purchase and acquire from the Seller, all of the SharesShares to be sold by Seller hereunder, in exchange for the Purchase Price.

Appears in 1 contract

Samples: Form of Stock Purchase Agreement (Celgene Corp /De/)

Purchase and Sale of the Shares. Upon Subject to the terms and subject to the conditions of this Agreementset forth herein, at the Closing, the Seller shall sell to the PurchaserBuyer, and the Purchaser Buyer shall purchase from the Seller, the SharesShares for the Purchase Price.

Appears in 1 contract

Samples: Stock Purchase Agreement (Fortune Brands Inc)

Purchase and Sale of the Shares. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell to the Purchaser, and the Purchaser shall purchase the Shares from Sellers, and Sellers shall sell, assign, transfer, convey and deliver the SellerShares to Purchaser, free and clear of all Liens, for the Sharesconsideration specified in Section 2.2.

Appears in 1 contract

Samples: Share Purchase Agreement (Dolphin Entertainment, Inc.)

Purchase and Sale of the Shares. Upon Subject to the terms and subject to the conditions of this Agreementset forth herein, at the Closing, the Seller Sellers shall sell sell, transfer, assign, and convey to the Purchaser, and the Purchaser shall purchase and accept from the SellerSellers, the SharesShares for the consideration specified in Section 2.2.

Appears in 1 contract

Samples: Conditional Stock Purchase Agreement (Scopus BioPharma Inc.)

Purchase and Sale of the Shares. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell sell, assign, transfer and deliver to the Purchaser, Purchaser the Shares and the Purchaser shall purchase from the Seller, Seller the Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (Sulzer Medica LTD)

Purchase and Sale of the Shares. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell to the Purchaser, and the Purchaser shall purchase from the Seller, the Shares.. SECTION 2.2

Appears in 1 contract

Samples: Ii __________________________________________ Stock Purchase Agreement (Scana Corp)

Purchase and Sale of the Shares. Upon the terms and subject to the conditions of this Agreementcontained herein, at the Closing, the Seller shall sell to the Purchaser, and the Purchaser shall purchase from the Selleracquire and accept, the Sharesrights, title and interest in and to the Shares that were conveyed to Seller pursuant to the Lancer Agreement.

Appears in 1 contract

Samples: Stock Acquisition Agreement (Ritchie Capital Management LLC)

Purchase and Sale of the Shares. Upon Subject to the terms and subject to the conditions of this Agreement, at the ClosingClosing (as defined below), the Seller Sellers shall sell to the Purchaser, and the Purchaser shall purchase from the SellerSellers, the Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (International Assets Holding Corp)

Purchase and Sale of the Shares. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell sell, assign, transfer, convey and deliver, or cause to be sold, assigned, transferred, conveyed and delivered, to the PurchaserPurchaser or a wholly owned subsidiary, the Shares, and the Purchaser or its wholly owned subsidiary shall purchase from the Seller, the Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (Rowe Companies)

Purchase and Sale of the Shares. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller Sellers shall sell to the PurchaserBuyer, and the Purchaser Buyer shall purchase from the SellerSellers, all of the Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (Cornerworld Corp)

Purchase and Sale of the Shares. Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing, the Seller Sellers shall sell sell, convey, assign, transfer and deliver to the PurchaserBuyer, and the Purchaser Buyer shall purchase and acquire from the SellerSellers, legal and beneficial ownership of all of the Shares, free and clear of any Encumbrances, for the consideration specified in Section 2.2.

Appears in 1 contract

Samples: Stock Purchase Agreement (Addus HomeCare Corp)

Purchase and Sale of the Shares. Upon At the Closing, on the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell sell, assign, transfer and convey to the PurchaserBuyer, and the Purchaser Buyer shall purchase and acquire from the Seller, all of Seller’s rights, title and interest in and to the SharesShares free and clear of all Liens other than Liens created by or on behalf of the Buyer.

Appears in 1 contract

Samples: Stock Purchase Agreement (Oil States International, Inc)

Purchase and Sale of the Shares. Upon the terms and subject to the conditions of this Agreement, at on the ClosingClosing Date, the Seller shall sell sell, transfer, assign, convey and deliver the Shares to the PurchaserBuyer, and the Purchaser Buyer shall purchase and accept the Shares from the Seller, for the Sharesconsideration set forth in Section 3.1 below.

Appears in 1 contract

Samples: Stock Purchase Agreement (Mercury General Corp)

Purchase and Sale of the Shares. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell sell, convey, assign and transfer to the Purchaser, and the Purchaser shall purchase from the Seller, the Shares, free and clear of all Liens.

Appears in 1 contract

Samples: Stock Purchase Agreement (Albany International Corp /De/)

Purchase and Sale of the Shares. (a) Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller Sellers shall sell to the PurchaserBuyer, and the Purchaser Buyer shall purchase from the SellerSellers, the SharesShares free and clear of all Liens except those created pursuant to this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (China Tel Group Inc)

Purchase and Sale of the Shares. Upon Subject to the terms and subject to the conditions of set forth in this Agreement, at the Closing, Sellers will sell and transfer the Seller shall sell Shares to the PurchaserBuyer, and Buyer will purchase the Purchaser shall purchase Shares from the SellerSellers, the Sharesfree and clear of all Liens.

Appears in 1 contract

Samples: Stock Purchase Agreement (HarborOne Bancorp, Inc.)

Purchase and Sale of the Shares. Upon On the terms and subject to the conditions of set forth in this Agreement, at the Closing, the Seller shall sell sell, convey, assign, transfer and deliver to the Purchaser, and the Purchaser shall purchase purchase, acquire and accept from the Seller, the Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (Viacom Inc)

Purchase and Sale of the Shares. Upon the terms and subject to the conditions of this Agreement, at the ClosingClosing (as defined below), the Seller shall sell assign, transfer and convey to the PurchaserBuyer, and the Purchaser Buyer shall purchase receive and accept from the Seller (the “Transfer”), all of the Seller’s right, title and interest in and to the Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (United Therapeutics Corp)

Purchase and Sale of the Shares. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell sell, deliver, transfer, assign and convey to the Purchaser, and the Purchaser shall purchase and acquire from the Seller, the Shares.

Appears in 1 contract

Samples: Share Purchase Agreement (Norsk Hydro a S A)

Purchase and Sale of the Shares. Upon the terms and subject to the conditions of contained in this Agreement, at the Closing, the Seller shall sell to the Purchaser, and the Purchaser shall purchase from the Seller, the 5,600,000 Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (Smead DR H J)

Purchase and Sale of the Shares. Upon On the terms and subject to the conditions of set forth in this Agreement, at the Closing, the Seller Sellers shall sell sell, assign, transfer and convey to the PurchaserBuyer, and the Purchaser Buyer shall purchase purchase, acquire and accept from the SellerSellers, the SharesShares in consideration for payment of the Purchase Price.

Appears in 1 contract

Samples: Stock Purchase Agreement (Bel Fuse Inc /Nj)

Purchase and Sale of the Shares. Upon Second, upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell sell, assign, transfer, convey and deliver, or cause to be sold, assigned, transferred, conveyed and delivered, to the Purchaser, by and the Purchaser shall purchase from the Sellerthrough Alpha, the Shares, and the Purchaser, by and through Alpha, shall purchase the Shares.

Appears in 1 contract

Samples: Assumption Agreement (Selective Insurance Group Inc)

Purchase and Sale of the Shares. Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing, the Seller shall sell to the Purchasersell, convey, assign, transfer, and the Purchaser deliver to Buyer, and Buyer shall purchase and acquire from the Seller, the Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (Diedrich Coffee Inc)

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Purchase and Sale of the Shares. Upon the terms and subject to the conditions of this Agreement, at on the ClosingClosing Date, the Seller Sellers shall sell sell, transfer, assign, convey and deliver to the PurchaserBuyer, and the Purchaser Buyer shall purchase and accept from the SellerSellers, the Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (Hill-Rom Holdings, Inc.)

Purchase and Sale of the Shares. Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing, the Seller shall sell to the PurchaserCompany, and the Purchaser Company shall purchase from the Seller, all of the Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (Stellar Technologies, Inc.)

Purchase and Sale of the Shares. Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing, the Seller Buyer shall sell to the Purchaserpurchase, acquire and accept from Seller, and the Purchaser shall purchase from the SellerSeller will sell, assign, transfer, convey and deliver to Buyer, the SharesShares free and clear of all Liens (other than Permitted Liens and restrictions arising under applicable securities Laws).

Appears in 1 contract

Samples: Stock Purchase Agreement (Paychex Inc)

Purchase and Sale of the Shares. Upon the terms and subject to the conditions of set forth in this Agreement, at the ClosingClosing (used in this Agreement as defined in Section 1.3.2 below), the Seller shall sell to the Purchaser, Purchaser and the Purchaser shall purchase from the Seller, Seller the Shares.

Appears in 1 contract

Samples: Share Purchase and Sale Agreement (Oxford Automotive Inc)

Purchase and Sale of the Shares. Upon Subject to the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell to the Purchaser, and the Purchaser shall purchase from the Seller, Buyer the Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (Sanborn Resources, Ltd.)

Purchase and Sale of the Shares. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell to the Purchaser, and the Purchaser shall purchase from the Seller, all right, title and interest in and to the Shares, free and clear of all liens and encumbrances.

Appears in 1 contract

Samples: Stock Purchase Agreement (Lincoln National Corp)

Purchase and Sale of the Shares. Upon On the terms and subject to the conditions of this Agreement, at the ClosingClosing (as defined in Section 1.03), the Seller shall sell sell, transfer and deliver to the Purchaser, and the Purchaser shall purchase from the Seller, the Shares. The purchase and sale of the Shares is referred to in this Agreement as the “Acquisition”.

Appears in 1 contract

Samples: Stock Purchase Agreement (Clean Energy Fuels Corp.)

Purchase and Sale of the Shares. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller each Seller, severally and not jointly, shall sell sell, convey, transfer, assign and deliver to the PurchaserBuyer, free and clear of all Liens, and the Purchaser Buyer shall purchase and acquire from the such Seller, all of the SharesShares to be sold by such Seller hereunder, in exchange for the Purchase Price.

Appears in 1 contract

Samples: Stock Purchase Agreement (Polaris Venture Partners Iv Lp)

Purchase and Sale of the Shares. Upon On the terms and ------------------------------- subject to the conditions of set forth in this Agreement, at the Closing, the Seller shall sell sell, convey, assign, transfer and deliver to the Purchaser, and the Purchaser shall purchase purchase, acquire and accept from the Seller, the Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (Evergreen Media Corp)

Purchase and Sale of the Shares. Upon On the terms and subject to the conditions of contained in this Agreement, at the ClosingClosing Seller shall sell, and Purchaser shall purchase, the Seller shall sell to the Purchaser, Shares free and the Purchaser shall purchase from the Seller, the Sharesclear of all Encumbrances.

Appears in 1 contract

Samples: Stock Purchase Agreement (Royster-Clark Nitrogen Realty LLC)

Purchase and Sale of the Shares. Upon the terms and subject to the conditions of this Agreementset forth herein, at the Closing, the Seller shall sell to the Purchaser, and the Purchaser shall agrees to purchase from the Seller, the Shares, free and clear of all Liens other than restrictions on transfer arising under applicable securities Laws.

Appears in 1 contract

Samples: Stock Purchase Agreement (TE Connectivity Ltd.)

Purchase and Sale of the Shares. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell sell, transfer, assign, convey and deliver to the Purchaser (or, if so designated in writing by the Purchaser, to a wholly owned Subsidiary of the Purchaser) the Shares, and the Purchaser shall purchase and accept (or cause such wholly owned Subsidiary to purchase and accept) the Shares from the Seller, Seller (the Shares“Purchase”).

Appears in 1 contract

Samples: Stock Purchase Agreement (New York Community Bancorp Inc)

Purchase and Sale of the Shares. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell sell, assign, transfer, convey and deliver the Shares to the Purchaser, Buyer and the Purchaser Buyer shall purchase the Shares from the Seller, for the Sharesconsideration specified in this Article II.

Appears in 1 contract

Samples: Stock Purchase Agreement (Ducommun Inc /De/)

Purchase and Sale of the Shares. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell to the Purchaser, and the Purchaser shall purchase the Shares from the Seller, and Seller shall sell, assign, transfer, convey and deliver the SharesShares to Purchaser, free and clear of all Liens, for the consideration specified in Section 2.2. Purchaser acknowledges that the Excluded Asset shall be transferred to Seller at or prior to the Closing.

Appears in 1 contract

Samples: Share Purchase Agreement (Dolphin Entertainment, Inc.)

Purchase and Sale of the Shares. Upon On the terms and subject to the conditions of this Agreement, at on the ClosingClosing Date, the Seller shall sell sell, transfer, assign, convey and deliver to the PurchaserBuyer, and the Purchaser Buyer shall purchase and accept from the Seller, all of the issued and outstanding capital stock of the Companies (the “Shares”).

Appears in 1 contract

Samples: Stock Purchase Agreement (Saks Inc)

Purchase and Sale of the Shares. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller Sellers shall sell sell, convey, assign, transfer and deliver to the Purchaser, and the Purchaser shall purchase purchase, acquire and accept from the SellerSellers, all right, title and interest in and to the Shares, free and clear of any and all Liens.

Appears in 1 contract

Samples: Stock Purchase Agreement (Hayes Lemmerz International Inc)

Purchase and Sale of the Shares. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell sell, assign, transfer, convey and deliver the Shares to the Purchaser, free and the clear of all Encumbrances, and Purchaser shall purchase from the Seller, the Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (Centerpulse LTD)

Purchase and Sale of the Shares. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell to the PurchaserBuyer the Shares, and the Purchaser Buyer shall purchase from the Seller, the Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement

Purchase and Sale of the Shares. Upon Subject to the terms and subject to the conditions of this Agreement, at on the Closing, the Seller Purchaser shall purchase, and the Sellers shall sell to the Purchaser, and the Purchaser shall purchase from Sold Shares for the Seller, the SharesPurchase Price.

Appears in 1 contract

Samples: Stock Purchase Agreement (iBOS, INC.)

Purchase and Sale of the Shares. Upon Subject to the terms and subject to the conditions of set forth in this Agreement, at the Closing, the Seller shall sell will sell, assign and transfer to the Purchaser, and the Purchaser shall will purchase from the Seller, all of the SharesShares for the consideration specified in Section 2.02.

Appears in 1 contract

Samples: Stock Purchase Agreement (Fat Brands, Inc)

Purchase and Sale of the Shares. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller Sellers shall sell sell, assign, transfer, convey and deliver the Shares to the PurchaserBuyer, and the Purchaser Buyer shall purchase the Shares from the SellerSellers, free and clear of all Encumbrances (other than Permitted Encumbrances), for the Sharesconsideration specified below in this Article II.

Appears in 1 contract

Samples: Share Purchase Agreement (Coeur Mining, Inc.)

Purchase and Sale of the Shares. Upon At the terms Closing, and subject to the terms and conditions of set forth in this Agreement, at the Closing, the Seller shall sell sell, transfer and deliver to the PurchaserBuyer, free and clear of all Liens, and the Purchaser Buyer shall purchase from the Seller, the Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (IES Holdings, Inc.)

Purchase and Sale of the Shares. Upon 2.1 Subject to all of the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell sell, assign and transfer the Shares to the Purchaser, Buyer and the Purchaser Buyer shall purchase the Shares from the Seller, on the SharesClosing Date.

Appears in 1 contract

Samples: Share Purchase Agreement (Fimep Sa)

Purchase and Sale of the Shares. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell sell, transfer, assign, convey and deliver to the PurchaserBuyer, and the Purchaser Buyer shall purchase and accept from the Seller, Seller the Shares, free and clear of all Encumbrances.

Appears in 1 contract

Samples: Stock Purchase Agreement (Catalyst Health Solutions, Inc.)

Purchase and Sale of the Shares. Upon On the terms and subject to the conditions of set forth in this Agreement, at the Closing, the Seller shall sell to the Purchaser, and the Purchaser shall purchase from the Seller, and the Seller shall sell, convey, assign, transfer and deliver to the Purchaser, all of the Shares, free and clear of all Liens other than Liens arising under applicable securities Laws and the Company's Governing Documents.

Appears in 1 contract

Samples: Stock Purchase Agreement (Providence Service Corp)

Purchase and Sale of the Shares. Upon the terms and subject to the conditions of this Agreement, at At the Closing, the Seller shall sell to the Purchaserand deliver, and the Purchaser shall purchase from the Sellerand accept, the Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (Cavalier Homes Inc)

Purchase and Sale of the Shares. Upon the terms and subject to the conditions of this Agreement, including, but not limited to, Section 5.13, at the Closing, the Seller shall sell sell, or cause to be sold, to the Purchaser, and the Purchaser shall purchase from the Seller, the Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (E Trade Group Inc)

Purchase and Sale of the Shares. Upon Subject to the terms and subject to the conditions of this Agreement, at on the Closing, the Purchaser shall purchase, and the Seller shall sell to the Purchaser, and the Purchaser shall purchase from Sold Shares for the Seller, the SharesPurchase Price.

Appears in 1 contract

Samples: Stock Purchase Agreement (Selga Inc)

Purchase and Sale of the Shares. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell sell, convey, assign, transfer and deliver to the Purchaser, and the Purchaser shall purchase purchase, acquire and accept from the Seller, all right, title and interest in and to the Shares, free and clear of any and all Liens.

Appears in 1 contract

Samples: Stock Purchase Agreement (Hayes Lemmerz International Inc)

Purchase and Sale of the Shares. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell sell, assign, transfer, convey and deliver the Shares to the PurchaserBuyer, free and clear of all Encumbrances, and the Purchaser Buyer shall purchase the Shares from the Seller, Seller in exchange for payment by the SharesBuyer to the Seller of the Purchase Price.

Appears in 1 contract

Samples: Securities Purchase Agreement (Costar Group Inc)

Purchase and Sale of the Shares. Upon the terms and subject to the conditions contained in this Agreement (including the entry of this Agreementthe Approval Order), at the Closing, the Seller Sellers shall sell the Shares to the PurchaserBuyers, and the Purchaser shall Buyers shall, by payment of the Purchase Price, purchase and acquire the Shares from the SellerSellers, the Sharesfree and clear of all Encumbrances.

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (Bel Fuse Inc /Nj)

Purchase and Sale of the Shares. Upon Subject to the terms and subject to the conditions of set forth in this Agreement, at the Closing, the Seller shall sell will sell, assign and transfer to the Purchaser, and the Purchaser shall will purchase from the Seller, all of the SharesShares for the consideration specified in Section 2.02.

Appears in 1 contract

Samples: Stock Purchase Agreement (Fat Brands, Inc)

Purchase and Sale of the Shares. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell to the Purchaser, and the Purchaser shall purchase from the Seller, the SharesShares and the Payroll Shares (the "STOCK PURCHASE").

Appears in 1 contract

Samples: Stock Purchase Agreement (QRS Corp)

Purchase and Sale of the Shares. Upon the terms On and subject to the terms and conditions of this Agreement, at the Closing, the Seller shall sell sell, assign, transfer and convey to the Purchaser, and the Purchaser shall purchase and acquire from the Seller, all of the Shares., free and clear of all Liens (other than Permitted Liens), for the consideration specified below in this Article I.

Appears in 1 contract

Samples: Stock Purchase Agreement (Advisory Board Co)

Purchase and Sale of the Shares. Upon the terms and subject to the conditions of this Agreement, the Seller hereby agrees to sell to the Purchaser at the Closing, and the Purchaser hereby agrees to purchase from the Seller at the Closing, the Seller shall sell to the Purchaser, and the Purchaser shall purchase from the Seller, the Shares.

Appears in 1 contract

Samples: General Share Purchase Agreement (Galileo International Inc)

Purchase and Sale of the Shares. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell sell, assign, transfer and convey to the Purchaser, and the Purchaser shall, or shall purchase cause a wholly owned Subsidiary of the Purchaser to, purchase, acquire and accept from the Seller, all of Seller’s right title and interest in and to the Shares, free and clear of all Encumbrances.

Appears in 1 contract

Samples: Stock Purchase Agreement (Platform Specialty Products Corp)

Purchase and Sale of the Shares. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell and assign to the PurchaserBuyer, and the Purchaser Buyer shall purchase from the Seller, free and clear of any Encumbrances, the Shares, in exchange for payment by the Buyer of the Purchase Price as provided in this Article II.

Appears in 1 contract

Samples: Stock Purchase Agreement (Forterra, Inc.)

Purchase and Sale of the Shares. Upon the terms and subject to the conditions of this Agreement, at the Closing, the each Seller shall sell its respective Shares to the Purchaser, and the Purchaser shall purchase from the Seller, the SharesShares free and clear of all Encumbrances.

Appears in 1 contract

Samples: Stock Purchase Agreement (Chartered Semiconductor Manufacturing LTD)

Purchase and Sale of the Shares. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell sell, assign, transfer, convey and deliver the Shares to the Purchaser, and the Purchaser shall purchase purchase, acquire and accept the Shares from the Seller, the Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (Dole PLC)

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