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 provided for in Section 1.3 hereof (the "Closing"), Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase, acquire and accept from Seller, all right, title and interest in and to the Shares, free and clear of all liens, encumbrances, security interests, mortgages, pledges, claims and options (collectively, "Liens").

Appears in 2 contracts

Samples: Stock Purchase Agreement (Healthsouth Corp), Stock Purchase Agreement (Healthsouth Corp)

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Purchase and Sale of the Shares. Upon (a) At the Closing (as defined in Section 1.2) and upon the terms and subject to the conditions of set forth in this Agreement, at the closing provided for in Section 1.3 hereof (the "Closing"), Seller Sellers shall sell, convey, assign, transfer transfer, convey and deliver to Buyerthe Purchaser, and Buyer the Purchaser shall purchaseaccept and purchase from the Sellers, acquire and accept from Seller, all right, title and interest in and to the Shares, free and clear of all liens, encumbrances, security interests, mortgages, pledges, claims and options Liens (collectively, "Liens"as defined in Section 3.2).

Appears in 2 contracts

Samples: Stock Purchase Agreement (Vesta Insurance Group Inc), Stock Purchase Agreement (Affirmative Investment LLC)

Purchase and Sale of the Shares. Upon At the Closing, subject to the terms and subject to conditions set forth in Sections 2 and 3 below, as applicable, the conditions of this AgreementPurchaser shall purchase from the Sellers, at and the closing provided for in Section 1.3 hereof (the "Closing"), Seller Sellers shall sell, convey, assign, transfer transfer, and deliver to Buyer, and Buyer shall purchase, acquire and accept from Sellerthe Purchaser, all right, title and interest in and to of the Shares, Shares free and clear of all liens, encumbrances, security interests, mortgages, pledges, claims and options (collectively, "any Liens").

Appears in 2 contracts

Samples: Stock Purchase Agreement (Lower Road Associates LLC), Stock Purchase Agreement (Sleepmaster LLC)

Purchase and Sale of the Shares. Upon the terms and subject to the conditions of this Agreement, at the closing Closing provided for in Section 1.3 hereof (the "Closing")2.3, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase, acquire and accept from Seller, all right, title and interest in and to the 4,000,000 Shares, free and clear of all liensLiens, encumbrances, security interests, mortgages, pledges, claims and options (collectively, "Liens")representing 100% of the outstanding capital stock of the Company.

Appears in 1 contract

Samples: Stock Purchase Agreement (Montpelier Re Holdings LTD)

Purchase and Sale of the Shares. Upon the terms and subject to the conditions of this Agreement, at the closing provided for in Section 1.3 2.3 hereof (the "Closing"), Seller Sellers shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase, acquire and accept from SellerSellers, all of Sellers’ right, title and interest in and to the Shares, free and clear of all liens, encumbrances, security interests, mortgages, pledges, claims and options (collectively, "Liens").

Appears in 1 contract

Samples: Stock Purchase Agreement (Applied Industrial Technologies Inc)

Purchase and Sale of the Shares. Section 2.1.1 Upon the terms and subject to the conditions of this Agreement, at the closing provided for in Section 1.3 hereof (the "Closing"), Seller shall sell, convey, assign, transfer and deliver sell to Buyer, and Buyer shall purchase, acquire and accept from Seller, all right, title and interest in and to Purchaser the Shares, free and clear of all liensLiens, encumbrances, security interests, mortgages, pledges, claims and options (collectively, "Liens")Purchaser shall purchase such Shares from Seller.

Appears in 1 contract

Samples: Stock Purchase Agreement (Ani Pharmaceuticals Inc)

Purchase and Sale of the Shares. Upon the terms and subject to the conditions of this Agreement, at the closing provided for in Section 1.3 hereof (the "Closing"), Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase, acquire and accept from Seller, all of Seller's right, title and interest in and to the Shares, Shares free and clear of all liens, encumbrances, security interests, mortgages, pledges, claims and options (collectively, "Liens").

Appears in 1 contract

Samples: Stock Purchase Agreement (Kaman Corp)

Purchase and Sale of the Shares. Upon On the terms and subject to the conditions of set forth in this Agreement, at the closing provided for in Section 1.3 hereof (Closing, the "Closing"), Seller shall sell, distribute, convey, assign, deliver or otherwise transfer (“Transfer”) to the Acquiror, free and deliver to Buyerclear of all Liens, and Buyer shall the Acquiror shall, purchase, acquire and accept from the Seller, all the Seller’s right, title and interest in and to the Shares, free and clear of all liens, encumbrances, security interests, mortgages, pledges, claims and options (collectively, "Liens").

Appears in 1 contract

Samples: Transition Services Agreement (National General Holdings Corp.)

Purchase and Sale of the Shares. Section 1.1Purchase and Sale. Upon the terms and subject to the conditions of this Agreement, at the closing provided for in Section 1.3 hereof (Closing, the "Closing"), Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase, acquire and accept from the Seller, and the Seller shall sell, convey, assign and transfer to the Buyer, all right, title and interest in and to of the Shares, free and clear of all liens, encumbrances, security interests, mortgages, pledges, claims and options any Liens (collectively, "Liens"other than restrictions on transfer that may be imposed by generally applicable securities Laws).

Appears in 1 contract

Samples: Stock Purchase Agreement (Advanced Energy Industries Inc)

Purchase and Sale of the Shares. Upon (a) Subject to the terms and subject to the conditions of this Agreement, at the closing provided for Closing referred to in Section 1.3 hereof (the "Closing")below, Seller shall will sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase, acquire and accept from Seller, all right, title and interest in and to of the Shares, free and clear of all liensany Liens (as such term is defined in Section 2.8), encumbrances, security interests, mortgages, pledges, claims and options (collectively, "Liens")Buyer will purchase such Shares from Seller for the Purchase Price referred to below.

Appears in 1 contract

Samples: Stock Purchase Agreement (B&g Foods Inc)

Purchase and Sale of the Shares. Upon the terms and subject to the conditions of this Agreement, at the closing provided for in Section 1.3 hereof Closing (the "Closing"as defined below), Seller the Sellers shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase, acquire and accept from Seller, all right, title and interest in and to the Shares, free and clear of all liensEncumbrances (as defined below), encumbrancesto the Buyer, security interestsand in consideration therefore, mortgages, pledges, claims and options (collectively, "Liens").the Buyer shall pay the following consideration:

Appears in 1 contract

Samples: Stock Purchase Agreement (Propel Media, Inc.)

Purchase and Sale of the Shares. Upon At the terms and Closing (as defined in Section 9.1.1), subject to the all conditions of this Agreement, at the closing provided for in Section 1.3 hereof (the "Closing")and provisions hereof, Seller shall sell, convey, assigntransfer, transfer assign and deliver the Shares to Buyer, and Buyer shall purchase, acquire purchase and accept the Shares from Seller, all right, title and interest in and to the Shares, free and clear of all liens, encumbrances, security interests, mortgages, pledges, claims and options (collectively, "Liens").

Appears in 1 contract

Samples: Stock Purchase Agreement (Continental Resources Inc)

Purchase and Sale of the Shares. Upon the terms and subject to the conditions of this Agreement, at the closing provided for in Section 1.3 hereof (the "Closing"), Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase, acquire and accept from Seller, all of Seller's right, title and interest in and to the Shares, free and clear of all liens, encumbrances, security interests, mortgages, pledges, claims and options (collectively, "Liens").

Appears in 1 contract

Samples: Stock Purchase Agreement (Healthsouth Corp)

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Purchase and Sale of the Shares. Upon the terms and subject to the conditions of this Agreement, at the closing provided for Closing (as defined in Section 1.3 hereof (the "Closing"2.3 hereof), Seller the Stockholder shall sell, convey, assign, transfer transfer, convey and deliver to BuyerPurchaser, and Buyer Purchaser shall purchase, acquire and accept from Sellerthe Stockholder, all right, title and interest in and to of the Shares, Shares free and clear of any and all liens, encumbrances, security interests, mortgages, pledges, claims and options (collectively, "Liens").

Appears in 1 contract

Samples: Stock Purchase Agreement (Andrews Group Inc /De/)

Purchase and Sale of the Shares. Upon On the terms and subject to the conditions of set forth in this Agreement, at the closing provided for in Section 1.3 hereof (Closing, the "Closing"), Seller shall sell, convey, assign, transfer and deliver to the Buyer, free and clear of all Liens, and the Buyer shall purchase, acquire and accept from the Seller, all of the Seller’s right, title and interest in and to the Shares, free immediately upon receipt of and clear of all liensin return for the Purchase Price, encumbrances, security interests, mortgages, pledges, claims and options which shall be paid as set forth in Section 2.03 (collectively, "Liens"the “Sale”).

Appears in 1 contract

Samples: Share Purchase Agreement (Synchronoss Technologies Inc)

Purchase and Sale of the Shares. Upon the terms and subject to the conditions of this Agreementset forth herein, at the closing provided for in Section 1.3 hereof of the Transactions (the "Closing"), Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase, purchase and acquire and accept from Seller, and Seller shall sell and transfer to Buyer all rightof the Shares for the consideration specified in Section 2.2, title and interest in and to the Shareseach case, free and clear of any and all liens, encumbrances, security interests, mortgages, pledges, claims and options (collectively, "Liens")Encumbrances.

Appears in 1 contract

Samples: Share Purchase Agreement (Braintech Inc)

Purchase and Sale of the Shares. (a) Upon the terms and subject to the conditions of set forth in this Agreement, at the closing provided for in Section 1.3 hereof (the "Closing"), Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase, acquire and accept purchase from Seller, all right, title and interest in and to the of Seller’s Shares, which Shares shall be sold to Buyer free and clear of all liens, encumbrances, security interests, mortgages, pledges, claims and options Liens (collectively, "Liens"other than Liens arising under applicable securities laws).

Appears in 1 contract

Samples: Share Purchase Agreement (Invitae Corp)

Purchase and Sale of the Shares. Upon the terms and subject to the conditions of this Agreement, at the closing provided for Closing (as defined in Section 1.3 hereof (the "Closing"2.3 hereof), Seller the Stockholders shall sell, convey, assign, transfer transfer, convey and deliver to BuyerPurchaser, and Buyer Purchaser shall purchase, acquire and accept from Sellerthe Stockholders, all right, title and interest in and to of the Shares, Shares free and clear of any and all liens, encumbrances, security interests, mortgages, pledges, claims and options (collectively, "Liens").

Appears in 1 contract

Samples: Stock Purchase Agreement (Andrews Group Inc /De/)

Purchase and Sale of the Shares. Upon the terms and subject to the conditions of this Agreement, at the closing Closing provided for in Section 1.3 hereof (the "Closing")1.3, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase, acquire and accept from Seller, all of Seller’s right, title and interest in and to the Shares, Shares free and clear of all liensLiens, encumbrances, security interests, mortgages, pledges, claims and options (collectively, "other than Permitted Liens").

Appears in 1 contract

Samples: Stock Purchase Agreement (Kratos Defense & Security Solutions, Inc.)

Purchase and Sale of the Shares. Upon the terms and subject to the conditions of this Agreement, at the closing Closing provided for in Section 1.3 hereof (the "Closing")3.1 hereof, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase, acquire and accept from Seller, all of Seller’s right, title and interest in and to the Shares, free and clear of all liens, encumbrances, security interests, mortgages, pledges, claims and options (collectively, "Liens").

Appears in 1 contract

Samples: Stock Purchase Agreement (TransDigm Group INC)

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