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

Purchase and Sale of the Shares. Subject to, and on the terms and conditions of, this Agreement, effective at the Closing, the Purchaser will purchase from the Seller, and the Seller will sell, transfer, convey, assign and deliver to the Purchaser, [] Shares at a purchase price of $2.00 per Share (the “Purchased Shares”), free and clear of all Liens. The aggregate purchase price for the Purchased Shares shall be an amount in cash equal to $[] (the “Purchase Price”).

Appears in 2 contracts

Samples: Securities Purchase Agreement, Securities Purchase Agreement

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Purchase and Sale of the Shares. Subject to, and on the terms and conditions of, this Agreement, effective at the Closing, the Purchaser will purchase from the Seller, and the Seller will sell, transfer, convey, assign and deliver to the Purchaser, [] 1,931,819 Shares at a purchase price of $2.00 0.44 per Share (the “Purchased Shares”), free and clear of all Liens. The aggregate purchase price for the Purchased Shares shall be an amount in cash equal to Eight Hundred Fifty Thousand Dollars and Thirty-Six Cents ($[] 850,000.36) (the “Purchase Price”).

Appears in 2 contracts

Samples: Securities Purchase Agreement, Securities Purchase Agreement

Purchase and Sale of the Shares. Subject to, and on the terms and conditions of, this Agreement, effective at the Closing, the Purchaser will purchase from the Seller, and the Seller will sell, transfer, convey, assign and deliver to the Purchaser, [] Shares at a purchase price of $2.00 1.50 per Share (the “Purchased Shares”), free and clear of all Liens. The aggregate purchase price for the Purchased Shares shall be an amount in cash equal to $[] (the “Purchase Price”).

Appears in 2 contracts

Samples: Securities Purchase Agreement, Securities Purchase Agreement

Purchase and Sale of the Shares. Subject to, and on the terms and conditions of, this Agreement, effective at the Closing, the Purchaser will purchase from the Seller, and the Seller will sell, transfer, convey, assign and deliver to the Purchaser, [] 250,000 Shares at a purchase price of $2.00 per Share (the “Purchased Shares”), free and clear of all Liens. The aggregate purchase price for the Purchased Shares shall be an amount in cash equal to $[] 500,000 (the “Purchase Price”).

Appears in 2 contracts

Samples: Securities Purchase Agreement, Securities Purchase Agreement

Purchase and Sale of the Shares. Subject to, and on the terms and conditions of, this Agreement, effective at the Closing, the Purchaser will purchase from the Seller, and the Seller will sell, transfer, convey, assign and deliver to the Purchaser, [] Shares at a purchase price all of $2.00 per Share (the “Purchased Shares”), free and clear of all Liens. The aggregate purchase price for the Purchased Shares shall be an amount in cash equal to the sum of (i) $[] 4,725,000 and (ii) the accrued and unpaid dividends thereon to, but excluding, the Closing Date (together, the “Purchase Price”).

Appears in 1 contract

Samples: Securities Purchase Agreement

Purchase and Sale of the Shares. Subject to, and on the terms and conditions of, this Agreement, effective at the Closing, the Purchaser will purchase from the Seller, and the Seller will sell, transfer, convey, assign and deliver to the Purchaser, [] 62,500 Shares at a purchase price of $2.00 per Share (the “Purchased Shares”), free and clear of all Liens. The aggregate purchase price for the Purchased Shares shall be an amount in cash equal to $[] 125,000 (the “Purchase Price”).

Appears in 1 contract

Samples: Securities Purchase Agreement

Purchase and Sale of the Shares. Subject to, and on Upon the terms and subject to the conditions of, set forth in this Agreement, effective at the ClosingClosing the Sellers will sell, transfer and deliver, and the Purchaser Buyer will purchase from the SellerSellers, and all of the Seller will sellShares, transfer, convey, assign and deliver to the Purchaser, [] Shares at a purchase price of $2.00 per Share (the “Purchased Shares”), free and clear of all Liens. The for an aggregate purchase price for the Purchased Shares shall be an amount price, subject to adjustment as described in Section 2.2, of Seven Million Three Hundred Thousand Dollars ($7,300,000) in cash equal to $[] (the “Purchase Price”).

Appears in 1 contract

Samples: Stock Purchase Agreement (1847 Holdings LLC)

Purchase and Sale of the Shares. Subject to, and on Upon the terms and subject to the conditions of, of this Agreement, effective at the Closing, the Purchaser will purchase from the Seller, and Closing the Seller will sell, transfer, convey, assign and deliver shall sell the Shares to the Purchaser, [] and the Purchaser shall purchase the Shares at a purchase price of $2.00 per Share (from the “Purchased Shares”), free and clear of all LiensSeller. The aggregate purchase price for the Purchased Shares shall be an amount eight hundred fifteen million three hundred thirty-five thousand dollars ($815,335,000) in cash equal to $[] (the “Purchase Price”). The Purchase Price shall be paid as provided in Section 2.4. The purchase and sale of the Shares is referred to herein as the “Acquisition”.

Appears in 1 contract

Samples: Stock Purchase Agreement (Spirit Finance Corp)

Purchase and Sale of the Shares. Subject to, and on On the terms and subject to the conditions of, of this Agreement, effective at the Closing, the Purchaser will purchase from the Seller, and the Seller will sell, transfer, convey, assign transfer and deliver to Buyer, and Buyer will purchase from Seller, all of Seller’s right, title and interest in and to the Purchaser, [] Shares at a purchase price of $2.00 per Share (the “Purchased Shares”), free and clear of all Liens. The Liens (such sale and purchase transaction, the “Purchase and Sale”), for an aggregate purchase price for the Purchased Shares shall be an amount in cash equal to $[] 163,500,000.00 (the “Purchase Price”), payable and subject to adjustment as set forth in Article II.

Appears in 1 contract

Samples: Stock Purchase Agreement (Regis Corp)

Purchase and Sale of the Shares. Subject to, and on the terms and conditions of, this Agreement, effective at the Closing, the Purchaser will purchase from the Seller, and the Seller will sell, transfer, convey, assign and deliver to the Purchaser, [ν] Shares at a purchase price of $2.00 1.50 per Share (the “Purchased Shares”), free and clear of all Liens. The aggregate purchase price for the Purchased Shares shall be an amount in cash equal to $[ν] (the “Purchase Price”).

Appears in 1 contract

Samples: Securities Purchase Agreement (First Security Group Inc/Tn)

Purchase and Sale of the Shares. Subject to, and on the terms and conditions of, this Agreement, effective at the Closing, the Purchaser will purchase from the Seller, and the Seller will sell, transfer, convey, assign and deliver to the Purchaser, [] Shares at a purchase price all of $2.00 per Share (the “Purchased Shares”), free and clear of all Liens. The aggregate purchase price for the Purchased Shares shall be an amount in cash equal to (a) Seven Million Dollars ($[] 7,000,000) plus (b) all of the accrued and unpaid dividends on the Shares through and including the Closing Date (collectively, the “Purchase Price”).

Appears in 1 contract

Samples: Securities Purchase Agreement

Purchase and Sale of the Shares. Subject to, and on Upon the terms and subject to the conditions of, of this Agreement, effective at the Closing, the Purchaser will purchase from Sellers shall sell, assign, transfer, convey and deliver the SellerShares and the Partnership Intercompany Notes to the Buyer, and the Seller will sellBuyer shall purchase the Shares and the Partnership Intercompany Notes from the Sellers, transfer, convey, assign and deliver to the Purchaser, [] Shares at a for an aggregate purchase price of $2.00 per Share 1,165,000,000 (the “Purchased Shares”"Base Purchase Price"), free and clear of all Liens. The aggregate purchase price for as adjusted pursuant to this Agreement (as so adjusted, the Purchased Shares shall be an amount in cash equal to $[] (the “"Purchase Price").

Appears in 1 contract

Samples: Stock Purchase Agreement (Vornado Realty Trust)

Purchase and Sale of the Shares. Subject to, and on Upon the terms and subject to the conditions of, of this Agreement, effective at the Closing, the Purchaser will purchase from the SellerSeller shall sell, and the Seller will sellassign, transfer, convey, assign convey and deliver to the PurchaserCompany, [] and the Company shall purchase, acquire and accept from Seller, the entire right, title and interest of Seller in and to the Purchased Shares at a purchase price of $2.00 per Share (the “Purchased Shares”), free and clear of all Liens. The for an aggregate purchase price for the Purchased Shares shall be an amount in cash equal to $[] 105,050,000 (the “Purchase Price”).

Appears in 1 contract

Samples: Share Purchase Agreement (Itausa S.A.)

Purchase and Sale of the Shares. Subject to, and on to the terms and conditions of, of this Agreement, effective at the Closing, the Purchaser will shall purchase from the Seller, and the Seller will sell, transfer, convey, assign and deliver shall sell to the Purchaser, [] Shares at a purchase price of $2.00 per Share (the “Purchased Shares”), free and clear of all Liens. The aggregate purchase price , in exchange for the Purchased Shares shall be an amount Four Hundred Million Dollars ($400,000,000.00) in cash equal (the “Base Purchase Price”), subject to $[] adjustment at and after the Closing as provided in this Agreement (as so adjusted from time to time, the “Purchase Price”).

Appears in 1 contract

Samples: Stock Purchase Agreement (Advanced Energy Industries Inc)

Purchase and Sale of the Shares. Subject to, and on the terms and conditions of, this Agreement, effective at the Closing, the Purchaser will purchase from the Seller, and the Seller will sell, transfer, convey, assign and deliver to the Purchaser, [] Shares at a purchase price of $2.00 per Share (the “Purchased Shares”), free and clear of all Liens. The aggregate purchase price for the Purchased Shares shall be an amount in cash equal to $[] (the “Purchase Price”).

Appears in 1 contract

Samples: Securities Purchase Agreement

Purchase and Sale of the Shares. Subject to, and on the terms and conditions of, this Agreement, effective at the Closing, the Purchaser will purchase from the Seller, and the Seller will sell, transfer, convey, assign and deliver to the Purchaser, [] Shares at a purchase price all of $2.00 per Share (the “Purchased Shares”), free and clear of all Liens. The aggregate purchase price for the Purchased Shares shall be an amount in cash equal to Twenty-Six Million Dollars ($[] 26,000,000) (the “Purchase Price”).

Appears in 1 contract

Samples: Securities Purchase Agreement

Purchase and Sale of the Shares. Subject to, and on the terms and conditions of, this Agreement, effective at the Closing, the Purchaser Company will purchase from the Seller, and the Seller will sell, transfer, convey, assign and deliver to the Purchaser, [] Company the Purchased Shares at a purchase price of $2.00 per Share (the “Purchased Shares”)set forth herein, free and clear of all LiensLiens other than restrictions on transfer imposed by federal and state securities laws. The aggregate purchase price for the Purchased Shares shall be an amount in cash equal to $[] 141,699.21 (the “Purchase Price”).

Appears in 1 contract

Samples: Stock Purchase Agreement (Broadway Financial Corp \De\)

Purchase and Sale of the Shares. Subject to, and on Upon the terms and subject to the conditions of, set forth in this Agreement, effective at the ClosingClosing the Seller will sell, transfer and deliver, and the Purchaser Buyer will purchase from the Seller, and all of the Seller will sell, transfer, convey, assign and deliver to the Purchaser, [] Shares at a or an aggregate purchase price of Six Million Five Hundred Thirty Two Thousand One Hundred Forty Dollars ($2.00 per Share (the “Purchased Shares”6,532,140), free consisting of the Cash Portion and clear of all Liens. The aggregate purchase price for the Purchased Shares shall be an amount in cash equal to $[] Buyer Note (each as defined below) (the “Purchase Price”), payable as described below.

Appears in 1 contract

Samples: Stock Purchase Agreement (1847 Holdings LLC)

Purchase and Sale of the Shares. Subject to, and on Upon the terms and subject to the conditions of, of this Agreement, effective at the Closing, Closing the Seller shall sell the Shares to the Purchaser will and the Purchaser shall purchase the Shares from the Seller, and the Seller will sell, transfer, convey, assign and deliver to the Purchaser, [] Shares at a purchase price of $2.00 per Share (the “Purchased Shares”), free and clear of all Liens. The aggregate purchase price for the Purchased Shares shall be an amount $300,000,000 in cash equal to $[] (the “Purchase Price”). The Purchase Price shall be paid as provided in Section 2.3 and shall be subject to adjustment as provided in Section 2.4. The purchase and sale of the Shares is referred to herein as the “Acquisition”.

Appears in 1 contract

Samples: Stock Purchase Agreement (New York Times Co)

Purchase and Sale of the Shares. Subject to, and on Upon the terms and subject to the conditions of, of this Agreement, effective at the Closing, Seller shall sell the Purchaser will purchase from the SellerShares to Buyer, and Buyer shall purchase the Seller will sell, transfer, convey, assign and deliver to the Purchaser, [] Shares at a purchase price of $2.00 per Share (the “Purchased Shares”), free and clear of all Liensfrom Seller. The aggregate purchase price for the Purchased Shares shall be an amount in cash equal to $[] (the “Purchase Price”) is One Hundred Nineteen Million Eight Hundred Fifty Thousand Dollars ($119,850,000)., consisting of:

Appears in 1 contract

Samples: Stock Purchase Agreement (Salix Pharmaceuticals LTD)

Purchase and Sale of the Shares. Subject to, and on the terms and conditions of, this Agreement, effective at the Closing, the Purchaser will purchase from the Seller, and the Seller will sell, transfer, convey, assign and deliver to the Purchaser, [] 20,000,000 Shares at a purchase price of $2.00 0.10 per Share (the “Purchased Shares”), free and clear of all Liens. The aggregate purchase price for the Purchased Shares shall be an amount in cash equal to $[] 2,000,000 (the “Purchase Price”).

Appears in 1 contract

Samples: Securities Purchase Agreement

Purchase and Sale of the Shares. Subject to, and on the terms and conditions of, this Agreement, effective at the Closing, the Purchaser will purchase from the Seller, and the Seller will sell, transfer, convey, assign and deliver to the Purchaser, [] 350,000 Shares at a purchase price of $2.00 per Share (the “Purchased Shares”), free and clear of all Liens. The aggregate purchase price for the Purchased Shares shall be an amount in cash equal to $[] 700,000 (the “Purchase Price”).

Appears in 1 contract

Samples: Securities Purchase Agreement

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Purchase and Sale of the Shares. Subject to, and on Upon the terms and subject to the conditions of, set forth in this Agreement, effective at the ClosingClosing the Seller will sell, transfer and deliver, and the Purchaser Buyer will purchase from the Seller, and all of the Seller will sell, transfer, convey, assign and deliver to the Purchaser, [] Shares at a for an aggregate purchase price of $2.00 per Share (the “Purchased Shares”), free and clear of all Liens. The aggregate purchase price for the Purchased Shares shall be an amount in cash equal to $[] 1,600,000 (the “Purchase Price”)) payable as described below.

Appears in 1 contract

Samples: Stock Purchase Agreement (Victory Oilfield Tech, Inc.)

Purchase and Sale of the Shares. Subject to, and on the terms and conditions of, this Agreement, effective at the Closing, the Purchaser will purchase from the Seller, and the Seller will sell, transfer, convey, assign and deliver to the Purchaser, [] 26,164 Shares at a purchase price of $2.00 per Share (the “Purchased Shares”), free and clear of all Liens. The aggregate purchase price for the Purchased Shares shall be an amount in cash equal to $[] 52,328 (the “Purchase Price”).

Appears in 1 contract

Samples: Securities Purchase Agreement

Purchase and Sale of the Shares. Subject to, and on On the terms and subject to the conditions of, of this Agreement, effective at the ClosingClosing (as defined in Section 1.02), the Purchaser will purchase from the Seller, and the Seller will shall sell, transfer, convey, assign transfer and deliver to the Purchaser, [] and Purchaser shall purchase from Seller, the fully paid and nonassessable Shares at a for an aggregate cash purchase price of $2.00 per Share U.S.$400,000,000 (the “Purchased Shares”"Purchase Price"), free and clear of all Lienspayable as set forth in Section 1.03. The aggregate purchase price for and sale of the Purchased Shares shall be an amount is referred to in cash equal to $[] (this Agreement as the “Purchase Price”)"Acquisition".

Appears in 1 contract

Samples: Stock Purchase Agreement (Rj Reynolds Tobacco Holdings Inc)

Purchase and Sale of the Shares. Subject to, and on the terms and conditions of, this Agreement, effective at the Closing, the Purchaser Company will purchase from the Seller, and the Seller will sell, transfer, convey, assign and deliver to the PurchaserCompany, [] Shares at a purchase price of $2.00 per Share (the “Purchased Shares”), free and clear of all Liens. The aggregate purchase price for the Purchased Shares shall be an amount in cash equal to Two Million Five Hundred Thousand ($[] 2,500,000) (the “Purchase Price”).

Appears in 1 contract

Samples: Securities Purchase Agreement (Carver Bancorp Inc)

Purchase and Sale of the Shares. Subject to, and on the terms and conditions of, this Agreement, effective at the Closing, the Purchaser will purchase from the Seller, and the Seller will sell, transfer, convey, assign and deliver to the Purchaser, [] Shares at a purchase price of $2.00 per Share (the “Purchased Shares”), free and clear of all Liens. The aggregate purchase price for the Purchased Shares Shares, including all accrued and unpaid dividends, shall be an amount in cash equal to One Million Three Hundred Forty- Eight Thousand Dollars ($[] 1,348,000) (the “Purchase Price”).

Appears in 1 contract

Samples: Securities Purchase Agreement

Purchase and Sale of the Shares. Subject to, and on Upon the terms and subject to the conditions of, of this Agreement, effective at the Closing, each Seller will sell to Buyer the Purchaser Shares owned by it, and Buyer will purchase from Sellers the Seller, and the Seller will sell, transfer, convey, assign and deliver to the Purchaser, [] Shares at a purchase price of $2.00 per Share (the “Purchased Shares”), free and clear of all Liens. The aggregate purchase price for the Purchased Shares shall be an amount is $20,000,000 in cash equal to $[] (the “Purchase Price”). The purchase and sale of the Shares is referred to in this Agreement as the “Acquisition.

Appears in 1 contract

Samples: Stock Purchase Agreement (Quixote Corp)

Purchase and Sale of the Shares. Subject to, and on the terms and conditions of, this Agreement, effective at the Closing, the Purchaser will purchase from the Seller, and the Seller will sell, transfer, convey, assign and deliver to the Purchaser, [] 574,000 Shares at a purchase price of $2.00 1.50 per Share (the “Purchased Shares”), free and clear of all Liens. The aggregate purchase price for the Purchased Shares shall be an amount in cash equal to $[] 861,000.00 (the “Purchase Price”).

Appears in 1 contract

Samples: Securities Purchase Agreement (MFP Investors LLC)

Purchase and Sale of the Shares. Subject to, and on On the terms and subject to the conditions of, of this Agreement, effective at the Closing, the Purchaser will purchase from the Seller, and the Seller will shall sell, transfer, convey, assign transfer and deliver to the Purchaser, [] and Purchaser shall purchase from Seller, the Shares at a for an aggregate purchase price of $2.00 per Share (the “Purchased Shares”), free and clear of all Liens. The aggregate purchase price for the Purchased Shares shall be an amount in cash equal to $[] 270,000,000 (the “Purchase Price”), payable as set forth below in Section 1.02 and subject to adjustment as provided in Section 1.04. The purchase and sale of the Shares is referred to in this Agreement as the “Acquisition”.

Appears in 1 contract

Samples: Stock Purchase Agreement (WRC Media Inc)

Purchase and Sale of the Shares. Subject to, and on On the terms and subject to the conditions of, of this Agreement, effective at the Closing, the Purchaser will purchase from the Seller, and the Seller will shall sell, transfer, convey, assign transfer and deliver to the Purchaser, [] Shares at a purchase price of $2.00 per Share (the “Purchased Shares”), free and clear of all Liens. The , and Purchaser shall purchase from Seller, the Shares for an aggregate purchase price for the Purchased Shares shall be an amount of $185,630,852 in cash equal to $[] (the “Purchase Price”), payable as set forth below in Section 1.03. The purchase and sale of the Shares is referred to in this Agreement as the “Acquisition”.

Appears in 1 contract

Samples: Stock Purchase Agreement (Gateway Inc)

Purchase and Sale of the Shares. Subject to, and on the terms and conditions of, this Agreement, effective at the Closing, the Purchaser will purchase from the Seller, and the Seller will sell, transfer, convey, assign and deliver to the Purchaser, [] 289,000 Shares at a purchase price of $2.00 per Share (the “Purchased Shares”), free and clear of all Liens. The aggregate purchase price for the Purchased Shares shall be an amount in cash equal to $[] 578,000 (the “Purchase Price”).

Appears in 1 contract

Samples: Securities Purchase Agreement

Purchase and Sale of the Shares. Subject to, and on the terms and conditions of, this Agreement, effective at the Closing, the Purchaser Company will purchase from the Seller, and the Seller will sell, transfer, convey, assign and deliver to the PurchaserCompany, [] Shares at a purchase price all of $2.00 per Share (the “Purchased Shares”), free and clear of all Liens. The aggregate purchase price for the Purchased Shares Shares, including any and all accrued and unpaid dividends, shall be an amount in cash equal to One Million Forty Four Thousand Dollars ($[] 1,044,000.00) (the “Purchase Price”).

Appears in 1 contract

Samples: Securities Purchase Agreement

Purchase and Sale of the Shares. Subject to, and on the terms and conditions of, this Agreement, effective at the Closing, the Purchaser Company will purchase from the SellerStockholder, and the Seller Stockholder will sell, transfer, convey, assign and deliver to the PurchaserCompany, [] Shares at a purchase price all of $2.00 per Share (the “Purchased Shares”), free and clear of all Liens. The aggregate purchase price for the Purchased Shares shall be an amount in cash equal to $[] 5.2 billion plus accrued and unpaid dividends with respect to the Shares as of the Closing (the “Share Purchase Price”).

Appears in 1 contract

Samples: Ally Financial Inc.

Purchase and Sale of the Shares. Subject to, and on the terms and conditions of, this Agreement, effective at the Closing, the Purchaser will purchase from the Seller, and the Seller will sell, transfer, convey, assign and deliver to the Purchaser, [] Shares at a purchase price of $2.00 per Share (the “Purchased Shares”), free and clear of all Liens. The aggregate purchase price for the Purchased Shares shall be an amount in cash equal to $[] (the “Purchase Price”).

Appears in 1 contract

Samples: Securities Purchase Agreement (Monarch Community Bancorp Inc)

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