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

Purchase and Sale of the Shares. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, convey, assign, transfer and deliver to Buyer, free and clear of any and all Liens (except Liens under applicable securities Laws), and Buyer shall purchase, acquire and accept from Seller, all of Seller’s right, title and interest in and to the Shares.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Neogenomics Inc), Stock Purchase Agreement (General Electric Co)

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Purchase and Sale of the Shares. On Upon the terms and subject to the conditions set forth in this Agreement, at the ClosingClosing (as hereinafter defined), Seller the Selling Shareholder shall sell, conveytransfer, assign, transfer assign and deliver to Buyer, free and clear of any and all Liens (except Liens under applicable securities Laws)the Company, and Buyer the Company shall purchase, purchase and acquire and accept from Sellerthe Selling Shareholder, all of Seller’s right, title and interest in and to the Shares, free and clear of any and all liens, pledges, security interests, charges, claims, options, rights of first refusal, rights of conversion, exchange or purchase, and adverse claims or rights whatsoever.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Chromcraft Revington Inc), Stock Purchase Agreement (Citigroup Inc)

Purchase and Sale of the Shares. On Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Closing (as defined in Section 1.3 below) Seller shall sellsell to Purchaser, conveyand Purchaser shall purchase from Seller, assign, transfer and deliver to Buyerthe Shares, free and clear of all liens, mortgages, charges, security interests, burdens, encumbrances or other restrictions or limitations of any nature whatsoever ("Liens") and together with all Liens (except Liens under applicable securities Laws), rights now and Buyer shall purchase, acquire and accept from Seller, all of Seller’s right, title and interest in and to the Shareshereafter attaching thereto.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Sodak Gaming Inc), Stock Purchase Agreement (Lady Luck Gaming Corp)

Purchase and Sale of the Shares. On Upon the terms and subject to the conditions set forth in this Agreement, at the ClosingClosing (as hereinafter defined), Seller the Selling Shareholder shall sell, conveytransfer, assign, transfer assign and deliver to Buyer, free and clear of any and all Liens (except Liens under applicable securities Laws)the Purchaser, and Buyer the Purchaser shall purchase, purchase and acquire and accept from Sellerthe Selling Shareholder, all of Seller’s right, title and interest in and to the Shares, free and clear of any and all liens, pledges, security interests, charges, claims, options, rights of first refusal, rights of conversion, exchange or purchase, and adverse claims or rights whatsoever.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Citigroup Inc), Stock Purchase Agreement (Chromcraft Revington Inc)

Purchase and Sale of the Shares. On Upon the terms and subject to the conditions set forth in of this Agreement, at the Closing, the Seller shall sell, convey, assign, transfer and deliver to Buyer, free and clear of any and all Liens (except Liens under applicable securities Laws)the Purchasers, and Buyer shall the Purchasers shall, severally and not jointly, purchase, acquire and accept from the Seller, all of Seller’s right, title and interest in and to the Shares, free and clear of any and all Liens, except for any Liens arising under the Securities Act or any applicable state securities Laws.

Appears in 2 contracts

Samples: Stock Purchase Agreement (OCM Principal Opportunities Fund IV, LP), Stock Purchase Agreement (OCM Principal Opportunities Fund IV, LP)

Purchase and Sale of the Shares. On Upon the terms and subject to the conditions set forth in 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, free and clear of any and all Liens (except Liens under applicable securities Laws), 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 (Select Medical Corp)

Purchase and Sale of the Shares. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller the Sellers shall sell, convey, assign, transfer and deliver to Buyerthe Acquiror, free and clear of any and all Liens (except Liens under applicable securities Laws)Liens, and Buyer the Acquiror shall purchase, acquire and accept from Sellerthe Sellers, all of Seller’s the Sellers’ right, title and interest in and to the Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (Rli Corp)

Purchase and Sale of the Shares. On At the terms Closing, on and subject to the terms and conditions set forth in this Agreement, at the Closing, Seller Selling Stockholders shall sell, convey, assign, transfer transfer, convey and deliver to Buyer, and Buyer shall purchase from the Selling Stockholders, all of the Shares, free and clear of any and all Liens (except Liens under applicable securities Laws), and Buyer shall purchase, acquire and accept from Seller, all of Seller’s right, title and interest in and to the SharesLiens.

Appears in 1 contract

Samples: Stock Purchase Agreement (Penson Worldwide Inc)

Purchase and Sale of the Shares. On Upon the terms and subject to the conditions set forth in of this Agreement, at the Closing, Seller the Sellers shall sell, convey, assign, transfer transfer, convey and deliver deliver, or cause to Buyerbe sold, assigned, transferred, conveyed and delivered to the Purchaser, such number of Shares (“Transfer Shares”) for such a price as set forth in Section 2.2 and any and all right, title and interest of the Sellers in and to such Shares, free and clear of any and all Liens (except Liens under applicable securities Laws)Encumbrances, and Buyer the Purchaser shall purchase, acquire and accept from Seller, all of Seller’s right, title and interest in and to the purchase such Shares.

Appears in 1 contract

Samples: Share Purchase Agreement (TuanChe LTD)

Purchase and Sale of the Shares. On (a) Upon the terms and subject to the conditions set forth in of this Agreement, at the Closing, the Seller shall sell, convey, assign, transfer and deliver sell to the Buyer, free and clear of any and all Liens (except Liens under applicable securities Laws), and the Buyer shall purchase, purchase and acquire and accept from the Seller, all of Seller’s its right, title and interest in and to the Shares, together with all rights of any nature which are now or which may at any time become attached to them, free and clear of all Encumbrances other than restrictions on transfer pursuant to applicable Law or any Encumbrance created by the Buyer.

Appears in 1 contract

Samples: Share Purchase Agreement (Stratus Technologies Bermuda Holdings Ltd.)

Purchase and Sale of the Shares. On Upon the terms and subject to the conditions set forth in 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, free and clear of any and all Liens (except Liens under applicable securities Laws), and Buyer shall purchase, acquire and accept from Seller, all of Seller’s right, title and interest in and to the Shares, free of liens, encumbrances, security interests, mortgages, pledges, claims or options, of any kind whatsoever (collectively, "Liens").

Appears in 1 contract

Samples: Stock Purchase Agreement (Fidelity National Financial Inc /De/)

Purchase and Sale of the Shares. On Upon the terms and subject to the conditions set forth in of this Agreement, at the Closing, Seller (a) the Sellers shall sell, convey, assign, transfer transfer, convey and deliver the Equity Interests to the Buyer, free and clear of any and all Liens (except Liens under applicable Liens, other than restrictions on transfer imposed by federal or state securities Laws), in consideration for the Seller Closing Consideration, and Buyer (b) the Buyer, in reliance on the representations, warranties and covenants of the Company and each Seller contained herein, shall purchase, acquire and accept from Seller, accordingly purchase all of Seller’s right, title and interest in and to such Equity Interests from the SharesSellers.

Appears in 1 contract

Samples: Membership Interests Purchase Agreement (Nikola Corp)

Purchase and Sale of the Shares. On At the terms Closing (as defined in Section 2.3 below), the Buyer shall purchase from the Shareholder, and subject to the conditions set forth in this Agreement, at the Closing, Seller Shareholder shall sell, conveytransfer, assign, transfer convey and deliver to the Buyer, all of the Shares, free and clear of any and all Liens (except Liens under applicable securities Laws)mortgage, and Buyer shall purchasepledge, acquire and accept from Sellerhypothecation, all rights of Seller’s rightothers, claim, security interest, encumbrance, title and interest in and defect, title retention agreement, voting trust agreement, interest, option, lien, charge or similar restrictions or limitations, including, but not limited to, any restriction on the right to vote, sell or otherwise dispose of the SharesShares (collectively, “Liens”).

Appears in 1 contract

Samples: Stock Purchase Agreement (MTC Technologies Inc)

Purchase and Sale of the Shares. On the terms and subject to the conditions set forth in this Agreement, at the Closing, each Seller shall sell, convey, assign, transfer and deliver to Buyerthe Acquiror, free and clear of any and all Liens (except Liens under applicable securities Laws)Liens, and Buyer the Acquiror shall purchase, acquire and accept from each such Seller, all of such Seller’s right, title and interest in and to the Shares, including any Shares acquired by any Seller after the execution of this Agreement but prior to the Closing.

Appears in 1 contract

Samples: Stock Purchase Agreement (Validus Holdings LTD)

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Purchase and Sale of the Shares. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, convey, assign, transfer and deliver to Buyer, free and clear of any and all Liens (except Liens under applicable other than restrictions on transfer imposed by securities and insurance Laws), and Buyer shall purchase, acquire and accept from Seller, all of Seller’s right, title and interest in and to the SharesShares in exchange for the Purchase Price.

Appears in 1 contract

Samples: Stock Purchase Agreement (American Financial Group Inc)

Purchase and Sale of the Shares. On Upon the terms and subject to the conditions set forth in of this Agreement, at the Closing, Seller shall sell, convey, assign, transfer and deliver to Buyer, free and clear of any and all Liens (except Liens under applicable securities Laws), 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 (other than restrictions under applicable securities laws).

Appears in 1 contract

Samples: Stock Purchase Agreement (Syneos Health, Inc.)

Purchase and Sale of the Shares. On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Seller shall will sell, convey, assign, transfer and deliver to Buyerthe Acquiror, free and clear of any and all Liens (except Liens under applicable securities Laws)Liens, and Buyer shall the Acquiror will purchase, acquire and accept from the Seller, the Shares, including all of the Seller’s right, title and interest in therein and to the Sharesthereto.

Appears in 1 contract

Samples: Stock Purchase Agreement (Ge Financial Assurances Holdings Inc)

Purchase and Sale of the Shares. On the terms and subject to the conditions set forth in of this Agreement, at the Closing, Buyer shall purchase and acquire from Seller, and Seller shall sell, convey, assigntransfer, transfer assign and deliver to Buyer, free and clear of any and all Liens (except Liens under applicable securities Laws), and Buyer shall purchase, acquire and accept from Seller, all of Seller’s right, title and interest (record and beneficial) in and to the Shares, free and clear of all Liens (other than restrictions imposed on transfer under applicable federal and/or state securities Laws or regulations).

Appears in 1 contract

Samples: Stock Purchase Agreement (Shutterfly Inc)

Purchase and Sale of the Shares. (a) On the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller the Sellers shall sell, convey, assign, transfer and deliver to Buyerthe Purchaser and the Purchaser shall purchase and acquire from the Sellers, all (but not less than all) of Sellers’ right, title and interest (whether legal or beneficial) in, to and under the Shares, including without limitation all rights attaching to such Shares, in each case free and clear of any and all Liens (except Liens under applicable securities Laws), and Buyer shall purchase, acquire and accept from Seller, all of Seller’s right, title and interest in and to the SharesEncumbrances.

Appears in 1 contract

Samples: Share Purchase Agreement (Fintech Holdings Inc.)

Purchase and Sale of the Shares. On Subject to the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, convey, assign, transfer transfer, convey and deliver the Shares to Buyerthe Buyers, and the Buyers shall purchase and acquire from Seller, all right, title and interest in, to and under the Shares from Seller, free and clear of any and all Liens lien, claim, option, mortgage, pledge, security interest, charge, encumbrance or other restriction of any nature whatsoever (except Liens under applicable securities Laws)each, and Buyer shall purchase, acquire and accept from Seller, all a “Lien”) or right or claim of Seller’s right, title and interest in and to the Sharesothers.

Appears in 1 contract

Samples: Stock Purchase Agreement (Boston Private Financial Holdings Inc)

Purchase and Sale of the Shares. On Upon the terms and subject to the conditions set forth in of this Agreement, at the Closing, Seller shall sell, convey, assign, transfer and deliver to Buyer, free and clear of any and all Liens (except Liens under applicable securities Laws), 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 (other than restrictions under applicable securities Laws).

Appears in 1 contract

Samples: Stock Purchase Agreement (Armstrong Flooring, Inc.)

Purchase and Sale of the Shares. On Upon the terms and subject to the conditions set forth in of this Agreement, at the Closing, the Seller shall sell, convey, assign, transfer and deliver sell the Shares with full title guarantee to the Buyer, free and clear of all Encumbrances together with all rights attaching to them as at Closing (including the right to receive all dividends, return of capital or any other distributions declared, made or paid with effect from and all Liens (except Liens under applicable securities Lawsafter the Closing), and the Buyer shall purchase, acquire and accept purchase the Shares from the Seller, all of Seller’s right, title and interest in and to the Shares.

Appears in 1 contract

Samples: Share Purchase Agreement (VERRA MOBILITY Corp)

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