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

Purchase and Sale of the Shares. Subject to the terms and conditions set forth in this Agreement, at the Closing (as defined below), the Seller shall sell and transfer to Buyer, and Buyer shall purchase and receive from the Seller, all of the Shares, free and clear of any liens or encumbrances other than those imposed by applicable securities laws, those incurred by Buyer or those imposed by this Agreement, the Note (as defined below) or the other agreements, instruments or documents contemplated by this Agreement (collectively with this Agreement, the “Transaction Documents”).

Appears in 2 contracts

Samples: Stock Purchase Agreement (Intercloud Systems, Inc.), Stock Purchase Agreement (Spectrum Global Solutions, Inc.)

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Purchase and Sale of the Shares. Subject to the terms and conditions set forth of this Agreement, and in reliance upon the representations, warranties, and covenants contained in this Agreement, at the Closing (as defined below), the Seller shall sell sell, assign, transfer, convey and transfer deliver to Buyer, and Buyer shall purchase and receive acquire from the Seller, all of the Shares, free and clear of any liens or encumbrances other than those imposed all Liens, all right, title and interest in and to all of the Shares owned by applicable securities laws, those incurred by Buyer or those imposed by this Agreement, the Note (as defined below) or the other agreements, instruments or documents contemplated by this Agreement (collectively with this Agreement, the “Transaction Documents”)Seller.

Appears in 2 contracts

Samples: Equity Purchase Agreement (Xtant Medical Holdings, Inc.), Equity Purchase Agreement (Surgalign Holdings, Inc.)

Purchase and Sale of the Shares. (a) Subject to the terms and conditions set forth in of this Agreement, the Purchaser shall acquire at the Closing (as defined below), and the Seller shall sell and transfer to Buyer, and Buyer shall purchase and receive from the Seller, all of Purchaser at the SharesClosing, free and clear of any liens mortgage, pledge, lien, conditional sale agreement, security agreement, transfer restriction, encumbrance or encumbrances other than those imposed by applicable securities lawscharge (collectively, those incurred by Buyer or those imposed by this Agreement, the Note (as defined below) or the other agreements, instruments or documents contemplated by this Agreement (collectively with this Agreement, the Transaction DocumentsLiens”), all of the Shares in exchange for the consideration specified below in this Section 1.1.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Tabula Rasa HealthCare, Inc.), Stock Purchase Agreement (Tabula Rasa HealthCare, Inc.)

Purchase and Sale of the Shares. Subject to the terms and conditions set forth in this Agreement, at the Closing (as defined below), the Seller shall sell and transfer to Buyer, and Buyer shall purchase and receive from the Seller, all of the Shares, free and clear of any liens or encumbrances other than those imposed by applicable securities laws, those incurred by Buyer or those imposed by this Agreement, the Note (as defined below) Agreement or the other agreements, instruments or documents contemplated by this Agreement (collectively with this Agreement, the “Transaction Documents”).

Appears in 2 contracts

Samples: Stock Purchase Agreement (Intercloud Systems, Inc.), Stock Purchase Agreement (Spectrum Global Solutions, Inc.)

Purchase and Sale of the Shares. Subject to the terms and conditions set forth in this Agreement, at the Closing (as defined below), the Seller shall sell and transfer to Buyer, and Buyer shall purchase and receive from the Seller, all of the Shares, free and clear of any liens or encumbrances other than those imposed by applicable securities laws, those incurred by Buyer or those imposed by this Agreement, the Note (as defined below) or the other agreements, instruments or documents contemplated by this Agreement (collectively with this Agreement, the “Transaction Documents”).

Appears in 1 contract

Samples: Stock Purchase Agreement (High Wire Networks, Inc.)

Purchase and Sale of the Shares. Subject to Upon the terms and subject to the conditions set forth in of this Agreement, at the Closing (as defined below)Closing, the Seller shall sell sell, assign, transfer, convey and transfer deliver the Shares to Buyer, and Buyer shall purchase and receive from the Seller, all of the SharesPurchaser, free and clear of any liens or encumbrances other than those imposed by applicable securities lawsall Encumbrances, those incurred by Buyer or those imposed by this Agreementand Purchaser, in reliance on the Note representations, warranties and covenants of Seller contained herein, shall purchase the Shares from Seller, for an aggregate purchase price (as defined belowthe "Purchase Price") or the other agreements, instruments or documents contemplated by this Agreement (collectively with this Agreement, the “Transaction Documents”).of:

Appears in 1 contract

Samples: Stock Purchase Agreement (Coolbrands International Inc)

Purchase and Sale of the Shares. Subject to and upon the terms and conditions set forth in of this Agreement, at the Closing (as defined below), the Seller shall sell hereby agrees to sell, transfer, convey, assign and transfer deliver to the Buyer, and the Buyer shall purchase hereby agrees to purchase, acquire and receive accept the Shares from the Seller, all of at the SharesClosing, free and clear of any liens or encumbrances other than those imposed by applicable securities laws, those incurred by Buyer or those imposed by this AgreementRestrictions whatsoever. At the Closing, the Note (as defined below) or Seller shall deliver to Buyer the other agreements, instruments or documents contemplated Shares free and clear of any Restrictions along with appropriate stock powers duly executed by this Agreement (collectively with this Agreement, the “Transaction Documents”)Seller.

Appears in 1 contract

Samples: Stock Purchase and Sale Agreement (Smith & Wesson Holding Corp)

Purchase and Sale of the Shares. Subject to Upon the terms and subject to the conditions set forth in of this Agreement, at concurrent with the Closing (as defined below)execution and delivery of this Agreement, the Seller shall sell sell, assign, transfer, convey and transfer deliver, or cause to Buyerbe sold, assigned, transferred, conveyed and Buyer shall purchase and receive from delivered, to the SellerPurchaser, all of the Shares, free and clear of any liens or encumbrances other than those imposed by applicable securities laws, those incurred by Buyer or those imposed by this Agreement, the Note (as defined below) or Purchaser shall purchase the other agreements, instruments or documents contemplated by this Agreement (collectively with this Agreement, the “Transaction Documents”)Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (Vizirgianakis Stavros G.)

Purchase and Sale of the Shares. Subject to Upon the terms and subject to the conditions set forth in of this Agreement, subject to Section 1.11, at the Closing (as defined below)Closing, the each Seller shall sell sell, assign, transfer and transfer convey to BuyerPurchaser, and Buyer Purchaser shall purchase and receive acquire from the such Seller, all of the Shares, free and clear of any liens or encumbrances other than those imposed Shares owned by applicable securities laws, those incurred by Buyer or those imposed by this Agreement, the Note (as defined below) or the other agreements, instruments or documents contemplated by this Agreement (collectively with this Agreement, the “Transaction Documents”)such Seller.

Appears in 1 contract

Samples: Stock Purchase Agreement (Inpixon)

Purchase and Sale of the Shares. Subject to Upon the terms and subject to the conditions set forth in of this AgreementAgreement and on the basis of the representations, warranties and agreements contained herein, at the Closing (as defined below), the each Seller shall sell sell, assign, transfer, convey and transfer deliver to Buyer, and Buyer shall purchase and receive from the Seller, Purchaser all of such Seller’s right, title and interest in and to the SharesShares owned by such Seller, free and clear of any liens or encumbrances other than those imposed by applicable securities lawsall Liens, those incurred by Buyer or those imposed by this Agreement, and the Note (as defined below) or the other agreements, instruments or documents contemplated by this Agreement (collectively with this Agreement, the “Transaction Documents”)Purchaser shall purchase and acquire all of such Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (Cambium Learning Group, Inc.)

Purchase and Sale of the Shares. Subject to (a) Upon the terms and subject to the conditions set forth in of this Agreement, at the Closing (as defined below)Closing, the Seller shall sell and transfer to Buyershall, and Buyer shall purchase and receive from cause the Seller, all Persons who own of record any of the SharesShares to, sell, assign, transfer, convey and deliver the Shares to Purchaser, free and clear of any liens or encumbrances other than those imposed by applicable securities lawsall Encumbrances, those incurred by Buyer or those imposed by this Agreement, and Purchaser shall purchase the Note (as defined below) or the other agreements, instruments or documents contemplated by this Agreement (collectively with this Agreement, the “Transaction Documents”)Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (Centerpulse LTD)

Purchase and Sale of the Shares. Subject to the terms and conditions set forth in of this Agreement, at the Closing (as defined below)Closing, the Seller shall sell sell, convey, transfer, assign and transfer deliver to BuyerPurchaser, free and clear of all Liens, and Buyer Purchaser shall purchase and receive from the Seller, all of the SharesSeller’s right, free title and clear interest in, to and under all of any liens or encumbrances other than those imposed the Shares (such purchase and sale of the Shares by applicable securities laws, those incurred by Buyer or those imposed by this Agreement, the Note (Purchaser shall be referred to collectively as defined below) or the other agreements, instruments or documents contemplated by this Agreement (collectively with this Agreement, the “Transaction DocumentsPurchase and Sale”).

Appears in 1 contract

Samples: Stock Purchase Agreement (Pfsweb Inc)

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Purchase and Sale of the Shares. Subject to Upon the terms and subject to the conditions set forth in this Agreement, at the Closing (as defined below)Closing, the Seller shall sell and transfer to Buyersell, and Buyer shall purchase and receive from the Seller, all of Seller’s right, title and interest in and to all of the Shares, free and clear of any liens or encumbrances Liens other than those imposed by restrictions on transfer under applicable securities lawsLaws, those incurred by Buyer or those imposed by this Agreement, for the Note (as defined below) or the other agreements, instruments or documents contemplated by this Agreement (collectively with this Agreement, the “Transaction Documents”)consideration specified in Section 2.3.

Appears in 1 contract

Samples: Stock Purchase Agreement (New Residential Investment Corp.)

Purchase and Sale of the Shares. Subject to the terms and conditions set forth in of this Agreement, at the Closing (as defined below)Closing, the Seller shall sell and transfer to Buyer, and Buyer shall purchase and receive from the Seller, all each of the SharesSellers shall sell, convey, transfer, assign and deliver to Purchaser, free and clear of any liens or encumbrances other than those imposed all Liens, and Purchaser shall purchase from the Sellers, all of each Seller’s respective right, title and interest in, to and under the Shares (such purchase and sale of the Shares by applicable securities laws, those incurred by Buyer or those imposed by this Agreement, the Note (Purchaser shall be referred to collectively as defined below) or the other agreements, instruments or documents contemplated by this Agreement (collectively with this Agreement, the “Transaction DocumentsPurchase and Sale”).

Appears in 1 contract

Samples: Stock Purchase Agreement (Pfsweb Inc)

Purchase and Sale of the Shares. Subject At the Closing and subject to the terms and conditions set forth in this Agreement, at the Closing (as defined below), the Seller shall sell sell, assign, transfer, convey, and transfer deliver to Buyer, and Buyer shall purchase and receive from the Seller, all of the Shares, Shares free and clear of any liens or encumbrances all Encumbrances other than those imposed by applicable securities lawsPermitted Encumbrances, those incurred by Buyer or those imposed by this Agreement, for and in consideration of the Note amounts set forth below in Section 2.2 (as defined below) or the other agreements, instruments or documents contemplated by this Agreement (collectively with this Agreement, the “Transaction DocumentsSale”).

Appears in 1 contract

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

Purchase and Sale of the Shares. Subject to On the basis of the representations, warranties and undertakings set forth in this Agreement, and on the terms and subject to the conditions set forth in this Agreement, at the Closing (as defined below)Closing, the each Seller shall sell and transfer the Shares listed next to such Seller's name on Schedule A hereto to the Buyer, and the Buyer shall purchase and receive such Shares from the each Seller, all of the Shares, free and clear of any liens or all claims, charges, liens, contracts, rights, options, security interests, mortgages, encumbrances other than those imposed by applicable securities lawsand restrictions of every kind and nature (together, those incurred by Buyer or those imposed by this Agreement, the Note (as defined below) or the other agreements, instruments or documents contemplated by this Agreement (collectively with this Agreement, the “Transaction Documents”"Claims").

Appears in 1 contract

Samples: Stock Purchase and Sale Agreement (Zhone Technologies Inc)

Purchase and Sale of the Shares. Subject to the terms and conditions set forth in of this AgreementAgreement and on the basis of the representations, warranties, covenants and agreements herein contained, at the Closing Closing, the Shareholder shall sell, assign, convey and deliver to the Purchaser (as defined belowor its designee), the Seller shall sell free and transfer to Buyerclear of all Liens, and Buyer the Purchaser (or its designee) shall purchase purchase, acquire and receive accept from the SellerShareholder, free and clear of all Liens, all of the Shares, free and clear of any liens or encumbrances other than those imposed by applicable securities laws, those incurred by Buyer or those imposed by this Agreement, the Note (as defined below) or the other agreements, instruments or documents contemplated by this Agreement (collectively with this Agreement, the “Transaction Documents”).

Appears in 1 contract

Samples: Stock Purchase Agreement (Ramsay Youth Services Inc)

Purchase and Sale of the Shares. Subject to On the terms and subject to the conditions set forth in this Agreement, at the Closing (as defined below)Closing, the Seller shall sell sell, convey, assign, transfer and transfer deliver to Buyer, and Buyer shall purchase and receive from the Seller, all of the Shares, free and clear of any liens or encumbrances all Liens other than those imposed by applicable securities lawsBuyer Liens, those incurred by and Buyer or those imposed by this Agreementshall purchase, acquire and accept from Seller, all of Seller’s right, title and interest in and to the Note (as defined below) or the other agreements, instruments or documents contemplated by this Agreement (collectively with this Agreement, the “Transaction Documents”)Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (US Alliance Corp)

Purchase and Sale of the Shares. Subject to Upon the terms and subject to the conditions set forth in of this Agreement, at contemporaneously with the Closing (as defined below)execution of this Agreement, the Seller Sellers shall sell sell, assign, transfer, convey and transfer deliver the Shares to the Buyer, and Buyer shall purchase and receive from the Seller, all of the Shares, free and clear of any liens or encumbrances other than those imposed by applicable securities lawsall Encumbrances, those incurred by Buyer or those imposed by this Agreementand the Buyer, in reliance on the Note (representations, warranties and covenants of the Company contained herein, shall purchase the Shares from the Sellers, for the Purchase Price, payable as defined belowprovided in Sections 2.2(b), 2.2(c) or the other agreements, instruments or documents contemplated by this Agreement (collectively with this Agreement, the “Transaction Documents”)and 2.3.

Appears in 1 contract

Samples: Stock Purchase Agreement (Aecom Technology Corp)

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